Generic Engineering Construction and Projects Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Board of Directors is pleased to present 31st 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 31,2025 (“period under review”).

1. Financial Highlights:

The Financial Statements of your Company are prepared as per Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and applicable provisions of the Companies
Act, 2013 (“the Act”) read with the Rules made thereunder (as amended from time to time), the Consolidated
Financial Statement of the Company for the FY2024-25 have been prepared in compliance with applicable Indian
Accounting Standards and on the basis of Audited Financial Statement of the Company and its subsidiary, as
approved by the respective Board of Directors (“Board”). The Consolidated Financial Statement together with the
Auditors'' Report is forming part of this Annual Report.

(Rs. in Lakhs)

Particulars	2024-2025	2023-2024	2024-2025	2023-2024
	Standalone		Consolidated
Income from continuing operations	30,202.04	28,936.39	30,202.04	28,936.39
Other Income	832.24	394.12	832.24	394.12
Total Income	31,034.29	29,330.52	31,034.29	29,330.52
Total Expenses	29,168.96	28,205.20	29,168.96	28,205.20
Profit / (Loss) before exceptional item, share of profit from associate and tax	1,865.32	1,125.32	1,865.32	1,125.32
Add : Share of profit from associate
- Deferred tax charged / (credit)	231.83	(273.88)	231.83	(273.88)
Profit /(Loss) after tax	1,213.49	1,114.20	1,213.49	1,114.20
Share of Profit / (Loss) of Associates & Joint Ventures	-	-	0.10	-
Add : Other Comprehensive Income / loss	(11.54)	12.28	(11.54)	12.28
Total Comprehensive Income / (loss) for the year	1,201.96	1,126.47	1,201.85	1,126.47
Less: Total Comprehensive Income/(loss) attributable to non controlling interest	-	-	-	-
Total Comprehensive Income / (loss) for the year attributable to controlling interest	-	-	-	-
Nominal value per share (in rupees)	5	5	5	5
Basic and diluted earnings per equity share
- Basic (in rupees)	1.63	2.12	1.63	2.12
- Diluted (in rupees)	1.63	1.93	1.63	1.93

Standalone Performance Highlights

For the financial year 2024-25, the Company reported standalone revenue of Rs. 31,034.29 lakhs, as compared
to Rs. 29,330.52 lakhs in FY 2023-24. Total expenses for the year stood at Rs. 29,168.96 lakhs, marking a as
compare of Rs. 28,205.20 lakhs in the previous year. The Company recorded a profit of Rs. 1,201.96 lakhs during
FY 2024-25, compared to a profit of Rs. 1,126.47 lakhs in the previous year.

Consolidated Performance Highlights

During the financial year under review, the Joint venture LLP remained non-operational. As a result, there were no
revenues, minor expenses, or other financial activities attributable to the Joint venture during the reporting period.
Accordingly, the consolidated financial statements of the Company reflect no contribution from the Joint venture
entity, and the overall performance metrics remain solely representative of the standalone operations of the parent
Company.

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, 2025.

3. Board Policies

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 (“Act”)
and Securities and Exchange Board of India (SEBI) Regulations are provided in Annexure I to this Board''s report.

4. Subsidiary, Joint Venture and Associate:

During the period under review, the Company has incorporated Joint venture LLP as namely Generic Bootes
Construction LLP on 02nd September, 2024. The Company does not have any Subsidiary or Associate Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial
statements of the Company''s joint venture in Form No. AOC-1 is appended as Annexure II to the Board''s report.

5. Reserves:

Your Company does not propose to transfer any amount to the reserves for the financial year 2024-25.

6. Dividend

As per the Dividend Distribution Policy, dividend payout would have to be determined based on available financial
resources, investment requirements and taking into account optimal shareholder return. Within these parameters
with a view for expansion of resources, your Director''s have thought it prudent not to recommend any dividend for
the financial year ended March 31,2025.

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) can also be accessed on
the Company''s website at the weblink https://gecpl.com/assets/pdf/policies-and-code-of-conduct/DIVIDEND%20
DISTRIBUTION%20POLICY.pdf

7. Share Capital and listing of new shares:

The Authorised Capital of the Company as on March 31,2025 is Rs. 30,00,00,000/- (Rupees Thirty Crores Only)
out of which the Paid-up Equity Share Capital of the Company is Rs. 28,49,31,095/- (Rupees Twenty-Eight Crores
Forty Nine Lakh Thirty-One Thousand Ninety-Five Only).

During the period under review, the Company successfully completed the issuance and listing of 39,50,000 equity
shares on BSE Limited and NSE Limited. This allotment was effected pursuant to the conversion of warrants into
equity shares, in accordance with the applicable regulatory provisions and terms of the warrant issuance.

8. Credit Ratings

During the financial year 2024-25, your Company was assigned a credit rating of BB- (Negative Outlook) by
CRISIL.

The management remains committed to strengthening the Company''s creditworthiness and has undertaken
targeted initiatives aimed at improving operational efficiency, financial discipline, and stakeholder engagement.
Efforts are ongoing to enhance the external rating through strategic measures and sustained performance
improvements.

9. Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. The Internal Financial Control procedure adopted by the Company are adequate for
safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information. During the year under review, the

Internal Financial Controls were operating effectively and no material or serious observation has been received from
the Auditors of the Company for inefficiency or inadequacy of such controls.

10. Annual Return

In pursuance of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return in
Form No. MGT-7 is available on the Company''s website and can be accessed at the weblink https://gecpl.com/
investors.php

11. Internal Audit

The internal audit of the Company for the financial year 2024-25 was undertaken by M/s. Aneja Assurance Pvt. Ltd.,
an independent external agency. The scope of the internal audit is appropriately defined, taking into consideration
the size, scale, and complexity of the Company''s operations.

The internal auditors submit detailed reports, which are reviewed and deliberated upon in the meetings of the Audit
Committee and the Board of Directors. The Audit Committee closely monitors the implementation and execution of
the audit plan, assesses the adequacy and effectiveness of the internal control systems, and oversees the timely
implementation of audit recommendations to strengthen the governance framework of the Company.

12. Induction of Strategic & Financial Partners During the Year

During the year under review, the Company has not inducted any strategic and financial partners.

13. Deposits

The Company has neither invited nor accepted any deposits from the public falling within the purview of provisions
of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under
review. There is no unclaimed or unpaid deposit lying with the Company. Hence, the requirement for furnishing of
details relating to deposits covered under Rule 8(5)(v) of Companies (Accounts) Rules, 2014 and Rule 2(1)(c) of
Companies (Acceptance of Deposits) Rules, 2014 is not applicable.

14. Loan from the Director

During the period under review the Company has borrowed the fund from the Managing Director i.e Mr. Manish
Patel, the details of the Fund borrowed is as follows;

Name of Director/Company	Loan taken during the year	Loan remaining at the end of the year
Mr. Manish Patel	93.00	43.00

15. Related Party Transactions

The Company has in place a process for approval of related party transactions and dealing with related parties.
As per the process, necessary details for each of the Related Party Transactions as applicable along with the
justification are provided to the Audit Committee in terms of the Company''s Policy on Materiality of and Dealing with
Related Party Transactions and as required under SEBI Circular.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on
the Company''s website and can be accessed at the Web-link: https://gecpl.com/assets/pdf/policies-and-code-of-
conduct/proiects%20limited%20policv%20on%20materialitv%20of.pdf

All Related Party Transactions (RPT) and subsequent material modifications are placed before the Audit Committee
for its review and approval. Prior omnibus approval is obtained for RPT which are of repetitive nature and / or
entered in the ordinary course of business and are at arm''s length.

The Related Party Transactions that were entered into during FY2024-25 were on an arm''s length basis and in the
ordinary course of business in accordance with Section 188(1) of the Act. The details of transactions/ contracts/
arrangements referred to in Section 188(1) of the Act entered into, by the Company with related party(ies) as
defined under the provisions of Section 2(76) of the Act read with the Listing Regulation during FY2024-25, are
furnished in Form AOC-2 and are attached as an Annexure III of this Report.

16. Conversation Of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is stated
hereunder:

Conservation of energy: -

(I)	the steps taken or impact on conservation of energy	Nil
(ii)	the steps taken by the Company for utilizing alternate sources of energy	Nil
(iii)	the capital investment on energy conservation equipment''s	Nil

Technology absorption:-

(I)	the effort made towards technology absorption		Nil
(ii)	the benefits derived like product improvement cost reduction product development or import substitution		Nil
(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)		Nil
	(a)	the details of technology imported	-
	(b)	the year of import;	-
	(c)	whether the technology been fully absorbed	-
	(d)	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	-
(iv)	the expenditure incurred on Research and Development		Nil

Foreign Exchange Earnings or outgo in foreign exchange during the FY2024-25:

There was neither any foreign exchange earning nor foreign exchange outgo during the FY2024-25.

17. Particulars of Loans, Guarantees, Investments and Securities

The details of loans given, investments made or guarantees or securities provided and the purpose for which the
loan or guarantee or security is proposed to be utilised by the recipient of loan or guarantee or security pursuant to
Section 186 of the Act are given under Notes to Accounts annexed to Standalone Financial Statements for the year
ended March 31,2025 and the same forms part of this Annual Report.

18. MATTERS RELATED TO DIRECTORS’ & KMPs:

1. Composition of Board;

Your Company embraces the importance of a diverse Board in its success. The composition of the Board of
Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of
the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.
The Directors on the Board holds different knowledge and skills along with regional and industry experience,
cultural and geographical background of the Board ensures that your Company retains its competitive
advantage. As on March 31,2025, the Board consisted of 6 Directors comprising of a 2 Executive Directors
and 4 Independent Directors, of whom 1 is an Independent Woman Director.

Name	Designation
Mr. Manish Patel	Managing Director
Mr. Tarak Gor	Whole-Time Director & CFO (Upto 18th March, 2025)
Mr. Jayesh Rawal	Whole-Time Director (Upto 18th March, 2025)
Mr. Dhairya Patel	Executive Director
Mr. Anurag Pathak	Independent Director
Mr. Rajesh Ladhad	Independent Director
Mr. Ashok Tiwari	Independent Director (w.e.f. 22st January, 2025)
Ms. Namita Talele	Independent Director
Mr. Vishesh Nihalani	Independent Director (Upto 22st January, 2025)

During the FY2024-25, there was change in the composition of Board is as follows.

Sr. No	Name	Nature of change	Date of appointment/ cessation
1	Mr. Tarak Gor	Resigned from the position of Whole-Time Director & CFO*	18th March, 2025
2	Mr. Jayesh Rawal	Resigned from the position of Whole-Time Director*	18th March, 2025
		Appointee as an Additional Independent Director.#	22st January, 2025
3	Mr. Ashok Tiwari	Regularised in the General meeting as an Independent Director#	19th April 2025
4	Mr. Vishesh Nihalani	Resigned from the position of Independent Director*	22st January, 2025

‘Resignation #Appointment

2. Change in composition of the Board, after the end of FY2024 -25 till the date of this report;

The following changes occurred in the composition of the Board of Directors of the Company after the end of
FY2024 -25 till the date of this report.

Sr. No	Name	Nature of change	Date of appointment/ cessation
1	Ms. Namita Talele	Change in designation from Independent Director to Non-executive Director	13th June, 2025

3. Director(s) liable to retire by rotation;

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of
Association of your Company, Mr. Manish Patel (DIN 00195878) is liable to retire by rotation at the ensuing
Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A resolution seeking
shareholders'' approval for his re-appointment along with other required details forms part of the Notice of
AGM.

4. Composition and Meetings of Board of Directors & Committee(s)

The Composition of Board and Committee(s) as on March 31, 2025 and the details of the Meetings of the
Board and Committee(s) of the Company held during FY2024-25 are disclosed in the Report on Corporate
Governance forming part of this Annual Report.

During the year under review, all the recommendations/submissions made by the Audit Committee and other
Committees of the Board were accepted by the Board.

5. Declaration by Independent Directors

Pursuant to Section 149(7) of the Act, Regulation 16(1)(b) and Regulation 25(8) of the Listing Regulations,
the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of
Independence as prescribed in the Act and the Listing Regulations, and are not aware of any situation which
exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an
Independent Director with an objective independent judgement and without any external influence. Further,
veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of
the Listing Regulations.

The Board is of the opinion that the Independent Directors hold highest standards of integrity and possess
the relevant proficiency, expertise and experience to qualify and continue as Independent Directors of the
Company and are Independent from the Management of the Company.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (‘MCA''), all the Independent Directors
have confirmed that they have registered themselves with databank maintained by The Indian Institute of
Corporate Affairs (‘IICA''). These declarations/confirmations have been placed before the Board.

6. Independent Directors’ Meeting

In accordance with the provisions of Listing Regulation and Companies Act, the Independent Directors of
your Company met twice during the financial year, on February 10, 2025 and March 25, 2025, without the
attendance of Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of the Non-Independent Directors, CFO, CEO, Committees and the Board as a
whole along with the performance of the Chairman of your Company, taking into account assessment of the
quality, quantity and timeliness of flow of information between the Company management & the Board and
free flow of discussion on any matter that is necessary for the Board to effectively and reasonably perform
their duties.

7. Relationship between Directors

Mr. Dhairya Patel, Executive Director is related to Mr. Manish Patel, Managing Director. Other than this
relationship, none of the Directors on the Board are related to each other.

8. Number of meetings of the Board

The Board met 12 (Twelve) times during the year under review. The intervening gap between the meetings did
not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of the Board
meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms
part of this Annual Report.

9. Code of Conduct

The Company has adopted the Code of Conduct for its Board Members and Senior Management of the
Company. All the Board members and Senior Management personnel have affirmed compliance with the
applicable Code of Conduct. A declaration as required under Regulation 26(3) of Listing Regulations duly
signed by the Director forms part as an annexure of Corporate Governance Report. The Code is available on
the website of the Company at https://gecpl.com/assets/pdf/policies-and-code-of-conduct/CODE%20OF%20
CONDUCT%20For%20Board%20members%20and%20Senior%20Management.pdf

10. Familiarisation and Training Programmes

The Company has formulated a policy on ‘Familiarisation programme for Independent Directors''. Accordingly,
upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which
inter alia, explains the role, function, duties and responsibilities expected as a Director of the Company.

Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities
in the Company, nature of industry in which the Company operates, business model of the Company, various
businesses in the group etc. The Director is also explained in detail the compliance required from him under
the Act and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board/ Committee
Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering
the business strategies, management structure, management development, quarterly and annual results,
budgets, review of Internal Audit, risk management framework, operations of subsidiaries and associates.

The Policy on Familiarisation programme for independent directors along with the details of the Familiarization
Programmes conducted by the company during the FY2024-25 are available on the website of the Company
and can be accessed at

https://gecpl.com/assets/pdf/policies-and-code-of-conduct/Familiarisation%20Programme%20for%20New%20

Directors.pdf

11. Policy On Directors’ Appointment And Remuneration

Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, as
amended from time to time, requires the Nomination and Remuneration Committee (“NRC”) to formulate a
Policy relating to the remuneration for the Directors, Key Managerial Personnel (“KMP”), Senior Management
and other employees of the Company and recommend the same for approval of the Board.

Accordingly, in compliance to the aforesaid provisions, the Nomination and Remuneration Policy of the
Company is available on the website of the Company and can be accessed at

https://gecpl.com/assets/pdf/policies-and-code-of-conduct/NOMINATION%20AND%20REMUNERATION%20

POLICY.pdf

12. Appointment Criteria And Qualifications:

1) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or Senior Management and recommend to the Board his / her
appointment.

2) A person should possess adequate qualification, expertise and experience for the position he / she is
considered for appointment. The Committee has discretion to decide whether qualification, expertise
and experience possessed by a person are sufficient/ satisfactory for the concerned position.

3) The Company shall not appoint or continue the employment of any person as Managing Director/Whole-
time Director/Manager who has attained the age of seventy years.

Provided that the term of the person holding this position may be extended beyond the age of seventy
years with the approval of shareholders by passing a special resolution based on the explanatory statement
annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy
years.

13. Annual Evaluation:

The Board has adopted a formal mechanism for evaluating its own performance, as well as that of its
Committees and individual Directors, including the Chairman. A comprehensive Board effectiveness
assessment questionnaire was developed, based on the criteria and framework approved by the Board.

The outcome of the evaluation reflected a high level of commitment, engagement, and effectiveness
demonstrated by the Board, its Committees, and senior management. The findings and recommendations
arising from the evaluation process were deliberated upon during the meeting of the Independent Directors
held on February 13, 2025.

The performance evaluation shall be carried out as given below:

Sr. No	Performance Evaluation by	Of Whom
1	Board of Directors	Board as a whole and Committees of Board All Directors excluding the Director being evaluated
2	Independent Directors	Non - Independent Directors Chairman of the Company Board as a whole
3	Committees of Board	Board of Directors

14. Removal:

Due to reasons for any disqualification mentioned in the Act, rules made there under or under any other
applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded
in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the
said Act, rules and regulations.

15. Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Act and the
prevailing internal policy of the Company. The Board will have the discretion to retain the Director, KMP,
Senior Management in the same position / remuneration or otherwise even after attaining the retirement age,
for the benefit of the Company.

16. Provisions Relating to Remuneration of Directors, KMP and Senior Management
• General:

The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management
will be determined by the Committee and recommended to the Board for approval. The remuneration
/ compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the
Company and such other approval, wherever required.

The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of
the Act and Listing Regulations, and the rules made there under for the time being in force.

Increments to the existing remuneration/compensation structure may be recommended by the Committee to
the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person.

The remuneration structure will have a right mix of guaranteed (fixed) pay, pay for performance and long term
variable pay based on business growth and other factors such as growth in shareholder value to ensure that it
is competitive and reasonable.

Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and for Senior
Management for indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel.

Remuneration to Managerial Person, KMP and Senior Management:

1) Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as
may be approved by the Board on the recommendation of the Committee in accordance with the
statutory provisions of the Act and the rules made there under for the time being in force. The break¬
up of the pay scale and quantum of perquisites including employer''s contribution to Provident Fund(s),
pension scheme(s), medical expenses, club fees, etc. shall be decided and approved by the Board on
the recommendation of the Committee and approved by the shareholders and such other approval,
wherever required.

2) Variable Pay:

The Company may in its discretion structure any portion of remuneration to link rewards to corporate and
individual performance, fulfillment of specified improvement targets or the attainment of certain financial
or other objectives set by the Board. The amount payable shall be based on performance against pre¬
determined financial and non-financial metrics.

3) Provision for excess remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay
remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Act. If any
Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in
excess of the limits prescribed under the Act or without such approval, wherever required, he/she shall
refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

Remuneration to Non-Executive/Independent Director:

1) Remuneration/Commission:

The remuneration/commission, if any, shall be in accordance with the statutory provisions of the Act and
the rules made there under for the time being in force.

2) Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fees for attending
meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the
maximum amount as provided in the Act, per meeting of the Board or Committee or such amount as
may be prescribed from time to time.

3) Limit of Remuneration/Commission:

Remuneration/Commission may be paid to Non-Executive Directors within the monetary limit approved
by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as
per the applicable provisions of the Act.

17. List of Key Managerial Personnel (KMP) and Changes during the period under review and till the date
of signing of this report:

Sr. No.	Name of the KMP	Designation	Date of appointment/ cessation
1	Mr. Tarak Gor	Chief Financial Officer*	18th March, 2025
2	Ms. Shital Lokhande	Chief Executive Officer#	13th June, 2025
4	Ms. Krishana Sharma	Company Secretary & Compliance Officer*	06th January, 2025
5	Ms. Simran Agrawal	Company Secretary & Compliance Officer#	03rd April, 2025

18. Committees:

As on date the Company has seven committees of the Board i.e.- Audit Committee, Nomination &
Remuneration Committee, Stakeholders Relationship Committee and Management Committee.

The terms of reference, composition and the details of the meetings of the committees held during the year
under review are provided in Corporate Governance Report.

19. Committees of Board

The details of the committees are provided in Corporate Governance Report, which is a part of this report.

19. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees
in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess
of the limits set out in the said rules, forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in
obtaining such information may address their email to [email protected].

20. Employee Stock Option Scheme

During the period under review the company has not issued any Employee Stock Option Scheme.

21. Report on Corporate Governance

A detailed Report on Corporate Governance in terms of Schedule V of the Listing Regulations for FY2024-25, is
forming part of this Annual Report.

Further, a Certificate from M/s. Yatin Sangani & Associates. Company Secretaries LLP., the Practicing Company
Secretary and Secretarial auditor of the Company confirming compliance of conditions of Corporate Governance as
stipulated in Regulation 34 read with Schedule V to the Listing Regulations is annexed to the Report on Corporate
Governance.

22. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations (as amended from time to time), the Company
has framed Vigil Mechanism/Whistle Blower Policy (“Policy”) to enable directors and employees to report genuine
concerns or grievances, significant deviations from key management policies and reports of any non-compliance
and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior /conduct etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors
or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system which can process all complaints concerning
questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and Listing Regulations. The
same is available on the website of the Company and can be accessed at https://gecpl.com/assets/pdf/policies-and-
code-of-conduct/Whistle%20Blower%20Policv.pdf

23. Prevention of Sexual Harassment of Women at Workplace (“POSH”)

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 (POSH Act) and Rules made thereunder, the Company has constituted Internal Committees (IC). Our
POSH Policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual
harassment issues relating to employees across genders. To build awareness in this area, the Company has been
conducting induction/ refresher programmes on a continuous basis.

Sr. No.	Category	No of complaints
		Pending as on April 01, 2024	filed during the year	Disposed-off during the year	Pending as on March 31, 2025
1	Sexual harassment complaints	NIL	NIL	NIL	NIL

During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress
complaints received regarding sexual harassment.

24. Maternity Benefit

The Company is committed to upholding the rights and welfare of its employees and ensures full compliance with
the provisions of the Maternity Benefit Act, 1961. All eligible women employees are granted maternity benefits in
accordance with the Act, including paid leave and other applicable entitlements.

The Company also promotes a supportive and inclusive work environment and is committed to implementing
measures that facilitate work-life balance for women employees during and after maternity.

25. Risk Management

The Company recognizes that risk is an inherent and unavoidable aspect of business and is fully committed
to proactively and effectively managing it. Our long-term success depends on our ability to identify emerging
opportunities while prudently navigating associated risks.

To this end, the Company has established a disciplined and dynamic process for continuously assessing risks
arising from both internal and external environments, with an emphasis on minimizing their potential impact. Risk
mitigation strategies are embedded within the Company''s overall strategic and operational plans.

The core objective of the Risk Management process is to enable value creation in an uncertain and volatile
environment, promote sound governance practices, address stakeholder expectations proactively.

The Company has adopted a comprehensive Risk Management Policy, which outlines a structured approach to
manage uncertainties and support the achievement of both stated and implicit business objectives. the Board,
is responsible for overseeing the risk management framework and ensuring that key short-term and long-term
business risks are effectively identified, evaluated, and addressed.

Risk identification and mitigation is a continuous process within the Company. After assessing potential
uncertainties, appropriate short-term and long-term action plans are formulated to address risks that may materially
affect the Company''s long-term goals. Mitigation strategies for significant risks are well-integrated into business
plans and are periodically reviewed by senior leadership.

In view of the rapidly evolving business landscape and increasing complexity, the Company regularly reviews and
enhances the adequacy and effectiveness of its risk management systems. Through this process, the Company
seeks to manage risks within the defined risk appetite framework.

The Company''s Risk Management Policy is available on its website and can be accessed at: https://gecpl.com/
assets/pdf/policies-and-code-of-conduct/Risk%20Management%20Policy.pdf

26. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the
Listing Regulations is presented in a separate section forming part of the Annual Report.

27. Statutory Auditors

M/s. Bilimoria Mehta & Co, Chartered Accountants, having Firm Registration Number (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 this AGM.

It is further proposed to re-appoint M/s. Bilimoria Mehta & Co., Chartered Accountants, as the Statutory Auditors
of the Company for a second term of five consecutive years, commencing from the conclusion of the 31st Annual
General Meeting and continuing until the conclusion of the 36th Annual General Meeting, to be held for the financial
year 2029-30. The requisite resolution for their re-appointment forms part of the Notice convening the 31st Annual
General Meeting.

M/s. Bilimoria Mehta & Co has confirmed that they are not disqualified from continuing as Statutory Auditors of the
Company and satisfy the independence criteria.

28. Statutory Auditors’ Report

The Statutory Auditors'' Report issued by M/s. Bilimoria Mehta & Co, Chartered Accountants for the year under
review does not contain any qualification, reservations or adverse remarks. The Notes to the Accounts referred to in
the Auditors'' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(f)
of the Act. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported
any instances of frauds committed in the Company by its officers or employees.

29. 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. Yatin Sangani & 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 2023-2025. The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31,
2025, is annexed herewith as an ‘Annexure IV'' to this Board''s Report.

The observations given by the Secretarial Auditor in their report for the financial year ended March 31,2025 are
self-explanatory except for the following:

Sr. No	Observations	Management Reply
1.	Delay in payment of listing fees as per requirement of Regulation 14 of the SEBI LODR.	The Company has paid the interest amount and in future, payment of listing fees, will be made on time.
2.	The Company has not given prior intimation of Board meeting as per the requirement of regulation 29 of the SEBI LODR 2015. The intimation of Board meeting dated 20.12.2024 for the approval of financial results for the quarter ended June 2024 and September, 2024 was given 18.12.2024	The management acknowledges this matter and assures that necessary measures will be implemented to prevent such instances from occurring in the future.
3.	Non-Compliance of Regulation 33 (3) (a) The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange within forty-five days of end of each quarter, other than the last quarter. The Company has submitted the financial results for the quarter ending June 2024 , September 2024 and December, 2024 with a delay of 127, 33, and 18 days respectively.	The management acknowledges this matter and assures that necessary measures will be implemented to prevent such instances from occurring in the future.
4.	Non-Compliance of Regulation 23 (9) with disclosure of related party transactions on consolidated basis. The Company has submitted the disclosure of related party transaction for the quarter ending March 2025, with a delay of 8 days.	The management acknowledges this matter and assures that necessary measures will be implemented to prevent such instances from occurring in the future.
5.	A delay has been noticed w.r.t. the transfer of the final dividend amount declared in the 29th Annual General Meeting (‘29th 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 notes 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.

Sr. No	Observations	Management Reply
6	Non-Compliance of Regulation 34 (1) wrt submission of Annual report of the Company.	The management acknowledges this matter and assures that necessary measures will be implemented to prevent such instances from occurring in the future
7	The application with NSE for the conversion of warrants into the Equity shares were submitted with 1 day delay.	The delay in the application was due to some technical error, the company was not able to submit application with NSE.

30. 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 September 06, 2025 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 31,2025.

A proposal for ratification of remuneration of the Cost Auditor for the financial year 2025-26 is placed before the
shareholders.

31. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act in relation to the Audited Financial Statements of the
Company for the year ended March 31,2025, the Board of Directors confirm that, to the best of its knowledge and
belief:

1. in the preparation of the Annual Financial Statements, the applicable accounting standards have been
followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and judgements and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that period;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

4. the annual financial statements have been prepared on a going concern basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operating effectively;

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

32. Corporate Social Responsibility

A summary of the Company''s Corporate Social Responsibility (CSR) initiatives, including the key activities
undertaken and the amount spent during the financial year, is provided in Annexure V to this Board''s Report. The
disclosure has been made in the format prescribed under the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

The Company remains committed to contributing meaningfully to society and aligning its CSR initiatives with its core
values and sustainable development goals.

The CSR Policy of the Company, which outlines the guiding principles and focus areas for CSR activities, is
available on the Company''s website and can be accessed at https://gecpl.com/assets/pdf/disclosure-under-
companies-act/policies/CSR%20Policy.pdf

33. Compliance with Secretarial Standard

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the
Board of Directors'' and ‘General Meetings'' respectively.

34. Meetings and Postal Ballot

The company had conducted postal ballot during the year and below resolutions were passed vide Postal Ballot
during the FY2024-25:

Appointment of Mr. Ashok Laxmikant Tiwari as a Non Executive & Independent Director.

The Postal Ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions
of the Companies Act, 2013, read with the rules framed thereunder, and MCA Circulars. M/s. Yatin Sangani &
Associates, Practicing Company Secretaries, (Membership No -A33246, C.P. No. 22681), as the Scrutinizer for
conducting the e-voting process in a fair and transparent manner. The e-voting commenced on Thursday, March 20,
2025 (9.00 AM IST) and closed on Saturday, April 19, 2025 (5.00 PM IST). The Scrutiniser submitted his report on
April 22, 2025 after completion of scrutiny. Voting results are available on the website of the Stock Exchanges and
the Company.

35. Succession Plan

Your Company is conscious of succession planning and therefore gives focus on orderly succession of Directors,
Key Managerial Personnel and Senior Management. Your Company follows a continuous process of evaluation and
coaching to facilitate succession within the hierarchy.

The Policy on Succession Planning for the Board and Senior Management as approved by the Board is uploaded
on the Company''s website and can be accessed at the https://gecpl.com/assets/pdf/policies-and-code-of-conduct/
Policv%20on%20Succession%20Planning%20for%20the%20Board%20and%20Senior.pdf

36. Significant and Material Orders Passed by the Regulators or Courts or Tribunal

During the year under review, there were no significant and material orders passed by the regulators or courts or
tribunals that would impact the going concern status of the Company and its future operations.

37. Investor Relations (IR)

Your Company always believes in striving hard to achieve excellence and leading from the front with adhering
to best practices in IR while maintaining a relationship of trust with investors and all the stakeholders. In the
FY2024-25, your Company increased its interaction with investors and stakeholders. The leadership, including the
Chairman, MD, & CFO while their interaction with stakeholders communicated for the growth potential of business,
capital allocation, plan for scaling up growth gems and various CSR activities.

The Company ensures timely and equitable dissemination of critical information by making all relevant updates
available through stock exchange filings and on its official website, thereby promoting transparency and informed
decision-making.

38. Cyber Security

In view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the
processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology
environment is enabled with real time security monitoring with requisite controls at various layers starting from the
end user machines to network, application and the data.

During the year under review, your Company did not face any cyber security issues.

39. Other Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these matters during the year under review:

• The Company has not issued any sweat equity shares during the year under review and hence no information
as per provisions of Section 54(1) (d) of the Act read with Rule (13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished; There was no revision in the financial statements;

• The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a)(ii) of the Act, read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished;

• During the year under review, no funds were raised through preferential allotment or qualified institutional
placement;

• There were no proceedings, either filed by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

• There was no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgement

The Board of Directors expresses its deep gratitude for the continued guidance, support, and cooperation extended by
the Government of India, regulatory authorities, financial institutions, and banking partners.

We are equally thankful to our valued shareholders, customers, suppliers, and business associates for their unwavering
trust, confidence, and enduring relationship with the Company.

The Board also places on record its sincere appreciation for the dedication, commitment, and hard work of employees
across all levels. Their steadfast efforts have been instrumental in driving the Company''s performance, growth, and
sustained excellence.

For and on behalf of

GENERIC ENGINEERING CONSTRUCTION AND PROJECTS LIMITED

Manish Patel Dhairya Patel

Managing Director Executive Director

(DIN: 00195878) (DIN: 08909705)

Place: Mumbai

Date: September 06, 2025

GENERIC ENGINEERING CONSTRUCTION AND PROJECTS LIMITED

CIN: L45100MH1994PLC082540

Registered Office:

201 & 202, Fitwell House,

2nd Floor, Opp Home Town L B S Road,

Vikhroli (West), Mumbai City, Mumbai,

Maharashtra, India, 400083

E mail : [email protected] | website : https://gecpl.com/

---

Mar 31, 2024

Your Directors have pleasure in presenting the 30th Annual Report (“the Report” / “this Report") along with audited financial statements of your Company, for financial year ended March 31,2024.

1. Financial Highlights:

The standalone financial performance of your Company for the year ended March 31,2024 is summarised below:

(Rs. in Lakhs)

Particulars	2023-2024	2022-2023
Revenue from Operation	28,936.39	27,253.90
Other Income	394.12	137.32
Total Revenue	29,330.52	27,391.22
Expenditure including financial cost and depreciation	28,205.20	25,387.48
Profit/ (Loss) Before Exceptional Item	1125.32	2,003.74
Exceptional Item	-	-
Profit/ (Loss) Before Tax	1125.32	2,003.74
Tax:
Current Tax	285.00	631.00
Deferred Tax Charges/ (Credit)	(273.88)	(158.38)
Profit / (Loss) before continuing operation	1114.20	1531.12
Other Comprehensive Income Deferred tax on above	16.40 (4.13)	3.28 (0.72)
Total Income After Tax including Comprehensive Income	1126..47	1533.68

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, 2024.

3. Company Performance/ Review of Operation:

The total revenue of the Company was Rs. 29,330.52 Lakhs during the year as against Rs. 27,391.22 Lakhs in the previous year. The Company has reported a net profit of Rs. 1114.20 Lakhs during year under review as against a profit of Rs. 1531.12 Lakhs in the previous year after tax. The company''s total income including Comprehensive after Tax is Rs 1126.47 Lakhs as compared to previous year of Rs 1533.68 Lakhs.

4. Subsidiaries and Joint Ventures:

As on March 31, 2024, 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. Reserves:

Company has not transferred any amount to the reserve during the year. All profits are carried forward in the P&L Account.

6. Share Capital:

The Authorised Capital of the Company as on March 31,2024 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).

7. 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.

8. 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.

9. Directors and Key Managerial Personnel:

a. Appointment/ Reappointment/ Cessation

During the FY 2023-24, following changes occurred in the composition of the Board of Directors and Key managerial personnel of the Company.

Sr. No	Name of the Director	Nature of Change	Date of appointment / Cessation
1 .	Vishesh Mahesh Nihalani	Appointed as Independent Director	06/09/2023
2 .	Namita Ravindra Talele	Appointed as an Independent Director	15/02/2024
3 .	Dhairya Manish Patel	Appointed as Additional Executive Director	15/02/2024
4 .	Sheetal Bhavin Nagda	Resigned from the position of Independent Director	22/12/2023
5.	Khushboo Agarwal	Resigned from the position of Company Secretary	22/12/2023
6 .	Krishana Sharma	Appointed as the Company Secretary and Compliance Officer	01/03/2024

b. Director liable to retire by rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Jayesh Sheshmal Rawal, Whole-Time Director, whose office is liable to retire at the ensuing 30th AGM, being eligible, seeks re-appointment. The notice convening the 30th AGM to be held on Tuesday, 31 December, 2024 sets out the details.

10. 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 Company’s code of conduct. Also, the separate meeting of the Independent Directors has been duly convened and held during the year.

11. 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.

12. 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/

13. 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 Company’s 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 2023-24, some action areas have been identified for the Board to engage itself with. These include review of your Company’s 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.

14. Board Meetings:

Composition and Meetings of Board of Directors & Committee(s). The Composition of Board and Committee(s) as on March 31, 2024 and the details of the Meetings of the Board and Committee(s) of the Company held during FY 2023-24 are disclosed in the Report on Corporate Governance (“ANNEXURE I”) forming part of this Annual Report.

During the year under review, all the recommendations/submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.

15. 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”

16. 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

17. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, giving detailed analysis of the Company’s operations as stipulated under Regulation 34 of SEBI (LODR) Regulations, is presented in a separate section forming part of the Annual Report.

18. 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 in a separate section “Annexure -I” along with the certificate from M/s Yatin Sangani & 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

19. Secretarial Standards:

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

20. 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 Arm’s 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.

21. 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 31,2024, 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 Company’s operations.

22. Directors’ Responsibility Statement:

Pursuant to Section 134(3)© 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, 2024, 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, 2024 and of the profit and loss of the company for the period April 01,2023 to March 31,2024.

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.

23. 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 auditor’s report for the financial year 2023-24 on the financial statement on the Company forms a part of this Annual Report. No frauds have been reported by the auditor for the financial year 2024. The said report does not contain any qualification, reservation or adverse remark which calls for any further comments or explanation except the Following:

Sr. No	Observations	Management Reply
1.	A delay has been noticed w.r.t. the transfer of the final dividend amount declared in the 29th Annual General Meeting (''29th AGM'') to the separate bank account opened for that purpose under section 123 of the Companies Act, 2013	The Company be and is hereby notes the said procedural delay. However, the Company ensures 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.

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 2024-2025, 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. Yatin Sangani & 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 2023-2024. The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31,2024, is annexed herewith as an ''Annexure-II'' to this Board''s Report.

The observations given by the Secretarial Auditor in their report for the financial year ended March 31, 2024 are selfexplanatory except for the following:

Sr. No	Observations	Management Reply
1.	The Composition of Audit Committee and Stakeholders Relationship committee was improper from 22nd December 2023 to 31st December 2023	The Audit Committee and Stakeholders Relationship committee is properly constituted. The Company will ensure that the constitution will be proper in the future.
2.	The submission of the Financial Statement as per the requirement of regulation 33(3) of LODR for the quarter ended September 2023 was submitted with a delay of 15 days.	The Company has submitted the Financial Statements as per the requirement of regulation 33(3) of LODR. The Company hereby notes the delay which is occurred and ensures that this type of delay will not be repeated in the future.
3.	The submission of Related Party Transactions as per the requirement of regulation 23(9) of LODR was submitted with a delay of 1 day.	The Company has submitted the Related Party Transactions as per the requirement of regulation 23(9) of LODR. The Company hereby notes the delay which is occurred and ensures that this type of delay will not be repeated in the future.
4.	The submission of the Financial Statement as per the requirement of regulation 33(3) of LODR for the quarter ended March 2023 was submitted with a delay of 31 days and 42 days with BSE and NSE respectively.	The Company has submitted the Financial Statements as per the requirement of regulation 33(3) of LODR. The Company hereby notes the delay which is occurred and ensures that this type of delay will not be repeated in the future.
5.	A delay has been noticed w.r.t. the transfer of the final dividend amount declared in the 29th Annual General Meeting (''29th AGM'') to the separate bank account opened for that purpose under section 123 of the Companies Act, 2013	The Company be and is hereby notes the said procedural delay. However, the Company ensures 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 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 31,2025.

A proposal for ratification of remuneration of the Cost Auditor for the financial year 2024-25 is placed before the shareholders.

24. Going Concern Status:

During the financial year 2023-24, there were no significant or material orders passed by the regulators or courts or tribunals impacting the Company’s going concern status and/or its future operations.

25. Significant and material orders:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the Company’s going concern status and/or its future operations.

26. Corporate Social Responsibility:

During the year under review, Corporate Social Responsibility Expenditure is not applicable to our company due to the 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 31,2023 an amount of Rs. 275.36 Lakhs of the excess CSR Expenditure is available with the Company to set-off against the CSR Expenditure of the Company for the FY 2023-24.

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 Board’s 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

27. 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 behaviour, actual/ suspected fraud and violation of the Company’s 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 WhistleBlower Policy.

The Company has disclosed information about the establishment of the Whistle Blower Policy on its website https://gecpl.com/company-policies.php

During the year, no person has been declined access to the Audit Committee, wherever desired.

28. 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 Company’s website at www.gecpl.com

29. Business Responsibility and Sustainability Report:

The Business Responsibility and Sustainability Report for the financial year ended March 31, 2024 as stipulated under Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.

30. 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.

31. 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 Board’s report.

32. 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 employee’s 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.

33. 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.

34. 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.

35. 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.

36. Revision in Credit Ratings:

During the financial year 2023-24, the Company has obtained the following ratings:

Facilities	Ratings	Rating Action
Long Term Rating	CRISIL BB--/Stable	Reaffirmed
Short Term Rating	CRISILA4	Reaffirmed

37. 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 Company’s 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.

38. 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: 14/11/2024

c/o: 201 & 202, Fitwell House,

2nd Floor, Opp Home Town LBS Road,

Vikhroli (West), Mumbai City - 400083,

Maharashtra, India

---

Mar 31, 2023

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 29^th 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 29^th 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 Company’s 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 Company’s 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 Company’s 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 Company’s
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 Arm’s 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 Company’s 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 auditor’s 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
Board’s Report.

The observations given by the Secretarial Auditor in their report for the financial year ended March 31, 2023 are self¬
explanatory 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 Company’s 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 Company’s
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 Board’s 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 Company’s 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 Company’s
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 Board’s 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 employee’s 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 Company’s 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

---

Mar 31, 2018

The Board of Directors of your Company take pleasure in presenting the 24^th (Twenty-Fourth) Board’s report on business and operations of the Company together with the Audited Financial Statements and the Auditor’s Report thereon for the financial year ended March 31, 2018.

(i) FINANCIAL REVIEW: -

The Company’s financial performance, for the financial year ended March 31, 2018 is summarized 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 basis was Rs 138.32 Crs. Your Company has earned a profit of Rs 11.50 Crs as compared to Rs 1.65 Crs for the previous financial year.

(iii) SHARE CAPITAL: -

During the year under review, your Company has raised funds by increasing its Authorized 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 been altered by availing approval from the Shareholders in their Extra-Ordinary General Meeting dated March 10, 2018. During the year, the Company has increased the Authorized Share Capital from Rs. 18,00,00,000/- (Rupees Eighteen Crores only) to Rs. 23,00,00,000/- (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 allotted 15,24,022 (Fifteen Lakhs Twenty-Four Thousand and Twenty-Two) equity shares for consideration in Cash at face value of Rs 10/- (Rupees Ten only) per Equity Shares at a price of Rs 190/- (Rupees One Hundred and Ninety only) each, Rs 180/- (Rupees One Hundred and 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 and allotted 4,00,000 (Four Lakh only) Convertible Warrants of Rs. 190/- (Rupees One Hundred and Ninety only) each to Promoter and Promoter group and out of which 3,00,000 (Three Lakh only) 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 allotted 10,89,431 (Ten Lakhs Eighty-Nine Thousand Four Hundred and Thirty-One) Equity Shares for consideration in Cash at face value of Rs 10/-(Rupees Ten only) per Equity Shares at a price of Rs 190/- (Rupees One Hundred and Ninety only) each, Rs 180/ - (Rupees One Hundred and 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 and allotted 17,00,000 (Seventeen Lakhs only) Convertible Warrants of Rs. 190/- (Rupees One Hundred 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 upto July 01, 2019 for Non-Promoter (Public category).

(iv) LISTING OF SHARES: -

Your Company’s shares are listed on BSE Ltd effective September 2015. The annual listing 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/- per Equity Share of Rs 10/- each for the current financial year 2017-18. The distribution of dividend will result in pay-out of an amount aggregating to Rs 19,26,966/- excluding tax on dividend. The Dividend pay-out is subject to approval of shareholders at the ensuing Annual General Meeting. The company proposes not to carry any amount to reserves for the financial year 2017-18.

(vi) DEPOSITS: -

Your Company has not, during the year under review, accepted any deposit within the meaning 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 detailed analysis 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 diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization’s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.

In terms of Regulation 34 of SEBI (LODR) Regulations, a separate section on Corporate Governance with a detailed report on Corporate Governance (Annexure V) and a certificate from Mr Aditya Kelkar (Annexure IV), 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.

(ix) SECRETARIAL STANDARDS: -

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

(x) GOING CONCERN STATUS: -

There were no significant or material orders passed by the regulators or courts or tribunals’ 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 2013 read with SEBI (LODR) Regulations, Annual Performance Evaluation of each Board members individually, including each of the Independent Directors, as well as the working of the Board committees has been carried out. A brief statement on methodology adopted appears in the report on Corporate Governance (Annexure V).

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 on May 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 during the year. The details of the meetings of the Board including that of its Committees and Independent 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 as the Chairman; Mr Rajesh Ladhad and Mr Tarak Bipinchandra Gor as the Members. The Board of Directors has accepted all the recommendations given by Audit Committee during the year under review. Further details on the Audit Committee and other Committees of the Board are given 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 and Remuneration Policy of the Company which also contains the criteria for determining qualifications, positive attributes and independence of Directors. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhance organizational performance.

The Company’s Board comprises of 8 (Eight) Members as on March, 31 2018.

During the year under review, Ms Trupti Mitul Patel (DIN: 07822208) was appointed as an Additional Non-Executive Director on 29^th May, 2017. The resolution seeking appointment/regularization of Ms Trupti Mitul Patel as Non-Executive Director was taken into consideration at the 23^rd Annual General Meeting of the Company dated September 29, 2017.

Mr Jayesh Sheshmal Rawal (DIN: 00464313) was appointed as an Additional Executive Director w.e.f August 11, 2017. The resolution seeking appointment/regularization of Mr Jayesh Rawal as Executive Director was taken into consideration at the 23^rd Annual General Meeting of the Company dated September 29, 2017.

During the year under review, Col Anurag Chandra Mani Pathak (DIN: 02627362) was appointed as an Additional NonExecutive Independent Director on February 08, 2018 and is proposed to be appointed as Non-Executive Independent Director of the Company, whose office is not liable to retire by rotation, at the ensuing AGM scheduled to be held on 05^th September, 2018 together with the brief details.

The Directors are reputed professionals with diverse functional expertise, industry experience, educational qualifications, and gender mix relevant to fulfilling the Company’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 the Articles of Association of the Company, Mr. Tarak Bipinchandra Gor, the Whole-Time Director and CFO of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has tendered his willingness to be re-appointed. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of the retiring Director has been given in 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 Directors confirming that they meet the criteria of independence as prescribed under the Companies Act 2013 and SEBI (LODR) Regulations 2015.

Familiarization Programme for the Independent Directors

In compliance with the requirements of SEBI (LODR) Regulations, 2015 your company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, Business models etc. The details of familiarization programme are explained in the Corporate Governance Report. The same is also 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 thereunder, following 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, your Directors state that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2018 and of the profit of the Company for the year under review;

3. 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;

4. the Directors have prepared the annual accounts for the financial year ended 31^st March, 2018 on a ‘going concern’ basis;

5. 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; and

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

(xvi) RELATED PARTY TRANSACTIONS: -

In line with the requirements of the Act and Listing Regulations, your Company has formulated a policy on related party transactions which is also available on Company’s website at http://www.gecpl.com/. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given as Annexure II in Form AOC-2 and the same forms part of this report. None of the transactions with any related 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 the Company has no Subsidiaries. However, the Company has a holding Company viz Generic Engineering and Construction Private Limited having a stake of 47.81 % as on 31^st March, 2018.

(xviii) AUDITOR AND AUDITORS’ REPORT: -

STATUTORY AUDITORS

M/s SDA & Associates (Firm Registration No. 120759W) are the Statutory Auditors of the Company for the year ended March 31, 2018. Their appointment as the Statutory auditors will be ratified at the ensuing Annual General meeting pursuant to the provisions of section 139 of the Companies Act, 2013 and rules made thereunder.

STATUTORY AUDITORS REPORT:

The Auditors’ Report to the members on the Accounts of the Company for the financial year ended March 31, 2018 does not contain any qualification.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, 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 the size, scale and complexity of its operations. During the year, such controls were tested, and no reportable material weakness in the design or operation was observed.

The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal audit reports along with implementation and recommendations contained therein are periodically reviewed by the Audit Committee of the Board.

SECRETARIAL AUDITOR AND AUDIT REPORT

Your Company has pursuant to Section 204 of the Companies Act, 2013, appointed Mr. Aditya Kelkar, Practicing Company Secretary as Secretarial Auditor vide Board Resolution dated August 02, 2018 to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2018. The Report of the Secretarial Auditor is annexed as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with rules made thereunder, the Company is required to appoint Cost Auditor for the audit of cost records 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 an appropriate 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, 2013 in respect of Corporate Social Responsibility were not applicable as the net worth, turnover and profit during any previous financial year is less than the amount as stipulated.

However, during the FY 2018-19, the criteria of applicability Corporate Social Responsibility becomes applicable as the Net Profit of the Company as on 31^st March, 2018 exceeds stipulated limit of Rs 5 Crore only.

Pursuant to this the Company in its meeting held on 02^nd August, 2018 has constituted a Committee for Corporate Social Responsibility comprising of following Directors:

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 WB Policy are explained in the Corporate Governance Report and also posted on the website of the 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 and Administration) Rules, 2014, an extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure I.

(xxii) 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.

(xxiii) PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rule, 2014 is not provided.

Further, during the year under review, there were following foreign exchange transactions:

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 with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure III to this Report.

Having regard to the provisions of the first proviso to Section 136 (1) of the Act and as advised, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and 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 employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. Your Company has adopted a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules framed thereunder. The Company has also set up “Prevention of Sexual Harassment Committee” (the Committee) to redress the Complaints received regarding sexual harassment which has formalized a free and fair enquiry process with clear timeline. During the year under review, there was no complaint registered 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 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.

(xxvii) MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this report, there have been no material changes and commitments, which can affect the financial position of the Company occurred between the end 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 B Minus; Outlook: Stable) rating from CARE Ratings Limited (CARE).

(xxix) AWARDS

During the year under review, Company has received an Award of Excellence in Construction and Engineering by Make in India Foundation.

(xxx) RISK MANAGEMENT

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 Company’s 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 Management Discussion and Analysis Report forming the part of this Annual Report.

(xxxi) 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

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:- 02^nd August, 2018 Managing Director Whole-time Director

DIN:00195878 DIN:01550237

---

Mar 31, 2016

To,

The M ember s

The Director are please to present you 22^nd Annual Report of you Company together with the Audited Statement of Accounts for the year ended March, 2016.

1.FINANCIAL RESULTS:

Financial Results	For the Year ended 31st March, 2016 (Amt in INR Rs.)	For the Year ended 31st March, 2015 (Amt in INR Rs.)
Income/ (Loss	55,82,216/ -	7 ,59,390/-
Less: Expenditure	41,30,88/ -	5 ,07,674/ -
Profit/ (Loss) before	14,51,399/-	2,51,716/-
Less: T ax Expense	2, 84 ,59/ -	51 , 820/ -
Profit/ (Loss) after	19,16,880/-	1,99,896/-

2.REVIEW OF OPERATION:

The Company has made a profit of Rs. 9,6,880 /- during the Financial Year 20116 as against the profit of Rs. 1,99,896 /- made during the Financial Year 2015.

3.DIVIDEND:

Your Director do not recommend any dividend for the year ended on 3lst March 2016 with a view to conserve the resources for future.

4.FIXED DEPOSITS:

During the year under review, Company has not invited or accepted any Fixed Deposits from the public.

5.DIRECTORS:

During the year under review Mr. Ravindra T Mishra entire by rotation and being eligible offers himself for re appointment at the ensuing Annual General meeting.

Pursuant to the provisions of section 203 of the Act Key Managerial Personnel⁷ the Company are Mr. Ravindra T Mishra, Managing Director, or chief Financial Officer Mr. Deepak Mehta and Ms. Richa Dalwani, Company Secretary.

The Board of Director appointed Mr. Deepak Ratilal Mehta as Additional Director at their meeting held on 12^th February, 2016. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Executive Director

The Board of Director appointed Mr. Jaymin Piyushbhai Modi as Additional Director at their meeting held on 12^th February, 2016. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as Directors.

The Board of Director appointed Ms. Sheetal Bhavin Nagda as Additional Director at their meeting held on 1^st June, 2016. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

6.DIRECTOR RESPONSIBILITY STATEMENT:

In term of provisions of Section (5) of the Companies Act,2013 , your Director confirm that:

a) that in the preparation of the annual accounts for the financial year ended 31st March 2016 applicable accounting standards had been followed along with proper explanation relating to material departures .

b) that the Director has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as on give and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss Company for the year review.

c) that the Director is had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions has Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Director had prepared the accounts for the financial year ended March, 2016 on a going concern basis .

e) The Director had laid down internal financial controls to be followed by Company and that such internal financial controls are adequate and were operating effectively.

f) The Director had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. INTERNAL AUDITORS:

The Company has re- appointed Mr. Ashvin Thumar, Chartered Accountants, Mumbai, as internal auditor the company for financial year 2016-17 .

8. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended updates not applicable since your Company has no such employees .

9.NUMBER OF MEETINGS:

The Board has met Five times during the Financial Year the details of which are as under:

30th May 2015; 14th August 2015; 26th August 2015; 09th November 2015 and 12th February 2016.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

1Q.BOARD EVALUATION:

Pursuant to the proxies of the Companies Act, 2013,the Board has carried out an evolution of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee s.

11.SUBSIDIARIES:

Provision of Section 129 (3) of the Companies Act, 203 is not applicable as the company has no subsidiaries .

12.MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis profit for the year under review presented in a separate section forming the part of the Annual Report.

13.AUDITORS AND AUDITORS REPORT:

The Board put forward the notification of M/s. Koshal & Associated chartered Accountants, statutory Auditors of the Company who was appointed in 21stAnnual General Meeting for shareholders ratification for the year 2016-17, who has also given their consent to act as a Statutory Auditor for the year 2016-17

Necessary Resolution for ratification of their appointment has been proposed in the Notice of General Meeting for the consideration of the Members of the Company.

The observations made by eh Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended March 3} 261 are self-explanatory and therefore do not call for any further comments, as it does not contain any qualification in the same.

14.AUDIT COMMITTEE, STAKEHOLDER’S RELATIONSHIP COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE:

During the F.Y 201-6, Four (4) Audit Committee Meetings, Four Stakeholder Grievance Committee Meetings, and One 1) Nomination And Remuneration Committee meeting were held and the Composition as on 31.03.2016 is as below:

AUDIT COMMITT
Mr. Jaymin Mod	Chairman & Independent Direct
Mr. Paresh Path	Member & Independent Direct
M r .Ravindr a Mishi	M ember & Managing Direct

STAKEHOLDEGRIEVANCE COMMIT''
Mr. Jaymin Mod	Chairman & Independent Direct
Mr. Paresh Path	Member & Independent Direct
Mr. Ravindra Mish]	M ember & Managing Direct

NOMINATION AND REMUNERATION COM
Mr. Jaymin Modi	Chairman & Independent Director
Mr. Paresh Path	Member & Independent Direct
Mr. Ravindra Mishr	M ember & Managing Direct

15.CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsible are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover the Rupees One Thousand Crore and Net Profit less than rupees Five Crore.

16.RELATED PARTY TRANSACTIONS:

All related party transactions there entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related persons are made by the Company with Promoters, Key Managerial Personnel or being granted persons which may have potential conflict with interest of Company at large Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules are given as Annexure A in Form AO-2 and the same forms part of this report.

17.STATEMENTS OF PARTICULARS UNDER RULE, 8(3) OF COMPANIES (ACCOUNTS) RULES ,2014:

Information in accordance with the provisions of Section 134 (3)(m) of the Act under Rules 18(3) of the Companies(Accounts) Rules,2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of Company.

18.SECRETARIAL AUDIT REPORT:

As required under section 201 (1) of the Companies Act 42013 and Rules made there under the Company has appointed Ms. Urmila Bohra Practicing Company Secretary as Secretarial Auditor of Company for the financial Year 2015-16 . The Secretarial Audit Report forms part of the Annual report Annexure C to the Boards Report.

The Company has not appointed Chief Financial Officer (KMP) during the year 2015-16 and is in process of appointing the same.

In the context of the above remark, the Company hereby submits that it has appointed Mr. Deepak Mehta as Chief Financial Officer w.e.f 13.08.2016.

19.EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

Management of the company is making efforts to put adequate systems and process in the company commensurate with the size and operation of the company to monitor and ensure compliance with public laws, rules, regulations and guidelines.

20.EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in FMGT9 is annexed here with a Annexure B to the Board Report.

21.CORPORATE GOVERNANCE:

As per Regulation 5(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, £20®*!t on Corporate Governance is not applicable as the Company is not falling within the prescribed ambit as mentioned there in. The paid up Share Capital of the Company 5010,4000- (Five Crore Ten Lakhs Four Thousand Only) and Net worth 45,292,644 /- (Four Crore Fifty Two Lakhs Ninety Two Thousand Six Hundred and Forty Four Only).

22.PARTICULARS OF THE LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Though the Section86(2) makes restriction Section 186(3), empowers a Company to give loan, guarantee or provide any security or acquisition beyond the limit but subject to prior approval of member special s resolution passed at a general meeting.

The Company in its 21^st Annual General Meeting! obtained the approval of members vide its special resolution N o. 8 and specified its limit.

Disclosure of particulars of loan, guarantee given and security provided:

In pursuant to provisions of Section 186(4) of the Act, it is duty of the Company to disclose Financial Statement the full particulars of the loan, guarantee given and security provided and its which actions disclosed in notes to Balance Sheet, Note No .9

23.IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential alignments at different level and lays down the procedure for minimization of risks. Risk Management and integral part of Management policy and is an ongoing process integrated with the operations.

Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigations for identified risks are in place and may not threaten the existence of the Company.

24.STOCK EXCHANGES:

The Company’s shares are listed on the following Stock Exchanges:

(i)The Ahmadabad Stock Exchange Limited (ASE Ltd.)

(ii) Bombay Stock Exchange Limited (BSE Ltd.)

The shares of the Company 51,00,400 Equity Shares of Rs. 10/ - got listed on Bombay Stock Exchange Limited (BSE Ltd) through Direct Listing route and got the Trading Approval from BSE Ltd from effect 21^st October, 2015.

25.WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism of Directors or and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulation unethical conduct.

26.DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN N INE854S01014 has been allotted for the Company.79.77% of the Company’s Paid-up Share Capitals in dematerialized form as on 30^th March, 2016 and balance 20.23 % is in physical form.

Further the Company does not have any Equity shares lying in the Suspense Account.

27.ACKNOWLEDGEMENT:

Your Director are pleased to place on the record their significant attitude to the Government Authorities and other Business Associates for their operation extended of the Company during the year under review.

Place: Mumbai For and on behalf of the Board of Directors

Date: 13.08.2016 For Welplace Portfolio & Financial Consultancy Services Limited

Sd/- Sd/-

Mr. Ravindra Mishra Mr. Deepak Mehta

Director Director

DIN:00051204 DIN: 00046696

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Mar 31, 2015

Dear Members

THE Directors are please to present you the 21stAnnual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2015

1. FINANCIAL RESULTS:

Financial Results For the Year ended For the Yearended 31st 31st M arch, 2015 March, 2014 (Amt in INR Rs .) (Amt in INR Rs.)

Income/(Loss) 1759390/- 2295287/-

Less: Expenditure 1507674/- 2094761/-

Profit/ (Loss) before tax 251716/- 200526/-

Less: Tax Expenses 51820/- 43000/-

Profit/ (Loss) after tax 199896/- 157526/-

2. REVIEW OF OPERATION:

The Company has made a profit of Rs. 1,99,896/- during the Financial Year 2014-15 as against the profit of Rs. 1,57,526/- made during the Financial Year 2013-14.

3. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March 2015 with a view to conserve the resources for future.

4. FIXED DEPOSITS:

During the year under review, the Company has not invited or accepted any Fixed Deposits from the public.

5. DIRECTORS:

During the year under review Mr. Ravindra T Mishra retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General meeting.

Mr. Ravindra T Mishrais being designated as Managing Director of the Company upon the approval of the m embers of the Company at the ensuing Annual General Meeting for a term of 5 years w.e.f 01/09/2015 to 31/08/2020.

The Boardof Directors appointed Ms. Zeal Mahesh Bilakhia as Additional Director at their meeting held on 31st March, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

6.DIRECTORRESPONSIBILITY STATEMENT:

In term of provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such ac counting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year review.

c) that the Directors had 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, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7.INTERNAL AUDITORS:

The company has appointed Mr. Ashvin Thumar, Chartered Accountants, Mumbai, as internal auditor of the company for financial year 2015-16.

8. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules , 2014 as amended up to date is not applicable since your Company has no such employees.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, guarantees or in vestments covered under the provisions of section 186 of the Companies Act, 2013.

10. NUMBER OF MEETINGS :

The Board has met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

11. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12.SUBSIDIARIES:

Provision of Section 129 (3) of the Companies Act, 2013 is not applicable as the Company has no subsidiaries.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming the part of the Annual Report.

14. AUDITORS AND AUDITORS REPORT:

Koshal & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at the last Annual General Meeting to hold office till the conclusion of this Annual General Meeting. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 141 of the Companies Act, 1956. Pursuant to the provisions of Section 139 and Rules framed thereunder, M/s.Koshal & Associates. Chartered Accountants, has been appointed as statutory auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2019, subject to ratification of their appointment by the shareholders at every AGM. Your Directors recommend their re-appointment and to fix their remuneration.

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended March 31, 2015 are self-explanatory and therefore do not call for any further comments, as it does not contain any qualification in the same .

15. AUDIT COMMITTEE, STAKEHOLDER'S RELATIONSHIP COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE:

Audit and Stakeholder Relationship Committees consist of Mr. Mahesh J Raut - Chairman, Mr. Paresh Pathak and Mr. Ravindra T Mishra as members.

A detailed note on the Board and Its committees is given under the Corporate Governance Report section in this Annual Report.

16. RELATED PARTY TRANSACTION S:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 a re given as Annexure in Form AOC-2 and the same forms part of this report.

17. STATEMENTS OF PARTICULARS UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

Information in accordance with the provisions of Section 134 (3)(m ) of the Act read with Rule 8(3) of the Companies(Accounts) Rules,2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

18. SECRETARIAL AUDIT REPORT:

As required under section 204 ( 1) of the Companies Act, 2013 and Rules made thereunder the Company has appointed Mandar Palav & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure- C to the Board's Report.

19. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

Management of the company is making all efforts to put adequate systems and process in the company commensurate with the size and operation of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure B to the Board Report.

21. CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from Mr. Koshal Maheshwari, Chartered Accountant in Practice, regarding compliance of the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

22. PARTICULARS OF THE LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not made any Loansorgiven any guarantees covered under the provisions of section 186 of the Companies Act,2013.

The details of the Investments made by Company are given in the Schedule to the Balance Sheet.

23. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct .

24. ACKNOWLEDGEMENT:

Your Directors are pleased to place on the record their sincere gratitude to the Government Authorities and other Busin ess Associates for their valued Co-operation extended of the Company during the year under review.

For and on behalf of the Board

Welplace Portfolio & Financial Consultancy Services Limited

Sd/- Mr. Ravindra T. Mishra Date: 26 08 2015 Chairman Place: Mumbai DIN : 00051204

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Mar 31, 2014

Dear Members

The Directors are please to present you the 20th Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2014

1. FINANCIAL RESULTS:

Financial Results For the Year ended For the Year ended 31st March, 2014 31st March, 2013 (Amt in INR) (Amt in INR)

Income/ (Loss) Rs.2295287/- Rs.2834623/-

Less: Expenditure Rs.2,094,761/- Rs.2831230/-

Profit/ (Loss) before tax Rs.200,526/- Rs.3393/-

Less: Tax Expenses Rs.43000/- Rs.300/-

Proft/ (Loss) after tax Rs.157,526/- Rs.3093/-

2. REVIEW OF OPERATION:

The Company has made a profit of Rs. 157,526/- during the Financial Year 2013-14 as against the profit of Rs. 3,093/- made during the Financial Year 2012-13.

3. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March 2014 with a view to conserve the resources for future.

4. CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from Mr. Koshal Maheshwari, Chartered Accountant in practice, regarding compliance of the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

5. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public with the meaning of section 58-A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest was outstanding on the date of balance sheet.

6. DIRECTOR RESPONSIBILITY STATEMENT:

In term of provisions of Section 217(2AA) of the companies Act, 1956, your Directors confirm that:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

7. PARTICULARS OF EMPLOYEES

During the year under review, none of the employee was drawing remuneration, which require disclosure under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. Management Discussion And Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming the part of the Annual Report.

9. BOARD OF DIRECTORS:

During the year under the review, the Constitution of the Board is duly set-up. None of the Board members resigned from the Board and no new directors been inducted to the board.

However, Mr. Ravindra T. Mishra, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible to offer himself for re-appointment.

10. AUDITORS AND AUDITORS REPORT:

Koshal & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at the last Annual General Meeting to hold office till the conclusion of this Annual General Meeting. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fix their remuneration.

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended March 31, 2014 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956 as it does not contain any qualification in the same.

11. PARTICULAR OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSOPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In view of the nature of activities which are being carried on by the company, Rule 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, concerning conversation of energy and technology absorption respectively is not applicable to the Company.

The operation of the company is confined within the territory of India only and therefore, the details relating to export etc are nil.

12. ACKNOWLEDGEMENT

Your Directors are pleased to place on the record their sincere gratitude to the Government Authorities and other Business Associates for their valued Co-operation extended of the Company during the year under review.

For and on behalf of the Board

Place: Mumbai Sd/- Date: 02.09.2014 CHAIRMAN

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Mar 31, 2013

Dear Members

The Directors are please to present you the 20th Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2012

1. FINANCIAL RESULTS:

Financial Results For the Year ended For the Year ended 31st March, 2013 31st March, 2012 (Amt in INR) (Amt in INR)

Income/ (Loss) 28,34,623 67,745

Less: Expenditure 28,31,230 62,970

Profit/ (Loss) before tax 3,393 4,775

Less: Tax Expenses 300 900

Proft/ (Loss) after tax 3,093 3,875

2. REVIEW OF OPERATION:

The Company has made a pro?t of Rs. 3,093/- during the Financial Year 2012-13 as against the pro?t of Rs. 3,875/- made during the Financial Year 2011-12.

3. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March 2012 with a view to conserve the resources for future.

4. CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from Mr. Koshal Maheshwari, Chartered Accountant in practice, regarding compliance of the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

5. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public with the meaning of section 58-A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest was outstanding on the date of balance sheet.

6. DIRECTOR RESPONSIBILITY STATEMENT:

In term of provisions of Section 217(2AA) of the companies Act, 1956, your Directors confirm that:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

7. PARTICULARS OF EMPLOYEES

During the year under review, none of the employee was drawing remuneration, which require disclosure under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. Management Discussion And Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming the part of the Annual Report.

9. BOARD OF DIRECTORS:

There was no change in the constitution of the Directors during the year.

However, Mr. Paresh Pathak, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible to offer himself for re-appointment.

10. AUDITORS AND AUDITORS REPORT:

Koshal & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at the last Annual General Meeting to hold office till the conclusion of this Annual General Meeting. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fix their remuneration.

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended March 31, 2012 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956 as it does not contain any qualification in the same.

11. PARTICULAR OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSOPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In view of the nature of activities which are being carried on by the company, Rule 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, concerning conversation of energy and technology absorption respectively is not applicable to the Company.

The operation of the company is confined within the territory of India only and therefore, the details relating to export etc are nil.

12. ACKNOWLEDGEMENT

Your Directors are pleased to place on the record their sincere gratitude to the Government Authorities and other Business Associates for their valued Co-operation extended of the Company during the year under review.

For and on behalf of the Board

Place: Mumbai Sd/- Date: 24.08.2013 Director

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Mar 31, 2012

Dear Members

The Directors are please to present you the 20th Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2012

1. FINANCIAL RESULTS:

Financial Results For the Year ended For the Year ended 31st March, 2012 31st March, 2011 (Amt in INR) (Amt in INR)

Income/ (Loss) 67745 7076199

Less: Expenditure 62970 7074807

Profit/ (Loss) before tax 4775 1392

Less: Tax Expenses (900) Nil

Proft/ (Loss) after tax 3875 1392

2. REVIEW OF OPERATION:

The Company has made a pro?t of Rs. 3,875/- during the Financial Year 2011-12 as against the pro?t of Rs. 1392/- made during the Financial Year 2010-11.

3. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March 2012 with a view to conserve the resources for future.

4. CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from Mr. Koshal Maheshwari, Chartered Accountant in practice, regarding compliance of the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

5. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public with the meaning of section 58-A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest was outstanding on the date of balance sheet.

6. DIRECTOR RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

7. PARTICULARS OF EMPLOYEES

During the year under review, none of the employee was drawing remuneration, which require disclosure under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. Management Discussion And Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming the part of the Annual Report.

9. BOARD OF DIRECTORS:

There was no change in the constitution of the Directors during the year.

However, Mr. Paresh Pathak, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible to offer himself for re-appointment.

10. AUDITORS AND AUDITORS REPORT:

Koshal & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at the last Annual General Meeting to hold office till the conclusion of this Annual General Meeting. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fix their remuneration.

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended March 31, 2012 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956 as it does not contain any qualification in the same.

11. PARTICULAR OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSOPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In view of the nature of activities which are being carried on by the company, Rule 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, concerning conversation of energy and technology absorption respectively is not applicable to the Company.

The operation of the company is confined within the territory of India only and therefore, the details relating to export etc are nil.

12. ACKNOWLEDGEMENT

Your Directors are pleased to place on the record their sincere gratitude to the Government Authorities and other Business Associates for their valued Co-operation extended of the Company during the year under review.

For and on behalf of the Board

Place: Mumbai Sd/- Date: 02.08.2012 Ravindra Mishra Chairman

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Mar 31, 2011

Dear Members

The Directors are please to present you the 20th Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2011

1. FINANCIAL RESULTS:

Financial Results For the Year ended For the Year ended 31st March, 2011 31st March, 2010 (Amt in INR) (Amt in INR)

Income/ (Loss) Rs.7076199/- Rs.8536648/

Less: Expenditure Rs.7074807/- Rs.8535939/

Profit/ (Loss) before tax Rs.1392/- Rs.709/

Less: Tax Expenses Nil Nil

Proft/ (Loss) after tax Rs.1392/- Rs.709/

2. REVIEW OF OPERATION:

The Company has made a profit of Rs. 1392/- during the Financial Year 2010-11 as against the profit of Rs. 709/- made during the Financial Year 2009-10.

3. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March 2012 with a view to conserve the resources for future.

4. CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from Mr. Koshal Maheshwari, Chartered Accountant in practice, regarding compliance of the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

5. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public with the meaning of section 58-A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest was outstanding on the date of balance sheet.

6. DIRECTOR RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

7. PARTICULARS OF EMPLOYEES

During the year under review, none of the employee was drawing remuneration, which require disclosure under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. Management Discussion And Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming the part of the Annual Report.

9. BOARD OF DIRECTORS:

There was no change in the constitution of the Directors during the year.

However, Mr. Ravindra Tribhuvan Mishra, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible to offer himself for re-appointment.

10. AUDITORS AND AUDITORS REPORT:

Koshal & Associates, Statutory Auditors of the Company, retire at the forth coming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board recommends their reappointment.

11. PARTICULAR OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSOPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In view of the nature of activities which are being carried on by the company, Rule 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, concerning conversation of energy and technology absorption respectively is not applicable to the Company.

The operation of the company is confined within the territory of India only and therefore, the details relating to export etc are nil.

12. ACKNOWLEDGEMENT

Your Directors are pleased to place on the record their sincere gratitude to the Government Authorities and other Business Associates for their valued Co-operation extended of the Company during the year under review.

For and on behalf of the Board

Place: Mumbai Sd/- Date: 22.08.2011 Director