Generic Engineering Construction & Projects Ltd

To

The Members

Generic Engineering Construction and Projects Limited

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)

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.

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 officeis 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 a rming 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 con rmed 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-con ict of interest. Further, the evaluation process was based on the a rmation 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)c of the Companies Act, 2013 (including any statutory modi cation(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company con rms 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 a airs 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 ( ve) consecutive years and hold officeupto 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 quali cation, reservation or adverse remark which calls for any further comments or explanation except the Following:

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modi cation(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 self-explanatory except for the following:

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 rati cation 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-o 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-o 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 Whistle-Blower 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 o cers 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:

37. Risk Management:

The Risk Management framework enables identi cation 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.