Directors' Report Dear Members, 1.Your Directors have pleasure in presenting the 24th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2015. 2. PERFORMANCE & STATE OF AFFAIRS OF THE COMPANY: Income from tender support services reduced as compared to the previous year and consequently profits for the year also diminished. The Board of Directors of the Company is continuously making efforts for the growth of the Company. 3. DIVIDEND: Your Directors recommended dividend on equity shares at Rs. 0.10 per share for the financial year 2014 - 15. 4. SHARE CAPITAL: At present, the Company has only one class of shares - equity shares with face value of Rs. 10/- each. The authorized share capital of the company is Rs. 40,00,00,000/- divided into 4,00,00,000 equity shares of 710/- each. The paid up share capital of the company is Rs. 38,75,16,450/- divided into 3,87,51,645 equity shares of Rs.10/-each. 5. RESERVES: Reserves & Surplus at the end of the year stood at Rs. 440,291,201 as compared to Rs. 438,737,554 at the beginning of the year. 6. DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 7. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE: During the period under review, several energy conservation initiatives were adopted and were taken by the Company and its subsidiaries. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year. 8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company. 9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS: No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company's operation in future. 10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: With a view to market the Company across the globe, your company has 5 International subsidiaries. Apart from International subsidiaries, there is one wholly owned Indian subsidiary. As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on standalone financial statements and a report on performance and financial position of each of the subsidiaries included in the consolidated financial statements is included in the financial statements. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.gnrl.in . Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.gnrl.in . Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office. 11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY: Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements. 12. MEETING OF BOARD OF DIRECTORS: During the year under the review, 8 (Eight) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report. Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. 13. EXTRACTS OF ANNUAL RETURN: An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II. 14. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions. 15. DIRECTORATE AND KEY MANAGERIAL PERSONNEL: The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning. In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Malav Mehta (DIN: 01234736) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment. The Company had, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Ms. Sarika Abhijit Kulkarni (DIN 07141926), as an Independent Woman Director of the Company w.e.f. March 30, 2015. Pursuant to the provisions of section 203 and other applicable provisions of the Companies Act, 2013 and the Listing Agreements entered into with Stock Exchanges, the Company had appointed Ms. Sheetal G. Pandya, as Company Secretary and Compliance Officer of the company w.e.f. August 14, 2014. The term of appointment of Shalin A. Shah as Managing Director of the company expired on 22/01/2015. The Board re-appointed him as Managing Director of the Company for a period of Five years from 22.01.2015 to 21.01.2020 on the remuneration and terms and conditions recommended by the Nomination & Remuneration Committee. 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. There is change in the constitution of Board of Directors during the year. As required under Section 203 of the Companies Act, 2013, the Company has Mr. Shalin A. Shah (Managing Director) and Ms. Sheetal G. Pandya (Company Secretary) as Key Managerial Personnel of the Company. 16. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS: Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The following were the Evaluation Criteria: (a) For Independent Directors: - Knowledge and Skills - Professional conduct - Duties, Role and functions (b) For Executive Directors: - Performance as Team Leader/Member. - Evaluating Business Opportunity and analysis of Risk Reward Scenarios - Key set Goals and achievements - Professional Conduct, Integrity - Sharing of Information with the Board The Directors expressed their satisfaction with the evaluation process. 17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS: The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report. 18. MANAGERIAL REMUNERATION The Company has paid Mr. Shalin A. Shah (Managing Director) remuneration during the year. A detail of the remuneration paid is elaborated in extract of Annual Return (MGT-9) in Annexure II. 19. INDEPENDENT DIRECTORS' MEETING: Independent Directors of the Company had met during the year under review details of which are given in the Corporate Governance Report. 20. COMMITTEES OF THE BOARD: During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Nomination and Remuneration Committee. There are currently Three Committees of the Board, as follows: 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders' Relationship Committee Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report. 21. AUDITORS: A. Statutory Auditors M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 30th September, 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) that their appointment, if made, would be in conformity with the limits specified under the Act. It is proposed to ratify the appointment M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) to audit the accounts of the Company for the financial year 2015-2016. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. B. Secretarial Auditors Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Patel & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV There is no qualification, reservation or adverse remark in the Secretarial Audit Report given by the Secretarial Auditors in their Report. C. Internal Auditors: The Board of Directors has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2015-16. 22. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK: The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively. 23. RISK MANAGEMENT: Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize. 24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY: In accordance with Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct. 25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE: As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company. 26. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. 27. DIRECTORS' RESPONSIBILITY STATEMENT: In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that- i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. The directors had 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 at the end of the financial year 31st March, 2015 and of the profit and loss of the company for that period; iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. The directors had prepared the annual accounts on a going concern basis; v. 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, and vi. 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. 28. CORPORATE GOVERNANCE: As required by the existing Clause 49(X) of the Listing Agreement entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Practicing Company Secretary's Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is attached as ANNEXURE VI. 29. GENERAL SHAREHOLDER INFORMATION: General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report 30. CORPORATE SOCIAL RESPONSIBILITY: The Company is not required to constitute Corporate Social Responsibility Committee or spend on social responsibility pursuant to section 135 of the Companies Act, 2013. 31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Report on Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement is included in this Report. Certain statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. 32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES : Disclosures pertaining 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 is annexed herewith as Annexure III. 33. Listing of shares: The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 513536 & security id: GNRL. The Company confirms that the annual listing fee to the stock exchange for the financial year 2015-16 has been paid. 34. ACKNOWLEDGEMENT: Your Directors take this opportunity to express their gratitude for the generous commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support. For and on behalf of the Board Sd/-Ashok C. Shah Director DIN: 02467830 Sd/- Shalin A. Shah Managing Director DIN: 00297447 Place: Ahmedabad Date: August 14, 2015 |