TO THE MEMBERS
The Board of Directors of your Company take pleasure in presenting the 24th(Twenty-Fourth) Board's report on business and operations of the Company together with theAudited Financial Statements and the Auditor's Report thereon for the financial year endedMarch 31 2018.
(i) FINANCIAL REVIEW: -
The Company's financial performance for the financial year ended March 31 2018 issummarized as below:
(RS IN CRORES)
|PARTICULARS ||2017-2018 ||2016-2017 |
|Revenue from operations ||138.32 ||37.92 |
|Other Income ||0.65 ||0.64 |
|TOTAL REVENUE ||138.98 ||38.56 |
|Expenditure including financial cost and depreciation ||123.32 ||36.32 |
|PROFIT/(LOSS) BEFORE EXCEPTIONAL ITEMS ||15.65 ||2.25 |
|Exceptional Items ||- ||- |
|PROFIT/(LOSS) BEFORE TAX ||15.65 ||2.25 |
|TAX: || || |
|Current Tax ||3.45 ||0.55 |
|Deferred Tax charge/(credit) ||0.65 ||0.08 |
|MAT Credit entitlement ||0.05 ||(0.03) |
|PROFIT/(LOSS)AFTER TAX ||11.50 ||1.65 |
(ii) REVIEW OF OPERATION: -
During the year under review company's revenue from operations on a Standalone basiswas Rs 138.32 Crs. Your Company has earned a profit of Rs 11.50 Crs as compared to Rs 1.65Crs for the previous financial year.
(iii) SHARE CAPITAL: -
During the year under review your Company has raised funds by increasing itsAuthorized and Paid-up Capital. The details of the same are mentioned hereunder:
1. Increase in Authorized Share Capital:
The Share Capital Clause V of the Memorandum of Association of the Company has beenaltered by availing approval from the Shareholders in their Extra-Ordinary General Meetingdated March 10 2018. During the year the Company has increased the Authorized ShareCapital from Rs. 180000000/- (Rupees Eighteen Crores only) to Rs. 230000000/-(Rupees Twenty-Three Crores only).
2. Allotment of Equity Shares and Convertible Warrants:
The Board of Directors of the Company on March 31 2018 has issued and allotted1524022 (Fifteen Lakhs Twenty-Four Thousand and Twenty-Two) equity shares forconsideration in Cash at face value of Rs 10/- (Rupees Ten only) per Equity Shares at aprice of Rs 190/- (Rupees One Hundred and Ninety only) each Rs 180/- (Rupees One Hundredand Eighty only) being the premium to Non Promoters (Public Category).
Further the Board of Directors of the Company as on March 31 2018 has issued andallotted 400000 (Four Lakh only) Convertible Warrants of Rs. 190/- (Rupees One Hundredand Ninety only) each to Promoter and Promoter group and out of which 300000 (Three Lakhonly) Warrants were converted into Equity Shares as on March 31 2018.
The Board of Directors of the Company on April 09 2018 has issued and allotted1089431 (Ten Lakhs Eighty-Nine Thousand Four Hundred and Thirty-One) Equity Shares forconsideration in Cash at face value of Rs 10/-(Rupees Ten only) per Equity Shares at aprice of Rs 190/- (Rupees One Hundred and Ninety only) each Rs 180/ - (Rupees One Hundredand Eighty only) being the premium to Non Promoter (Public Category).
Further the Board of Directors of the Company as on April 09 2018 has issued andallotted 1700000 (Seventeen Lakhs only) Convertible Warrants of Rs. 190/- (Rupees OneHundred and Ninety only) each to Promoter and Promoter group.
The shares as aforesaid have been duly listed on Stock Exchange effective May 16 2018.The said shares are Locked-In upto July 01 2021 for promoters and promoter group and uptoJuly 01 2019 for Non-Promoter (Public category).
(iv) LISTING OF SHARES: -
Your Company's shares are listed on BSE Ltd effective September 2015. The annuallisting fees for the financial year 2018-19 to BSE has been paid.
(v) DIVIDEND: -
The Board of Directors are pleased to recommend a final dividend of Rs 0.10/- perEquity Share of Rs 10/- each for the current financial year 2017-18. The distribution ofdividend will result in pay-out of an amount aggregating to Rs 1926966/- excluding taxon dividend. The Dividend pay-out is subject to approval of shareholders at the ensuingAnnual General Meeting. The company proposes not to carry any amount to reserves for thefinancial year 2017-18.
(vi) DEPOSITS: -
Your Company has not during the year under review accepted any deposit within themeaning of Section 73 of the Companies Act 2013.
(vii) MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -
Management Discussion and Analysis Report for the year under review giving detailedanalysis of Company's operations as stipulated under Regulation 34 of SEBI (LODR)Regulations is presented in a separate section forming part of the Annual Report.
(viii) CORPORATE GOVERNANCE: -
Your Company always places a major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an Organization's corporate governance philosophy is directly linked to highperformance. The Company understands and respects its fiduciary role and responsibilitytowards its stakeholders and society at large and strives to serve their interestsresulting in creation of value for all its stakeholders.
In terms of Regulation 34 of SEBI (LODR) Regulations a separate section on CorporateGovernance with a detailed report on Corporate Governance (Annexure V) and a certificatefrom Mr Aditya Kelkar (Annexure IV) the Secretarial Auditor of the Company certifyingcompliance of conditions of Corporate Governance forms part of this Annual Report. TheReport on Corporate Governance also contains certain disclosures as required under theCompanies Act 2013.
(ix) SECRETARIAL STANDARDS: -
The Company complies with the applicable Secretarial Standards issued by the instituteof the Company Secretaries of India.
(x) GOING CONCERN STATUS: -
There were no significant or material orders passed by the regulators or courts ortribunals' impacting the Company's going concern status and/or its future operations.
(xi) EVALUATION OF BOARD PERFORMANCE: -
As per the provisions of Sections 134(3) 149(8) and Schedule IV of Companies Act 2013read with SEBI (LODR) Regulations Annual Performance Evaluation of each Board membersindividually including each of the Independent
Directors as well as the working of the Board committees has been carried out. A briefstatement on methodology adopted appears in the report on Corporate Governance (AnnexureV).
Details of the evaluation mechanism are provided in the Corporate Governance Report.The policy can also be accessed at http://www.gecpl.com/.
(xii) BOARD MEETINGS: -
During the year under review 5 (Five) meetings of the Board of Directors were held onMay 29 2017; August 11 2017; November 14 2017; February 08 2018 and March 31 2018.
In addition to this a meeting of Independent Directors was convened and held duringthe year. The details of the meetings of the Board including that of its Committees andIndependent Directors' meeting are given in the Report on Corporate Governance section(Annexure V) forming part of this Annual Report.
(xiii) COMPOSITION OF AUDIT COMMITTEE: -
The Board has constituted the Audit Committee which comprises Mr Jaymin Piyush Modi asthe Chairman; Mr Rajesh Ladhad and Mr Tarak Bipinchandra Gor as the Members. The Board ofDirectors has accepted all the recommendations given by Audit Committee during the yearunder review. Further details on the Audit Committee and other Committees of the Board aregiven in the Corporate Governance Report (Annexure V) which forms a part of this Report.
(xiv) DIRECTORS AND KEY MANAGERIAL PERSONNEL: -
Changes in composition of Directors and Key Managerial Personnel
The appointment and remuneration of Directors is governed by the Nomination andRemuneration Policy of the Company which also contains the criteria for determiningqualifications positive attributes and independence of Directors. The Policy aims atattracting and retaining high caliber personnel from diverse educational fields and withvaried experience to serve on the Board for guiding the Management team to enhanceorganizational performance. The Company's Board comprises of 8 (Eight) Members as onMarch 31 2018.
During the year under review Ms Trupti Mitul Patel (DIN: 07822208) was appointed as anAdditional Non-Executive Director on 29th May 2017. The resolution seekingappointment/regularization of Ms Trupti Mitul Patel as Non-Executive Director was takeninto consideration at the 23rd Annual General Meeting of the Company datedSeptember 29 2017. Mr Jayesh Sheshmal Rawal (DIN: 00464313) was appointed as anAdditional Executive Director w.e.f August 11 2017. The resolution seekingappointment/regularization of Mr Jayesh Rawal as Executive Director was taken intoconsideration at the 23rd Annual General Meeting of the Company dated September29 2017.
During the year under review Col Anurag Chandra Mani Pathak (DIN: 02627362) wasappointed as an Additional Non-Executive Independent Director on February 08 2018 and isproposed to be appointed as Non-Executive Independent Director of the Company whoseoffice is not liable to retire by rotation at the ensuing AGM scheduled to be held on 05thSeptember 2018 together with the brief details.
The Directors are reputed professionals with diverse functional expertise industryexperience educational qualifications and gender mix relevant to fulfilling theCompany's objectives and strategic goals.
Directors liable to retire by rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Tarak Bipinchandra Gor the Whole-TimeDirector and CFO of the Company is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible has tendered his willingness to be re-appointed. TheBoard recommends his re-appointment for the consideration of the Members of the Company atthe ensuing Annual General Meeting. Brief profile of the retiring Director has been givenin Annexure A forming the part of Notice of the Annual General Meeting.
Declaration by Independent Directors
The Company has received necessary declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and SEBI (LODR) Regulations 2015.
Familiarization Programme for the Independent Directors
In compliance with the requirements of SEBI (LODR) Regulations 2015 your company hasput in place a familiarization programme for the Independent Directors to familiarize themwith their roles rights and responsibility as Directors the working of the Companynature of the industry in which the Company operates Business models etc. The details offamiliarization programme are explained in the Corporate Governance Report. The same isalso available on the website of the Company and can be accessed at http://www.gecpl.com/.
Key Managerial Personnel
Pursuant to provisions of Section 203 of the Act and the Rules made thereunderfollowing are the Key Managerial Personnel of your Company:
|1. Mr Manish Patel ||Managing Director |
|2. Mr Tarak Gor ||Whole-time Director and CFO |
|3. Ms Ami Shah ||Company Secretary |
(xv) DIRECTORS' RESPONSIBILITY STATEMENT: -
Pursuant to provisions of Section 134(3) (c) and Section 134(5) of the Act yourDirectors state that:
1. in the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed along with proper explanation relating to materialdepartures; 2. the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2018 andof the profit of the Company for the year under review; 3. the Directors have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; 4. the Directors haveprepared the annual accounts for the financial year ended 31st March 2018 on agoing concern' basis; 5. the Directors have laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and areoperating effectively; and 6. the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.
(xvi) RELATED PARTY TRANSACTIONS: -
In line with the requirements of the Act and Listing Regulations your Company hasformulated a policy on related party transactions which is also available on Company'swebsite at http://www.gecpl.com/. This policy deals with the review and approval ofrelated party transactions. The Board of Directors of the Company has approved thecriteria for giving the omnibus approval by the Audit Committee within the overallframework of the policy on related party transactions. All related party transactions thatwere entered into during the financial year were on arm's length basis and were in theordinary course of the business. There are no materially significant related partytransactions made by the Company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the Company atlarge. Information on transactions with related parties pursuant to Section 134(3)(h) ofthe Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given as AnnexureII in Form AOC-2 and the same forms part of this report. None of the transactions with anyrelated parties were in conflict with the Company's interest.
(xvii) SUBSIDIARIES AND JOINT VENTURES
Provisions of Section 129 (3) of the Companies Act 2013 is not applicable as theCompany has no Subsidiaries. However the Company has a holding Company viz GenericEngineering and Construction Private Limited having a stake of 47.81 % as on 31stMarch 2018.
(xviii) AUDITOR AND AUDITORS' REPORT: -STATUTORYAUDITORS
M/s SDA & Associates (Firm Registration No. 120759W) are the Statutory Auditors ofthe Company for the year ended March 31 2018. Their appointment as the Statutory auditorswill be ratified at the ensuing Annual General meeting pursuant to the provisions ofsection 139 of the Companies Act 2013 and rules made thereunder.
The Auditors' Report to the members on the Accounts of the Company for the financialyear ended March 31 2018 does not contain any qualification.
Pursuant to the provisions of Section 138 of the Companies Act 2013 and rules madethereunder the Board has appointed M/s ADG & Associates (Firm Registration No.135527W) as Internal Auditors.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operation was observed.
The Company has appointed an external professional firm as Internal Auditor. TheInternal Audit of the Company is regularly carried out to review the internal controlsystems and processes. The internal audit reports along with implementation andrecommendations contained therein are periodically reviewed by the Audit Committee of theBoard.
Your Company has pursuant to Section 204 of the Companies Act 2013 appointed Mr.Aditya Kelkar Practicing Company Secretary as Secretarial Auditor vide Board Resolutiondated August 02 2018 to conduct the Secretarial Audit of the Company for the financialyear ended March 31 2018. The Report of the Secretarial Auditor is annexed as Annexure IVto this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with rulesmade thereunder the Company is required to appoint Cost Auditor for the audit of costrecords of the Company with effect from the financial year 2018-19.
The Board of Directors of the Company are in process of identifying and appointing anappropriate Firm/Individual to act as the Cost Auditor of the company.
(xix) CORPORATE SOCIAL RESPONSIBILITY
For the FY 2017-18 the provisions pertaining to Section 135 of the Companies Act 2013in respect of Corporate Social Responsibility were not applicable as the net worthturnover and profit during any previous financial year is less than the amount asstipulated.
However during the FY 2018-19 the criteria of applicability Corporate SocialResponsibility becomes applicable as the Net Profit of the Company as on 31stMarch 2018 exceeds stipulated limit of Rs 5 Crore only.
Pursuant to this the Company in its meeting held on 02nd August 2018 hasconstituted a Committee for Corporate Social Responsibility comprising of followingDirectors:
|Sr No ||Name ||Designation |
|1. ||Mr Tarak Bipinchandra Gor ||Chairman |
|2. ||Mr Jayesh Sheshmal Rawal ||Member |
|3. ||Mr Rajesh Khatavji Ladhad ||Member |
(xx) ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism and formulated the Whistle Blower Policy(WB) to deal with instances of fraud and mismanagement if any. The details of the WBPolicy are explained in the Corporate Governance Report and also posted on the website ofthe Company which can be accessed at www.gecpl.com.
(xxi) EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 an extract of the Annual Return in Form MGT 9 is annexedherewith as Annexure I.
(xxii) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to the Financial Statements.
(xxiii) PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGYABSORPTIONAND FOREIGN EXCHANGEEARNINGS
Your Company is not engaged in manufacturing activity the prescribed informationregarding compliance of rules relating to conservation of Energy and technology absorptionpursuant to Section 134 (3) (m) of the Companies Act 2013 read with rule 8(3) of theCompanies (Accounts) Rule 2014 is not provided.
Further during the year under review there were following foreign exchangetransactions:
1) Earnings: - NIL
2) Outgoing: - NIL
(xxiv)PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The statement of disclosure of remuneration under section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided as Annexure III to this Report. Having regard to the provisions of thefirst proviso to Section 136 (1) of the Act and as advised the Annual Report is beingsent to the members excluding the aforesaid annexure. The said information is availablefor inspection at the registered office of the Company during working hours and any memberinterested in obtaining such information may write to the Company Secretary or Registrarand Transfer Agent and the same will be furnished on request.
(xxv) DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT
Your Company is committed to maintaining a productive environment for all its employeesat various levels in the organization free of sexual harassment and discrimination on thebasis of gender. Your Company has adopted a policy on Prevention of Sexual Harassment inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules framed thereunder. The Company has alsoset up "Prevention of Sexual Harassment Committee" (the Committee) to redressthe Complaints received regarding sexual harassment which has formalized a free and fairenquiry process with clear timeline. During the year under review there was no complaintregistered about Sexual harassment.
(xxvi)DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT 2013
No disclosure is required under section 67 (3) (c) of the Companies Act 2013 read withRule 16(4) of Companies (Share Capital and Debentures) Rules 2014 in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid section are not applicable.
(xxvii) MATERIAL CHANGES AND COMMITMENTS
Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company occurred between theend of the financial year of the Company and date of this report.
(xxviii) CREDIT RATINGS
The Company during the year under review has been assigned CARE BBB-; Stable (Triple BMinus; Outlook: Stable) rating from CARE Ratings Limited (CARE).
During the year under review Company has received an Award of Excellence inConstruction and Engineering by Make in India Foundation.
(xxx) RISK MANAGEMENT
Risk Management framework enables identification and evaluation of business risks andopportunities seeks to create transparency minimize adverse impact on businessobjectives and enhance the Company's competitive advantage. The Company has adopted a RiskManagement Policy pursuant to Section 134 of Companies Act 2013. The Company has robustrisk management framework to safeguard to Organization from various risk through adequateand timely actions. The elements of risk as identified for the Company are set out inManagement Discussion and Analysis Report forming the part of this Annual Report.
Your Directors would like to express their appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors take on recordtheir deep sense of appreciation to the contributions made by the employees through theirhard work dedication competence support and co-operation towards the progress of yourCompany.
| ||For and on behalf of the Board of Directors || |
| ||Generic Engineering Construction and Projects Limited || |
| ||(Formerly known as Welplace Portfolio and Financial Consultancy Services Limited) || |
| ||SD/- ||SD/- |
|Place:- Mumbai ||Manish Ravilal Patel ||Tarak Bipinchandra Gor |
|Date:- 02nd August 2018 ||Managing Director ||Whole-time Director |
| ||DIN: 00195878 ||DIN: 01550237 |