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Generic Engineering Construction & Projects Ltd.

BSE: 539407 Sector: Infrastructure
BSE 00:00 | 08 Mar 56.20 -0.50






NSE 00:00 | 08 Mar 56.40 -0.40






OPEN 56.70
52-Week high 70.05
52-Week low 39.00
Mkt Cap.(Rs cr) 237
Buy Price 56.20
Buy Qty 5.00
Sell Price 58.50
Sell Qty 40.00
OPEN 56.70
CLOSE 56.70
52-Week high 70.05
52-Week low 39.00
Mkt Cap.(Rs cr) 237
Buy Price 56.20
Buy Qty 5.00
Sell Price 58.50
Sell Qty 40.00

Generic Engineering Construction & Projects Ltd. (GENCON) - Director Report

Company director report


The Board of Directors of your Company take pleasure in presenting the 25th(Twenty-Fifth) 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 2019.


The Company's financial performance for the financial year ended March 31 2019 issummarized as below:

PARTICULARS 2018-2019 2017-2018
Revenue from operations 202.01 138.32
Other Income 1.64 0.65
TOTAL REVENUE 203.65 138.97
Expenditure including financial cost and depreciation 180.97 123.32
Exceptional Items
Current Tax 6.30 3.45
Deferred Tax charge/(credit) 0.75 0.65
MAT Credit entitlement 0.05


During the year under review company's revenue from operations on a Standalone basiswas Rs 202.01 Crs. Your Company has earned a profit of Rs 15.63 Crs as compared to Rs11.50 Crs for the previous financial year.


During the year under review your Company has raised funds by increasing its Paid-upCapital. The details of the same are mentioned hereunder:

1. Allotment of Equity Shares and Convertible Warrants:

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 Warrantholders").

Further pursuant to approval of the shareholders of the Company dated September 052018 the Equity shares of the Company were sub-divided from 1 (one) Equity Share havingFace Value of Rs 10/- each fully paid to 2 (Two) Equity Shares having Face Value of Rs 5/-each fully paid. Pursuant to which the total paid up capital of the company comprises of38539306 Equity Shares (Three Crore Eighty-Five Lakhs Thirty-Nine Thousand ThreeHundred and Six) of Face Value of Rs 5/- (Rupees Five each only).

Further the Warrant holders had again as on March 29 2019 exercised their option ofconversion of 1800000 warrants (900000 before Sub- Division) to 1800000 EquityShares of face value of Rs 5/- each at a price of Rs 95/- per Equity Share (Rs 90/- beingthe premium). Accordingly the Board of Directors at their meeting held on March 29 2019have allotted 1800000 (900000 before Sub- Division) Equity shares of Rs.5/- each at aprice of RS.95/- per share. (Post sub division of face of shares from Rs.10/- each to Rs.5/- per share).


Your Company's shares are listed on BSE Ltd effective September 2015. The annuallisting fees for the financial year 2019-20 to BSE has been paid.


The Board of Directors are pleased to recommend a final dividend of Rs 0.05/- perEquity Share of Rs 5/- each for the current financial year 2018-19. The Dividend pay-outis subject to approval of shareholders at the ensuing Annual General Meeting. The companyproposes not to carry any amount to reserves for the financial year 2018-19.

(vi) DEPOSITS: -

Your Company has not during the year under review accepted any deposit within themeaning of Section 73 of the Companies Act 2013.


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.


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 kelker (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.


The Company complies with the applicable Secretarial Standards issued by the instituteof the Company Secretaries of India.


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.


In terms of requirements of the Companies Act 2013 read with the Rules issuedthereunder and SEBI ( Listing Obligations and Disclosure Requirements) 2015 the Boardcarried out the annual performance evaluation of the Board of Directors as a wholeCommittees of the Board and individual Directors.

The parameters for performance evaluation of the Board include composition of theBoard process of appointment to the Board of Directors common understanding of the rolesand responsibilities of the Board members timelines for circulating board papers contentand the quality of information provided to the Board attention to the Company's long-termstrategic issues evaluating strategic risks overseeing and guiding acquisitions etc.

Some of the performance indicators for the Committees include understanding the termsof reference effectiveness of discussions at the Committee meetings information providedto the Committee to discharge its duties and performance of the Committee vis--vis itsresponsibilities.

Performance of individual Directors was evaluated based on parameters such asattendance at the meeting(s) contribution to Board deliberations engagement withcolleagues on the Board ability to guide the Company in key matters knowledge andunderstanding of relevant areas and responsibility towards stakeholders. All the Directorswere subject to self-evaluation and peer evaluation.

The performance of the Independent Directors was evaluated taking into account theabove factors as well as independent decision-making and non-conflict of interest.Further the evaluation process was based on the affirmation received from the IndependentDirectors that they met the independence criteria as required under the Companies Act2013 and Listing Regulations 2015.

Subsequent to the evaluation done in the financial year 2018-19 some action areas havebeen identified for the Board to engage itself with. These include review of yourCompany's goals strategy capability gaps competitive landscape technologicaldevelopments SWOT analysis etc. and also a thorough review of key issues facing theCompany. All these will be suitably dealt with by the Board. Details of the evaluationmechanism are provided in the Corporate Governance Report.


During the year under review 7 (Seven) meetings of the Board of Directors were held onApril 09 2018; May 19 2018; August 02 2018; August 11 2018; November 14 2018;February 14 2019 and March 29 2019.

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.


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 thisReport.


The appointment and remuneration of Directors is governed by the Policy devised by theNomination and Remuneration Committee of your Company. The detailed Nomination andRemuneration Policy is contained in the Corporate Governance Section of the Annual Reportand the same is also available on the Company's website Presently Companycomprises of 8 (eight) members on Board. Mr Manish Patel as the Managing Director MrTarak Gor as CFO & Whole-Time Director Mr Jayesh Rawal as Executive Director MsTrupti Patel as Non-Executive Director Mr Rajesh Ladhad Ms Sheetal Nagda Mr Jaymin Modi& Mr Anurag Pathak as the Independent Directors and Ms Ami Shah as the CompanySecretary of the Company.

The Directors are reputed professionals with diverse functional expertise industryexperience educational qualifications and gender mix relevant to fulfilling theCompany's objectives and strategic goals.

Changes in composition of Directors and Key Managerial Personnel

There were no changes in the composition of the Board of the Directors and KeyManagerial Personnel of the Company during the year under review.

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. Jayesh Sheshmal Rawal the Executive Directorof the Company is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible has tendered his willingness to be re-appointed. The Board recommends hisre-appointment for the consideration of the Members of the Company at the ensuing AnnualGeneral

Meeting. Brief profile of the retiring Director has been given in Annexure A formingthe 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

Your Company has in place a structured induction and familiarization programme for itsDirectors. Upon appointment Directors receive a Letter of Appointment setting out indetail the terms of appointment duties responsibilities obligations Code of Conductfor Prevention of Insider Trading and Code of Conduct applicable to Directors and SeniorManagement Personnel. They are also updated on all business-related issues and newinitiatives. Regular presentations and updates on relevant statutory changes encompassingimportant laws are made and circulated to the Directors.


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 312019 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profit ofthe Company for the year under review;

3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. the Directors have prepared the annual accounts for the financial year ended 31stMarch 2019 on a ‘going concern' basis;

5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.


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 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.


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 47.56 % as on 31st March2019.


M/s SDA & Associates (Firm Registration No. 120759W ) chartered accountants hasbeen appointed as Auditors of the company for a term of 5 consecutive years at the AnnualGeneral Meeting held on September 29 2017. The Auditors have confirmed that they are notdisqualified from continuing as Auditors of the company.


The Auditors' Report to the members on the Accounts of the Company for the financialyear ended March 31 2019 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 JDNG & Associates (Firm Registration No.104315W ) as Internal Auditors.


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 MrAditya Kelkar Practicing Company Secretary as Secretarial Auditor vide Board Resolutiondated May 15 2019 to conduct the Secretarial Audit of the Company for the financial yearended March 31 2019. The Report of the Secretarial Auditor is annexed as Annexure IV tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.


In terms of provisions of Section 148 of the Act read with the Companies (Cost Recordsand Audit) Rules 2014 as amended from time to time the Board of Directors based on therecommendation of the Audit Committee has appointed M/s Ashish Deshmukh and Associates(Cost Accountant) as the Cost Auditor of the Company for conducting the Cost Audit forthe financial year 2018-19. The Cost Auditor will submit his report for the FY 18-19 on orbefore the due date. As per the provisions of section 148 of the Act read with theCompanies (Audit and Auditors) Rules 2014 the remuneration to be payable to the CostAuditor is required to be ratified by the members hence the Board recommends theratification of remuneration payable to M/s Ashish Deshmukh and Associates for the FY2018-19 and FY 2019-20.


In accordance with the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of the Companyhas constituted Corporate Social Responsibility (CSR) Committee. The Committee hasidentified Healthcare Children's education Road safety and Environmental sustainabilityas some of the key areas. The Company will continue to support social projects that areconsistent with the policy. The current composition of the Committee is:

Sr No Name Designation Position in Committee
1. Tarak Bipinchandra Gor Executive Director Chairman
2. Jayesh Sheshmal Rawal Executive Director Member
3. Rajesh Khatavji Ladhad Non-Executive-Independent Director Member

Annual Report on CSR activities is annexed as Annexure-VII.


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


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.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to the Financial Statements.



Your Company is not engaged in manufacturing activity the prescribed informationregarding compliance of rules relating to conversation 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


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.


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.


No disclosure is required under section 67 ( 3) (c) of the Companies Act 2013 readwith Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 in respect ofvoting rights not exercised directly by the employees of the Company as the provisions ofthe said section are not applicable.


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.


The Credit Rating of the Company as assigned by CARE Ratings Limited (CARE) has beenupgraded during the year under review from CARE BBB-; Stable (Triple B Minus; Outlook:Stable) to CARE BBB; Stable (Triple B; Outlook: Stable)

(xxix) AWARDS

During the year under review Company has received an outstanding Achievement Award forBusiness excellence from All India Achievers Foundation.


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
For Generic Engineering Construction and Projects Limited
Sd/- Sd/-
Place:- Mumbai Manish Ravilal Patel Tarak Bipinchandra Gor
Date:- 28/08/2019 Managing Director Whole-time Director
DIN: 00195878 DIN: 01550237


Form No. AOC – 2

(Pursuant to clause ( h) of sub-section ( 3) of Section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm's lengthbasis:

Not Applicable as there are no contracts or arrangements or transactions entered intowith related Party which are not at arms' length basis.

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts / arrangements / transactions:

(c ) Duration of the contracts / arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the valueif any:

(e) Justification for entering into such contracts or arrangements or transactions:

(f ) Date(s) of approval by the Board:

(g) Amount paid as advances if any:

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188:

2. Details of material contracts or arrangement or transactions at arm's lengthbasis:

Sr. # Name of the related party and nature of relationship Nature of contracts/ arrangements/ Transactions Duration of contract/ arrangement/ Transaction Salient terms of the contracts or arrangements or transactions including the value if any Date of approval by the Board Amount paid as advances if any
1. Generic Engineering and Construction Private Limited – Holding Company Leave and License Agreement 3 years (1st March 2017 till 29th February 2020) MONTHLY RENT AMOUNT
* 1/03/2017 – 28/02/2018 – Rs 300000/-
* 1/03/2018 – 28/02/2019 – Rs 330000/-
* 1/03/2019 – 29/02/2020 – Rs 363000/-
Security Deposit – Rs 1800000/-
2. Generic Engineering and Construction Private Limited – Holding Company Amenities Agreement 3 years (1st March 2017 till 29th February 2020) MONTHLY RENT AMOUNT
Rs 250000/- for 3 years
3. Generic Engineering and Construction Private Limited – Holding Company Leasing of Equipment's Renewal on yearly basis Rs 9920865/- for the year ended 2018-19
4. Heben Chartered Resources Private Limited Leasing of Equipment's Renewal on yearly basis Rs 4729193/- for the year 2018-19
5. Mitul Ravilal Patel Relative working in place of Profit Drawing a salary of Rs 900000/- per annum
6. Viraj Dinesh Patel Relative working in place of Profit Drawing a salary of Rs 450000 /- per annum
7. Triveni Lifestyle Developers LLP Works contract services Rs 182514031/- for the year 2018-19

Note: All above transactions have been entered in the ordinary course of business andarm's length basis hence approval of Board is not required under section 188 of theCompanies Act 2013.

For and on behalf of the Board of Directors
Generic Engineering Construction and Projects Limited
SD/- SD/-
Manish Ravilal Patel Tarak Bipinchandra Gor
Place:- Mumbai Managing Director Whole-time Director
Date:- 28/08/2019 DIN: 00195878 DIN: 01550237


Particulars of Employees

Information pursuant to Section 197 of the Companies Act 2013 read with rule 5 (1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

1) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for financial year 2018-2019 and percentage increase inremuneration of each Director and KMP in the financial year 2018-19:

Name Designation Ratio of remuneration of each Director to median remuneration of employees Percentage increase/ decrease in remuneration during FY 2018-19
Mr Manish Ravilal Patel Managing Director 9.16:1 0%
Mr Tarak Gor Whole-time Director and CFO 3.66:1 166.67%
Mr Jayesh Rawal Executive Director 3.66:1 166.67%
Ms Ami Shah Company Secretary 1.19:1 34.00%

2) The percentage increase in the median remuneration of employees in the financialyear – 18.43%

3) The number of permanent employees on the rolls of the company –153 employees ason March 31 2019.

4) Affirmation that the remuneration is as per the Remuneration Policy of the Company:It is affirmed that the remuneration paid is as per remuneration policy of the company.

For and on behalf of the Board of Directors

Generic Engineering Construction and Projects Limited

SD/- SD/-
Manish Ravilal Patel Tarak Bipinchandra Gor
Managing Director Whole-time Director
Place:- Mumbai DIN: 00195878 DIN: 01550237
Date:- 28/08/2019