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)

(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:

(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:

(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