To
The Members
Generic Engineering Construction and Projects Limited
Your Board of Directors is pleased to present 29th Annual Report of Generic
Engineering Construction and Projects Limited (hereinafter referred to as "the
Company or GENERIC") covering the business, operations and Audited Financial
Statements of the Company for the financial year ended March 31, 2023.
1. Financial Highlights:
The standalone financial performance of your Company for the year ended March 31, 2023
is summarised below:
(Rs. in Lakhs)
| Particulars |
2022-2023 |
2021-22 |
| Revenue from Operation |
27,253.90 |
26,036.77 |
| Other Income |
137.32 |
218.57 |
| Total Revenue |
27,391.22 |
26,255.35 |
| Expenditure including financial cost and depreciation |
25,387.48 |
24,512.94 |
| Profit/ (Loss) Before Exceptional Item |
2,003.74 |
1,742.40 |
| Exceptional Item |
- |
- |
| Profit/ (Loss) Before Tax |
2,003.74 |
1,742.40 |
| Tax: |
|
|
| Current Tax |
631.00 |
669.00 |
| Deferred Tax Charges/ (Credit) |
(158.38) |
(318.81) |
| Profit/ (Loss) After Tax |
1,531.12 |
1,392.22 |
2. Change in the Nature of Business, If any:
There has not been any change in the nature of business of the Company during the
Financial Year ended on 31st March, 2023.
3. Company Performance/ Review of Operation:
The total revenue of the Company was Rs.27,391.22 Lakhs during the year as against
Rs.26,255.35 Lakhs in the previous year. The Company has reported a net profit of Rs.
1,531.12 Lakhs during year under review as against a profit of Rs.1,392.22 Lakhs in the
previous year after tax.
4. Subsidiaries and Joint Ventures:
As on March 31, 2023, according to the Companies Act, 2013 and rules made there under
the Company does not have any Subsidiary Company, Associate Company and Joint Venture
Company. Considering this, ‘Form AOC - 1 is not applicable.
5. Dividend:
The Board of Directors at their meeting held on July 11, 2023 has recommended a final
dividend of Rs.0.05/- per equity share of Rs.5/- each for the year ended March 31,2023
subject to the approval of the shareholders at the ensuing 29th Annual General Meeting
("29th AGM") of the Company. The Dividend payout shall be in compliance with
SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (‘SEBI
Listing Regulations") and Companies Act, 2013 ("the Act"). In view of the
changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, a dividend paid or
distributed by the Company shall be taxable in the hands of Shareholders. Your Company
shall, accordingly make the payment of the Dividend after deduction of tax at source.
6. Reserves:
Your Company does not propose to transfer any amount to the reserves for the financial
year 2022-23.
7. Share Capital:
The Authorised Capital of the Company as on March 31, 2023 is Rs.30,00,00,000/- (Rupees
Thirty Crores Only) out of which the Paid-up Equity Share Capital of the Company is Rs.
26,51,81,095/- (Rupees Twenty-Six Crores Fifty-One Lakh Eighty-One Thousand Ninety-Five
Only).
Further, during the year, the Company has issued and allotted 54,50,000 Convertible
Equity Share Warrants and Issued 67,50,000 Equity Shares out of which only 62,96,913
Equity Shares have been subscribed and allotted by the Company to the certain identified
Non-Promoters on February 27, 2023.
Further, the Company has also issued and allotted 46,00,000 Equity Shares in lieu of
Conversion of 46,00,000 Shares Warrants on March 18, 2023.
8. Material changes affecting the Company:
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of this report. There has
been no change in the nature of business of the Company.
9. Deposits:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement of furnishing details relating to Deposits covered under Chapter V of the Act
or the details of Deposits that are not in compliance with Chapter V of the Act is not
applicable.
10. Directors and Key Managerial Personnel:
a. Appointment/ Reappointment/ Cessation
During the year under review, there is no change in the Composition of the Board of
Directors and Key Managerial Personnel of the Company.
b. Director liable to retire by rotation
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Tarak Gor,
Whole-Time Director & CFO, whose office is liable to retire at the ensuing 29th AGM,
being eligible, seeks re-appointment. The notice convening the 29th AGM to be held on 30th
September, 2023 sets out the details.
c. Appointment of Mr. Vishesh Mahesh Nihalani as an Independent Director of the
Company:
Mr. Vishesh Mahesh Nihalani was appointed as an as Additional Director in the category
of Non-Executive Independent Director of the Company in their board meeting held on
September 6, 2023 with immediate effect subject to the approval of shareholders of the
Company at the ensuing 29th Annual General Meeting.
Accordingly, an appropriate resolution for the appointment of Mr. Vishesh Nihalani as
an Independent Director of the Company is being placed for the approval of the
shareholders of the Company at the ensuing 29th AGM for the period of 5 (Five) years with
effect from September 6, 2023. The Board of Directors of the Company recommends his
appointment as an Independent Director of the Company.
11. Declaration by Independent Director:
The Company has received the necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013 along with a declaration received
pursuant to sub-rule 3 of rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation
25(8) of the SEBI Listing Regulations affirming compliance to the criteria of Independence
as provided under Regulation 16(1)(b) of the SEBI Listing Regulations.
Based on the declarations and confirmations of the Independent Directors and after
undertaking due assessment of the veracity of the same, the Board of Directors recorded
their opinion that all the Independent Directors are independent of the Management and
have fulfilled all the conditions as specified under the governing provisions of the
Companies Act, 2013 and the SEBI Listing Regulations.
Further, the Independent Directors have also confirmed that they have complied with the
Companys code of conduct. Also, the separate meeting of the Independent Directors has
been duly convened and held on 14th February, 2023.
12. Statement of Board of Directors:
The Board of Directors of the Company is of the opinion that all the Independent
Directors of the Company possess highest standard of integrity, relevant expertise and
experience required to best serve the interest of the Company.
13. Familiarisation Programme for the Independent Director:
In compliance with the requirements of Regulation 25(7) of the SEBI Listing
Regulations, the Company has put in place a Familiarization Programme for the Independent
Directors to familiarize them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The
details of the training and familiarization programme have been provided under the
Corporate Governance Report. Further, at the time of the appointment of an independent
director, the Company issues a formal letter of appointment outlining his / her role,
function, duties and responsibilities. Details of the Familiarization Programme conducted
are available on the website of the Company http://www.gecpl.com/
14. Evaluation of Board Performance:
Pursuant to Section 134(2) of the Companies Act, 2013 read with the Rules issued
thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board
carried out the annual performance evaluation of the Board of Directors as a whole,
Committees of the Board and individual Directors.
The parameters for performance evaluation of the Board include composition of the
Board, process of appointment to the Board of Directors, common understanding of the roles
and responsibilities of the Board members, timelines for circulating board papers, content
and the quality of information provided to the Board, attention to the Companys long term
strategic issues, evaluating strategic risks, overseeing and guiding acquisitions etc.
Some of the performance indicators for the Committees include understanding the terms of
reference, effectiveness of discussions at the Committee meetings, information provided to
the Committee to discharge its duties and performance of the Committee vis-a-vis its
responsibilities.
Performance of individual Directors was evaluated based on parameters such as
attendance at the meeting(s), contribution to Board deliberations, engagement with
colleagues on the Board, ability to guide the Company in key matters, knowledge and
understanding of relevant areas and responsibility towards stakeholders. All the Directors
were subject to self-evaluation and peer evaluation.
The performance of the Independent Directors was evaluated taking into account the
above factors as well as independent decision-making and non-conflict of interest.
Further, the evaluation process was based on the affirmation received from the Independent
Directors that they met the independence criteria as required under the Companies Act,
2013 and Listing Regulations, 2015.
Subsequent to the evaluation done in the financial year 2022-23, some action areas have
been identified for the Board to engage itself with. These include review of your
Companys goals, strategy, capability gaps, competitive landscape, technological
developments, SWOT analysis, etc. and also a thorough review of key issues facing the
Company. All these will be suitably dealt with by the Board. Details of the evaluation
mechanism are provided in the Corporate Governance Report.
15. Board Meetings:
The Board met Six Times during the financial year at the Registered Office of the
Company.
The Board Meetings were held on 25th May, 2022, 13th August, 2022, 07th September,
2022, 14th November 2022, 13th January, 2023 and 14th February, 2023. The meeting of the
Board had been conducted at regular interval with a time gap of not more than 120 days
between two consecutive meetings.
The further details of meetings and attendance of each director thereon are given in
the Corporate Governance Report attached as "Annexure -I "
16. Board Committee:
The Board currently has the following Committee:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Corporate Social Responsibility Committee
5. Managing Committee
The terms of reference of the Board Committees are in compliance with the provisions of
the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements)
Regulations and are also reviewed by the Board from time to time.
The details of the meetings, roles and responsibilities are given in the Corporate
Governance Report Annexure -I "
17. Nomination and Remuneration Policy:
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of
the Nomination & Remuneration Committee, the Board has adopted the Nomination &
Remuneration Policy for selection and appointment of Directors, Senior Management
including Key Managerial Personnel (KMP) and their remuneration. The details of this
policy have been placed on the website of the Company at www.gecpl.com
18. Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the year under review, giving detailed
analysis of the Companys operations as stipulated under Regulation 34 of SEBI (LODR)
Regulations, is presented in a separate section forming part of the Annual Report.
19. Corporate Governance:
The Company is committed to maintaining the highest standards of Corporate Governance
and adheres to the Corporate Governance requirements set out by the Securities and
Exchange Board of India ("the SEBI"). Accordingly Pursuant to Regulation 34 of
SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 read with
Schedule V disclosure related to Corporate Governance is made a separate section
"Annexure -I" along with the certificate from M/ s AVS & Associates, the
Secretarial Auditor of the Company, certifying compliance of conditions of Corporate
Governance, forms part of this Annual Report.
The Report on Corporate Governance also contains certain disclosures as required under
the Companies Act, 2013
20. Secretarial Standards:
The Company complies with the applicable Secretarial Standards issued by the Institute
of the Company Secretaries of India.
21. Related Party Transactions:
All related party transactions are placed before the Audit Committee for its review and
approval. Prior/Omnibus approval of the Audit Committee is obtained on an annual basis for
a financial year, for the transactions that are of foreseen and repetitive in nature. The
statement giving details of all related party transactions entered into pursuant to the
omnibus approval together with relevant information are placed before the Audit Committee
for review and updated on a quarterly basis.
All Related Party Transactions entered during the year were in Ordinary Course of the
Business and at Arms Length basis. During the year under review, the Company has not
entered into any contracts/ arrangements/ transactions with related parties that qualify
as material in accordance with the Policy of the Company on materiality of related party
transactions. Hence, the disclosure of Related Party Transactions as required under
Section 134(3)(h) of the Companies Act, 2013 in ‘Form AOC-2 is not
applicable.
The details of such related party transactions are available in the Notes to the
Standalone financial statements section of this Annual Report.
22. Internal Financial Control:
The Company has designed and implemented a process-driven framework for Internal
Financial Control (‘FC) within the meaning of the explanation to Section 134(5)(e)
of the Companies Act, 2013.
For the year ended March 31,2023, the Board is of the opinion that the Company has
sound IFC commensurate with the nature and size of its business operations and operating
effectively and no material weakness exists. The Company has a process in place to
continuously monitor the same and identify gaps, if any, and implement new and/or improved
controls wherever the effect of such gaps could have a material effect on the Companys
operations.
23. Directors Responsibility Statement:
Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force), the Board of Directors of
your Company confirms that:
a. in the preparation of the annual accounts for the financial year March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures
b. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at March 31, 2023 and of the profit
and loss of the company for the period April 01, 2022 to March 31, 2023.
c. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities
d. the Directors have prepared the annual accounts on a going concern basis
e. the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and are operating
effectively
f. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
24. Audit Reports and Auditors:
Statutory Auditors:
M/s. Bilimoria Mehta & Co, Chartered Accountants (FRN:101490W) were appointed as
Statutory Auditors of the Company at the AGM held on December 22, 2020 for a term of 5
(five) consecutive years and hold office upto the conclusion of the AGM for the financial
year 31st AGM.
The Statutory auditors report for the financial year 2022-23 on the financial
statement on the Company forms a part of this Annual Report. The said report does not
contain any qualification, reservation or adverse remark which calls for any further
comments or explanation. No frauds have been reported by the auditor for the financial
year 2023.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made
there under (including any amendment(s), modification(s), or re-enactment(s) thereof for
the time being in force), the Board of Directors of the Company, on the recommendation of
Audit Committee, have appointed M/s. SVKB and Associates, Chartered Accountants as
Internal Auditors of the Company for the Financial Year 2023-2024, to conduct Internal
Audit of the Company.
Secretarial Auditor and audit report:
Being a publicly listed Company, the Company is required to annex a Secretarial Audit
Report from a Company Secretary in Practice with the Board Report for the said purpose, on
the recommendation of the Audit Committee, the Company appointed M/s. AVS &
Associates, Practicing Company Secretaries in accordance with provisions of Section 204 of
the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 to conduct the secretarial audit of the Company for the
financial year 2022-2023. The Secretarial Audit Report in Form No. MR -3 for the financial
year ended March 31, 2023, is annexed herewith as an ‘Annexure-II to this Boards
Report.
The observations given by the Secretarial Auditor in their report for the financial
year ended March 31, 2023 are selfexplanatory except for the following:
| Observations |
Management Reply |
| A delay has been noticed w.r.t. the transfer of the final dividend amount declared in
the 28th Annual General Meeting (‘28th AGM) to the separate bank account opened for
that purpose under section 123 of the Companies Act, 2013. |
The Company has transferred 50% of the payable dividend amount to a Separate Bank
Account and for the balance amount the delay occurred. The Company be and is hereby noted
the said procedural delay. However, the Company ensured the payment of dividends to the
shareholders within the prescribed timeline under the Companies Act, 2013. Further, the
Company will ensure this type of delay shall not be repeated in the future. |
Cost Audit:
The provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost
Records and Audit) Rules, 2014 and amendments thereof on the recommendation of the Audit
Committee, the Board of Directors of the Company in its meeting held on 06th September,
2023 has approved the re-appointment of M/s. Ashish Deshmukh & Associates, Cost
Accountants as the Cost Auditors for the Company for the financial year ending March 31,
2024.
A proposal for ratification of remuneration of the Cost Auditor for the financial year
2023-24 is placed before the shareholders.
25. Going Concern Status:
During the financial year 2022-23, there were no significant or material orders passed
by the regulators or courts or tribunals impacting the Companys going concern status
and/or its future operations.
26. Significant and material orders:
There were no significant and material orders passed by the regulators or courts or
tribunals impacting the Companys going concern status and/or its future operations.
27. Corporate Social Responsibility:
During the year review, Corporate Social Responsibility Expenditure is not applicable
to our company due availability of excess amount for set-off in this financial year.
During the year 2020-21, the Company has spent the excess amount of expenditure which
has been carried forward for the period of 3 (Three) years by passing a Board Resolution
on May 31,2021. As on March 31,2022 an amount of Rs. 302.68 Lakhs of the excess CSR
Expenditure is available with the Company to set-off against the CSR Expenditure of the
Company for the FY 2022-23.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in "Annexure - III" of this Boards report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
The CSR policy is available on the website of the company https://gecpl.com/assets/pdf/disclosure-under-companies
act/policies/CSR% 20 Policy. pdf
28. Establishment of Vigil Mechanism / Whistle Blower Policy:
As per the provisions of Section 177(9) of the Companies Act, 2013 (‘Act), the
Company is required to establish an effective Vigil Mechanism for directors and employees
to report genuine concerns.
The Company has a Whistle-blower Policy to encourage and facilitate employees to report
concerns about unethical behavior, actual/ suspected fraud and violation of the Companys
Code of Conduct or Ethics Policy. The Policy has been suitably modified to meet the
requirements of Vigil Mechanism under the Companies Act, 2013. The policy provides for
adequate safeguards against victimization of persons who avail the same and provides for
direct access to the Chairperson of the Audit Committee. The policy also establishes
adequate mechanisms to enable employees to report instances of leaks of unpublished
price-sensitive information. The Audit Committee of the Company oversees the
implementation of the Whistle-Blower Policy.
The Company has disclosed information about the establishment of the Whistle Blower
Policy on its website https://qecpl.com/companv-policies.php
During the year, no person has been declined access to the Audit Committee, wherever
desired.
29. Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014 are placed on the website of the Company and is accessible at Companys
website at www.gecpl.com
30. Business Responsibility and Sustainability Report:
The Listed Regulations Mandate the BRSR for the top 1,000 listed companies (by market
capitalization) from the financial year 2022, while disclosure is voluntary for the
financial year 2023. Since, your Company does not fall under the top 1000 companies (by
market capitalization) as of March 31,2022, hence, the Business Responsibility and
Sustainability Report is not applicable to the Company as on March 31, 2023.
31. Particulars of Loans, Guarantees or Investments:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act, are given in the notes to the Financial Statements.
32. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The information on conservation of energy, technology absorption, and foreign exchange
earnings and outgo as stipulated under Sub-section (3)(m) of Section 134 of the Companies
Act, 2013, read with the rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as ‘Annexure-IV
to this Boards report.
33. Particulars of Employees and Related Disclosures:
In terms of compliance with provisions of Section 197(12) of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
the particulars of remuneration to the Directors and employees of the Company and the
details of the ratio of remuneration of each director to the median employees
remuneration is annexed herewith as "Annexure-V" to this Boards Report.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
employee(s) drawing remuneration in excess of limits set out in said rules forms part of
this Boards Report in Annexure if any.
34. Disclosure Regarding Prevention of Sexual Harassment:
The Company is committed to maintaining a productive environment for all its employees
at various levels in the organization, free of sexual harassment and discrimination on the
basis of gender. Accordingly, the Company has set up Internal Complaints Committees in
line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 as well as has a Policy on the Prevention of Sexual Harassment in
place. There was no case reported during the year under review under the said Policy to
the Internal Complaints Committee.
35. 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 with
Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting
rights not exercised directly by the employees of the Company as the provisions of the
said section are not applicable.
36. Reporting of Frauds by Auditors:
The Auditors of the Company have not reported any instances of fraud committed against
the Company by its officers or employees as specified under Section 143(12) of the
Companies Act, 2013.
37. Revision in Credit Ratings:
During the financial year 2022-23, the Company has obtained the following ratings:
| Facilities |
Ratings |
Rating Action |
| Long Term Rating |
CRISIL BBB/Stable |
Reaffirmed |
| Short Term Rating |
CRISIL A3+ |
Reaffirmed |
38. Risk Management:
The Risk Management framework enables identification and evaluation of business risks
and opportunities, seeks to create transparency, minimize adverse impact on business
objectives and enhance the Companys competitive advantage. The Company has adopted a Risk
Management Policy pursuant to Section 134 of Companies Act, 2013. The Company has robust
risk management framework to safeguard to Organization from various risk through adequate
and timely actions. The elements of risk as identified for the Company are set out in the
Management Discussion and Analysis Report forming the part of this Annual Report.
39. Acknowledgement:
Your directors would like to express their appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your Directors take on record
their deep sense of appreciation to the contributions made by the employees through their
hard work, dedication, competence, support and co-operation towards the progress of your
Company.
|
For and on behalf of the Board of Directors of |
|
Generic Engineering Construction and Projects Limited |
|
Sd/- |
|
Manish Patel |
|
Managing Director |
|
DIN:00195878 |
|
Sd/- |
|
Jayesh Rawal |
|
Whole-Time Director |
|
DIN:00464313 |
| Place: Mumbai |
|
| Date: 06/09/2023 |
|
| C/o: 201 & 202, Fitwell House, |
|
| 2nd Floor, Opp Home Town LBS Road, |
|
| Vikhroli (West), Mumbai City - 400083, |
|
| Maharashtra, India |
|
+91-9892691696
