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Directors Report of Ganesh Housing Corporation Ltd.

Mar 31, 2015

Dear Shareholders,

Ganesh Housing Corporation Limited,

The Directors have pleasure in presenting the Twenty Fourth Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2015.

1. STANDALONE FINANCIAL RESULTS

[Rs. in lacs]

Particulars Year Ended Year Ended 31/03/2015 31/03/2014

Net Sales/Revenue from operations 18449.03 17766.49

Other Income 260.75 444.64

Total Expenditure 9107.56 7117.52

Interest and Financial Charges 5266.13 5406.63

Gross Profit before Depreciation and Tax 4336.09 5686.98

Depreciation 298.82 232.24

Net Profit before tax 4037.27 5454.74

Less: Provision for taxation 850.0 1150.00

Less: Provision for Wealth Tax 2.94 2.72

Less: Deferred Tax 6.97 49.79

(Add)/Less: (Excess)/Short provision of income tax of earlier years w/off 6.61 93.48

Add: Excess provision of Wealth Tax of earlier years w/off 0.00 (0.37)

Profit After Tax 3170.75 4159.11

Add: Extraordinary items 0.00 0.00

Net Profit after Extraordinary items 3170.75 4159.11

Profit and Loss Account:

Opening Balance 31819.63 29067.30

Add: Transfer from Statement of Profit and Loss 3170.74 4159.11

Total Amount available for appropriation 34990.37 33226.41

Appropriations:

(a) General Reserve 10.00 420.00

(b) Dividend on Equity shares 849.38 849.05

(c) Tax on Dividend 169.83 137.74

Closing Balance 33961.16 31819.62

2. REVIEW OF OPERATIONS

Financial performance of the year:

Our total income on standalone basis increased to Rs. 18449.03 lacs from Rs. 17766.49 lacs in previous year, at the growth rate of 3.70%. Further, during the year under review the Company booked other income of Rs. 260.75 lacs.

Total Expenditure (excluding interest & financial charges and depreciation) of the Company increased from Rs. 7117.52 lacs to Rs. 9107.56 lacs. After providing for interest and financial charges of Rs. 5266.13 lacs and depreciation of Rs. 298.82 lacs, the Profit before Tax stood at Rs. 4037.27 lacs and Net Profit after Tax (PAT) at Rs. 3170.75 lacs. Further, after providing appropriations of Rs. 1029.21 lacs, the balance i.e. Rs. 33961.16 lacs was carried to Balance Sheet.

Changes in Equity Share Capital:

During the year under review the Company has allotted 12,666 equity shares of Rs. 10/- each (Premium Rs. 161/-) pursuant to conversion of Employee Stock Options on 21st July, 2014. Consequently the issued, subscribed and paid up share capital of the Company increased from 32655880 to 32668546.

Material Changes and Commitments after close of financial year:

The Members of the Company authorized Board of Directors of the Company for the issue of Non-Convertible Debentures on Private Placement Basis upto Rs. 100 Crores vide the resolution passed at the Extraordinary General Meeting of the Company dated 28th February, 2015. Thereafter, the Board issued and allotted 3000 Non-Convertible Debentures of Rs. 100000/- each on private placement basis on 17th April, 2015.

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 10.00 lacs to the General Reserve out of the amount available for appropriation.

4. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.60/- (Previous year Rs. 2.60/-) per equity share of Rs. 10/- each for the year ended 31st March, 2015. This will absorb Rs. 849.38 lacs.The Company will pay dividend distribution tax amounting to Rs. 169.82 lacs to the Central Government.

5. FUTURE OUTLOOK

The Indian real estate market which mainly comprises of Residential, Commercial, Retail and Hospitality sub-segments, has come a long way, transforming from un-organized to one of the most dynamic and organized sectors of the economy. The new government has initiated many forward looking and pragmatic reforms and regulations that are bound to have a long-term and positive impact on the sector. These include:

a) Notification by the Securities & Exchanges Board of India (SEBI) on the Real Estate Investment Trusts (REITs) regulations making REIT more feasible by allowing internationally acclaimed investment structure in India.

b) Unveiling of initiatives like 100 Smart Cities and a commitment to Housing for All are expected to go a long way in boosting sustained investments and developments in the sector.

c) Amendment to the Foreign Direct Investment (FDI) rules by reducing the minimum built-up area from 50,000 sq. mt. to 20,000 sq. mt., as well as reduction in capital requirement from US$ 10 million to US$ 5 million, which is to be achieved within six months from the date of commencement of the project. The exit norms have also been simplified, making it attractive for investors in the sector.

Moreover, the Ahmedabad real estate sector is undergoing a rapid transition and transformation. A slew of infrastructure development projects undertaken in the last few years have completely changed the real estate scenario in the city. These developments have changed the demographics of the city, with new areas and localities emerging as new pockets of growth and expansions. Today, localities like Sanand, Bopal, Science City, Thaitej, S. G. Highway, Satellite and Ashram Road are witnessing surge in development of both residential and commercial projects.

Looking to the aforesaid positivity, the Company has embarked on its most aspirational Project till date that promises to put Ahmedabad on the map of premium international class homes and offices. The Company through its subsidiary viz. Essem Infra Private Limited has launched a residential project inspired by the famous French Alfresco style open-garden homes called Maple Tree-Garden Homes Project. It is situated near Thaltej and is spread over a vast expanse of 1 3,53,744 sq. ft. the project has 512 unit of 3BHK, 4BHK and 3BHK Penthouses.

The Company will also carry out a commercial and retail development along with Maple Tree Project under the name and style "Maple Trade Centre" and "Maple Shopola". Maple Trade Centre takes office space to the next level of elegance with deep design and meticulous planning. It offers office space comprising 13 storeys and ranging from 750 sq. ft. to 4000 sq. ft. with total saleable areas of 3,41,147 sq.ft. Maple Shopola consist of 66 shops which is below the Maple Tree Garden Homes and Maple Trade Centre Project having total saleable area of 1,33,883 sq.ft.

Over and above the aforesaid project, the Company is also planning to launch its most awaited Mega Projects viz. (1) Township Project - Smile City 1 & Smile City 2 and (2) Special Economic Zone Project. Moreover, continuing upon the tremendous response and appreciation of our residential projects Malabar County 1 and Malabar County 2, we are also planning to launch Malabar County 3, a residential Project.

6. FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial year under review and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

7. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The Company has four Subsidiaries viz. Gatil Properties Private Limited, Yash Organiser Private Limited, Shaily Infrastructure Private Limited and Maheshwari (Thaltej) Complex Private Limited as on 31st March, 2015. Out of the said Companies, Gatil Properties Private Limited and Maheshwari (Thaltej) Complex Private Limited are the material non-listed Indian Subsidiary Companies. Further, Essem Infra Private Limited became the Subsidiary Company w.e.f. 1st April, 2015.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013 read with Clause 32 of Listing Agreement entered into with the Stock Exchanges, we have prepared Consolidated Financial Statement of the Company and all its subsidiaries in accordance with the relevant accounting standards which forms part of the Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format i.e. AOC-1 also forms part of Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website viz. www.ganeshhousing.com.

8. EMPLOYEES STOCK OPTIONS SCHEME

The Company implemented the Employees Stock Option Scheme ("ESOP 2010") in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI Guidelines"). Further, the terms of references with regard to administration and monitoring of the ESOP 2010 had been looked after by Nomination and Remuneration Committee.

As required by Clause 12 of SEBI Guidelines, information with respect to active stock Options as at 31st March, 2015 is given below:

a. Total Options Granted as on 1st April, 2014: 5,95,879

b. Exercise Price or Pricing Formula : Discount up to a maximum of 30% to the Market price i.e.Rs. 244/-. Hence, Exercise Price per option stands atRs. 171/-.

c. Options Vested: 1,18,084

d. Options Exercised : 12,666

e. The total number of shares arising as a result of exercise of Options : 12,666 Equity Shares

f. Options Lapsed: 1,16,487

g. Variation in terms of Options : Not Applicable

h. Money realized by exercise of Options : Rs. 21,65,886/-

i. Total number of Options in force [(a) - (d) - (f)] : 4,66,726

j. Employee-wise details of options granted to-

(i) Senior managerial personnel

: Rajendra M. Patel - 35,000

: Vijay R. Lalaji - 35,000

: Bhavin H. Mehta - 35,000

(ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year

: Not Applicable

(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

: Not Applicable

k. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20'Earnings Per Share'

: Not Applicable.

Basic and Diluted EPS of the Company is Rs. 9.71

I. Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed

: Not Applicable

m. Weighted average exercise price of Options whose

(a) Exercise price equals market price (Rs.) : No such Grants

(b) Exercise price is greater than market price (Rs.) : No such Grants

(c) Exercise price is less than market price (Rs.) Weighted average fair value of options whose

: Rs.171/-

(a) Exercise price equals market price (Rs.) : No such Grants

(b) Exercise price is greater than market price (Rs.) : No such Grants

(c) Exercise price is less than market price (Rs.) : Rs. 141.54

n. A description of the method and significant Note: The Company has granted Nil options during the assumptions used during the year to estimate the fair F.Y. 2014-2015 (Previous Year Nil).

values of options, including the following weighted- The Company had calculated fair value of options for average information: options granted on 30th October, 2010 using the Black Scholes method as option-pricing model,

(i) risk-free interest rate : 7.50% to 7.98%

(ii) expected life : 2.50 to 6.50

(iii) expected volatility : 65.02% to 64.71%

(iv) expected dividends, and : 1.97%

(v) the price of the underlying share in market at the time of option grant

: Rs. 243.85

The Company has received a Certificate dated 17th May, 2015 from the Auditors of the Company that the ESOP 2010 Scheme has been implemented in accordance with the Guidelines and as per the resolution passed by the members of the Company authorizing issuance of ESOP.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment:

As per the provisions of Sub-section (6) of Section 152 of the Companies Act, 2013, Mr. Dipak G. Patel, Chairman and Whole-time Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Board recommends his re-appointment.

During the year under review, the members approved the appointments of Dr. Bharat J. Patel, Dr. Tarang M. Desai and Mr. Ashish H. Modi as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Mr. Shekhar G. Patel as the Managing Director of the Company for the further term of 5 years w.e.f. 1st July, 2014.

The Independent Directors of the Company had submitted a declaration at the time of their appointment that they meet the criteria of independence as per the provisions of Companies Act, 2013 and Listing Agreement. Further, similar declaration had been received from them at the first meeting of Board of Directors of the Company for the financial year 2015-2016.

Further, Ms. Aneri D. Patel was appointed as an Additional Non-Executive Director by the Board of Directors at their meeting held on 17th April, 2015 to hold office until the ensuing Annual General Meeting.

The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee and Audit Committee, appointed Mr. Nilesh Shah as Chief Financial Officer of the Company w.e.f. 1st October, 2014.

Brief resume of the Directors proposed to be appointed/ re-appointed, nature of their experience and other details, as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the 24th Annual General Meeting of the members of the Company.

Resignation:

During the year under review, two independent directors viz. Mr. Sanjay M. Kothari and Mr. Arvind R. Nanavati resigned as Director w.e.f. 5th May, 2014. Further, Ms. Lalitaben G. Patel resigned as a Director of the Company w.e.f. 17th April, 2015.

The Board placed on record its deep appreciation for the valuable contribution made by Mr. Kothari, Mr. Nanavati and Ms. Patel during their tenure as Director of the Company.

10. DIRECTORS'RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors states that:-

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed to the extent applicable to the Company. There are no material departures in the adoption of the applicable Accounting Standards;

(ii) 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 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 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;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and were operating effectively and;

(vi) 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.

11. UNCLAIMED AND UNPAID DIVIDENDS

Amount of Rs. 1,28,99,377/- is lying in the unpaid equity dividend account of the Company as on 31st March, 2015. Further, during the year under review Rs. 5,85,890/- pertaining to unpaid/unclaimed dividend for the financial year 2006-2007 has been transferred to Investor Education and Protection Fund Account.

Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956 (the corresponding provision in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), dividend which is unclaimed/ unpaid for period of seven years from the date it became due for payment, is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claims. Attention is drawn that the unclaimed/unpaid dividend for the financial years 2007-08 is due for transfer to IEPF on 26th September, 2015; hence, the said unpaid/unclaimed dividend will be transferred to IEPF A/c on or before 26th October, 2015. In view of this, the Members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company/Company's Registrar and Share Transfer Agent, MCS Share Transfer Agent Limited. The details of the consolidated unclaimed/unpaid dividend details as required by the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, for all the unclaimed/unpaid dividend accounts outstanding (drawn up to the date of Twenty Third Annual General Meeting on September 15, 2015) in terms of the Ministry of Corporate Affairs Notification No. G.S.R. 352 (E) dated May 10, 2012 has been uploaded on the Company's website: www.ganeshhousing.com.

12. STATUTORY DISCLOSURES

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 and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided as Annexure - A.

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 are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Directors Ratio to median Remuneration

Mr. Dipak G. Patel 42.74:1

Mr. Shekhar G. Patel 42.77:1

Dr.Tarang M. Desai 0.24:1

Dr. Bharat J. Patel 0.11:1

Mr. Ashish H. Modi 0.26:1

Ms. Lalitaben G. Patel* 0.13:1

Mr. Sanjay M. Kothari* Not Applicable

Mr. Arvind R. Nanavati* Not Applicable

* Note:

1. Ms. Lalitaben G. Patel resigned as Director w.e.f. 17th April, 2015

2. Mr. Sanjay M. Kothari and Mr. Arvind R. Nanavati resigned as Director w.e.f. 5th May, 2014. Further, no sitting fees was paid to both the directors as the Board Meeting was held after the resignation date.

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Directors, Chief Financial % increase in Officer and Company remuneration in the Secretary financial year

Mr. Dipak G. Patel 72.31

Mr. Shekhar G. Patel 72.15

Dr.Tarang M. Desai 213.61

Dr. Bharat J. Patel 83.33

Mr. Ashish H. Modi 146.77

Ms. Lalitaben G. Patel 91.86

Mr. Sanjay M. Kothari* -100.00

Mr. Arvind R. Nanavati* -100.00

Mr. Nilesh Shah, Chief - Financial Officer*

Ms. Priti Jani, Company 23.33 Secretary

Note:

* Mr. Sanjay M. Kothari and Mr. Arvind R. Nanavati resigned as director w.e.f. 05/05/2014 and no sitting fees was paid to them during the period of their office for F.Y. 2014-2015;

#The CFO was appointed on 01/10/2014 and the remuneration for CFO is for part year, hence the same has not been compared.

c) The percentage decrease in the median remuneration of employees in the financial year: 0.78;

d) The number of permanent employees on the rolls of Company as on 31st March, 2015:122;

e) Relationship between average increase in remuneration and Company performance:- The Profit before Tax for the financial year ended 31st March, 2015 decreased by 25.99% whereas the decrease in median remuneration was 0.78%. The average decrease in median remuneration was in line with the performance of the Company.

f) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

Aggregate Remuneration of Key Managerial Personnel’s (KMP) in financial year 31st March, 2015 (Rs. in lakhs)

225.18

Revenue (Rs. in lakhs) 18449.03

Remuneration of KMPs (as a % of revenue)

1.22%

Profit Before Tax (Rs. in lakhs) 4037.27

Remuneration of KMPs (as a % of Profit Before Tax)

5.58%

g) - Variations in the market capitalisation of the Company: The market capitalisation as on 31st March, 2015 was Rs. 33828. 30 lakhs as compared toRs. 26385.95 lakhs as on 31st March, 2014. Hence, the increase is market capitalisation is 28.21%.

- Price Earnings ratio of the Company as at 31st March, 2015 is 10.66 compared to 6.34 as at 31st March, 2014.

- Percent increase over/decrease in the market quotations of the shares of the Company as compared to the rate at which the Company came out with the last public offer in the year:- The Company had come out with a public offer in the year 1993 for 21,00,000 equity shares of Rs. 10/- each for cash at par. The market price of the equity shares of the Company as on 31st March, 2015 was Rs. 102.20/- (BSE) and Rs. 103.55 (NSE) for face value Of Rs. 10/- each representing an increase of 922.00% and 935.50% respectively.

h) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 6.14% whereas the increase/decrease in the managerial remuneration for the same financial year was 65.78%.

The remuneration of Managing Director and Whole-time Director was Rs. 5.00 lakhs p.m. since last 5-6 years. Further, the duties and responsibilities of managerial personnel have increased manifold as many projects are at different stages of implementation. The Company has embarked upon a massive expansive drive by undertaking various projects. Considering the strenuous efforts put in by Mr. Dipak G. Patel as Whole- Time Director and Mr. Shekhar G. Patel, Managing Director of the Company, it was proposed to revise the remuneration as Rs. 10.00 lakhs p.m. w.e.f. 1st July, 2014 with proportionate increase in the perquisites.

i) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

j) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

k) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel, Senior Management Personnel and other Employees.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in Annexure - B annexed hereto and forms part of this Report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is annexed as Annexure - C hereto and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with the Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed as Annexure - D hereto and forms part of this Report.

Certificate from the Statutory Auditors M/s. J. M. Parikh & Associates, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

13. AUDITORS AND AUDITORS'REPORT Statutory Auditor:

M/s. J. M. Parikh & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors of the Company were appointed as the Auditor of the Company at the 23rd Annual General Meeting held on 15th September, 2014 to hold the office till the conclusion of the twenty sixth Annual General Meeting to be held in the year 2017. In terms of first proviso to Section 139 of Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s. J. M. Parikh & Associates, Chartered Accountant, Ahmedabad, is placed for ratification by the Shareholders. In this regard, the Company has received a Certificate from the Auditor to the effect that if their appointment will be ratified, it would be in accordance with the provisions of Section 141 of Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor:

As per provisions of Section 204 of Companies Act, 2013, the Board of Directors of the Company appointed C.S. Anand Lavingia, Practising Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report for the financial year 2014-2015, is annexed herewith marked as Annexure - E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditor:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, as amended. Construction Industry is covered under the ambit of mandatory cost audits from the financial years commencing on or after 1st April, 2014. Accordingly, the Board of Directors at their meeting held on 14th August, 2014, appointed M/s. J. B. Mistri & Co., Cost Accountants, Ahmedabad as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2015.

Further, in terms of Companies Act, 1956 and Rules prescribed thereunder, the Cost Compliance Report for the year 2013-2014 has been filed under Form A XBRL mode within the due date of filing.

14. COMMITTEES OF BOARD OF DIRECTORS

The Company has the following Committees of the Board:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee.

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

The Board of Directors of the Company at its meeting held on 30th May, 2014 approved and adopted Nomination and Remuneration Policy as recommended by Nomination and Remuneration Committee w.e.f. 1st June, 2014. The Nomination and Remuneration Policy framed by the Company as per the provisions of section 178(4) of the Act, is attached as Annexure - F.

15. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as provided under sub-section (3) of Section 92 of Companies Act, 2013 for the financial year 2014-2015 is attached as Annexure - G.

16. MEETINGS OF BOARD

During the financial year 2014-2015, the Board of Directors met for Eleven (11) times viz. 8th May, 2014; 30th May, 2014; 21st July, 2014; 14th August, 2014; 30th September, 2014; 13th October, 2014; 14th November; 2014; 30th December, 2014; 3rd February, 2015; 10th February, 2015 and 4th March, 2015 respectively.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED IN SECTION 188(1) OF THE COMPANIES ACT, 2013

During the year under review there were no contracts or arrangements with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013. Further, there were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered into by the Company in the normal course of business are periodically placed before the Audit Committee for review.

Members may refer to the notes to the accounts for details of related party transactions. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. Since all Related Party Transactions entered into by the Company were in ordinary course of business and were on arms' length basis. Form AOC-2 is not applicable to the Company.

Policy on related party transactions was considered and approved by the Board at its Meeting held on 30th September, 2014 to be effective from 1st October, 2014. The policy has also been uploaded on the website of the Company at www.ganeshhousing.com.

18. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186:

Pursuant to Section 186 of Companies Act, 2013, the particulars of loans given, investments made, guarantees given and securities provided for business purpose are stated in the standalone financial statement. Please refer to Note Nos. 43,13 & 33 to the standalone financial statement.

19. RISK MANAGEMENT

As per Clause 49 of listing agreement, the Company is required to lay down the procedures about the risk assessment and minimisation procedures. In accordance with the said clause the Company has adopted risk management framework with the following objectives:

1. Aligning the corporate strategies & objectives to the risk appetite

2. Providing a formal organisation structure for risk management

3. Integrated approach to risk management at strategic level

4. Systematic approach and use of special tools for risk management

5. Providing Board/Management oversight

In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. Thus, the Company has in place risk management policy which also includes identification of elements of risk, if any, which in the opinion of the board may threaten the existence of the company.

20. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of Companies Act, 2013,the Company has formed Corporate Social Responsibility Committee (CSR Committee) comprising of following members:

Sr. Name of Director Category/ Position No. Designation

1. Mr. Dipak G. Patel Chairman & Chairman Whole-time Director

2. Mr. Shekhar G. Patel Managing Member Director

3. Dr. Tarang M. Desai Independent Member Director

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company as specified under Schedule VII of Companies Act, 2013, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: www.ganeshhousing.com.

The annual report on CSR containing particulars as specified under Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is as per Annexure - H to the Report.

21. ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance. Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

22. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

23. INTERNAL FINANCIAL CONTROLS

With reference to financial statements, the Company has in place adequate financial controls in form of policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of 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.

24. AUDIT COMMITTEE

The Audit Committee comprises of total three members out of which two are Independent and Non-executive Directors viz. Mr. Ashish H. Modi (Chairman) & Dr. Tarang M. Desai, Member and third member is Managing Director viz. Mr. Shekhar G. Patel. All the recommendations made by the Audit Committee were accepted by the Board.

25. VIGIL MECHANISM

The Company has adopted the whistle blower mechanism for directors and employees to report concern about unethical behaviour, actual or suspected fraud, or violation of Company's Code of Conduct and Ethics. The whistle blower policy is available on the website of the Company. The web link of the same viz. www.ganeshhousing.com.

26. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2014-15, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed of and appropriate action taken and Nil complaints remain pending as of 31st March, 2015.

27. ACKNOWLEDGMENTS

Your directors express a deep sense of gratitude for assistance and co-operation received from customers, vendors and shareholders and banks viz. Tamilnad Mercantile Bank Limited, HDFC Bank Ltd, Canara Bank, Karnataka Bank and JSC VTB Bank as well as various NBFC Lenders, Central & State Government authorities, other business associates, who have extended their valuable support during the year under review. Your directors take this opportunity to place on record their gratitude and appreciation for the unstinted supports of all the employees at all the levels of the Company.

For & on behalf of Board of Directors

Dipak G. Patel

Date : 30th June, 2015 Chairman

Place :Ahmedabad (DIN: 00004766)


Mar 31, 2014

Dear Shareholders,

Ganesh Housing Corporation Limited,

The Directors have pleasure in presenting the Twenty Third Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2014.

STANDALONE FINANCIAL RESULTS

(Rs in Lacs) Paticular Year Ended Year Ended 31-03-2014 31-03-2013

Net Sales/Revenue from operations 17766.49 15482.91

Other Income 444.64 1307.79

Total Expenditure 6034.62 6164.08

Interest and Financial Charges 5406.63 5246.19

Gross Profit before dep. and taxation 6769.88 5380.43

Depreciation 1315.14 248.75

Net Profit before tax 5454.74 5131.68

Less: Provision for taxation 1150.00 1050.00

Less: Provision for Wealth Tax 2.72 3.00

Less: Deferred Tax 49.79 123.55

(Add)/Less:(Excess)/Short provision of income tax of earlier yearsw/off 93.48 (349.71)

Add:Excess provision of Wealth Tax of earlier years w/off 0.37 0.00

Profit After Tax 4159.11 4304.84

Add: Extra ordinary items 0.00 0.00

NetProfit after Extra ordinaryitems 4159.11 4304.84

Profit and Loss Account: Opening Balance 29067.30 25543.81

Add:Transfer from Statement of Profit and Loss 4159.11 4304.84

Total Amount available for appropriation 33226.41 29848.65

Appropriations :

(a) General Reserve 420.00 250.00

(b) Dividend on Equity shares 849.05 457.18

(c) Tax on Dividend 137.74 74.17

Closing Balance 31819.62 29067.30

REVIEW OF OPERATIONS

Our total income on standalone basis increased to Rs.. 17766.49 lacs from Rs.. 15482.91 lacs in previous year, at the growth rate of 14.75%. Further, during the year under review the Company booked other income of Rs.. 444.64 lacs.

Total Expenditure (excluding interest & financial charges and depreciation) of the Company decreased from Rs.. 6164.08 lacs to Rs.. 6034.62 lacs. After providing for interest and financial charges of Rs.. 5406.63 lacs and depreciation of Rs.. 1315.14 lacs, the Profit before Tax stood at Rs.. 5454.74 lacs and Net Profit after Tax (PAT) at Rs.. 4159.11 lacs. Further, after providing appropriations of Rs.. 1406.79 lacs, the balance i.e. Rs.. 31819.62 lacs was carried to Balance Sheet.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 420.00 lacs to the General Reserve out of the amount available for appropriation.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.60/- (Previous year Rs. 1.40/) per equity share of Rs. 10/- each for the year ended 31st March, 2014. This will absorb Rs. 849.05 lacs. The Company will pay dividend distribution tax amounting to Rs. 137.74 lacs to the Central Government.

FUTURE OUTLOOK

The Indian construction market is expected to be the world''s third largest by 2020. It is currently the fourth largest sector in the country in terms of FDI inflows. The market is projected to reach US$ 649.5 billion by 2020 from US$ 360 billion in 2010. Real estate contributes about 5 per cent to India''s GDP. The market size of this sector is expected to increase at a compound annual growth rate (CAGR) of 11.2 per cent during F. Y. 2008–2020.

Moreover, the Government of India has shown support for the industry. It has allowed foreign direct investment (FDI) of up to 100 per cent in development projects for townships and settlements, as well as formally approved 577 special economic zones (SEZs). The Real Estate (Regulation and Development) Bill, 2013 was tabled in Rajya Sabha in August 2013 and was referred to the standing committee for further discussion and review. The key objective of the Bill is to regulate and promote real estate sector, ensure efficiency and transparency in the functioning of the sector and to protect the interest of consumer in the sector.

There is vast opportunity for the real estate sector to grow. Numerous regions in India are ready to be transformed into a land of townships; to serve the ever-increasing housing needs. The residential segment is undergoing a significant change; due to several benefits of staying in township having features of well-designed structures and top class amenities to provide enjoyable residential solutions and convenient living places in peaceful, eco-friendly surroundings.

Looking to the market sentiments, your Company is planning to embark on its most awaited township project by 2014-2015. Further, on residential front the Company is planning to roll out Malabar County 3 Project located at village: Tragad, Near S. G. Road, Ahmedabad.

FIXED DEPOSITS

During the year under review, there were no such deposits which were due for repayment on or before 31st March, 2014 and were not claimed by the depositors on that date.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The Company has four Subsidiaries viz. Gatil Properties Private Limited, Yash Organiser Private Limited, Shaily Infrastructure Private Limited and Maheshwari (Thaltej Complex) Private Limited as on 31st March, 2014. Out of the said Companies, Gatil Properties Private Limited is the material non-listed Indian Subsidiary Company.

Pursuant to Clause 32 of the Listing Agreements entered into with the Stock Exchanges, consolidated financial statements of the Company shall be published in Annual Report in addition to standalone statements. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 211(3C) of the Companies Act, 1956. The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Ministry of Corporate Affairs, Government of India has granted general exemption under Section 212(8) of the Companies Act, 1956 vide General Circular No: 2/2011 dated 8th February, 2011 from attaching the Balance Sheet, Statement of Profit & Loss Account and other documents of the Subsidiaries to the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said general circular, is disclosed in this Annual Report. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies. The consolidated financial results of the Company include financial results of its Subsidiary Companies.

STATUTORY DISCLOSURES

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure - A to the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure – B annexed hereto and forms part of this Report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT Management Discussion & Analysis report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is annexed as Annexure – C hereto and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Your company is committed to maintain the highest standard of Corporate Governance. Your Directors adhereto the requirements set out in Clause 49 of the Listing Agreement with the Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed as Annexure – D hereto and forms part of this Report.

Certificate from the Statutory Auditors M/s J. M. Parikh & Associates, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

EMPLOYEES STOCK OPTIONS SCHEME

The Company implemented the Employees Stock Option Scheme ("ESOP 2010") in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI Guidelines"). Further, the terms of references with regard to administration and monitoring of the ESOP 2010 had been looked after by Nomination and Remuneration Committee.

As required by Clause 12 of SEBI Guidelines, information with respect to active stock Options as at 31st March, 2014 is given below:

a.Total grant authorized by Members on 30th October, 2010 15,00,000options

b. Total Options Granted as on 1st November,2010 9,98,815 options

c. Exercise Price or Pricing Formula Discount up to a maximum of 30%to the Market price i.e. t 244/-. Hence, Exercise Price per option stands at Rs 171/

d. Options Vested 3,57,534

e. Options Exercised Nil

f. The total number of shares arising as a result of exercise ofOptions Nil

g. Options Lapsed 4,02,936

h. Variation in terms of Options Not Applicable

i. Money realized by exercise of Options Not Applicable Optionsvested not exercised.

j. Total number of Options inforce[ (b)(e)(g) 5,95,879

k. Employee wise details of options grantedto -

(i) Senior managerial personnel - Rajendra M. Patel 35,000

- Vijay R. Lalaji 35,000

- Bhavin H. Mehta 35,000

(ii) Any other employee who receives a grant in any one eyear of option amounting 5% or more of option granted during thatyear Not Applicable

(iii) Identified employees who were granted Not Applicable option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time ofgrant

l Diluted Earnings Per Share (EPS) pursuant Not Applicable to issue of shares on : Options have not exercise of optioncalculated in been exercised accordance with Accounting Standard (AS) 20 ''Earnings PerShare''

m.Where the company has calculated theemployee Not Applicable compensation cost Options have not using the intrinsicvalue of the stock options, been exercised the difference between the employeecompensation cost so computed and the employee compensation cost thatshall have been recognized if it had used the fair value of theoptions, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed

n. Weighted average exercise price of Options whose

(a) Exercise price equals market price (Rs): No such Grants

(b) Exercise price is greater than market price (Rs): No such Grants

(c) Exercise price is less than market price (Rs)171/- Weighted average fair value of options whose

(a) Exercise price equals market price (Rs) : No such Grants

(b) Exercise price is greater than market price (Rs) : No such Grants

(c) Exercise price is less than market price(Rs) 141.54/-

description of the method and significant assumptions used during : Note: The Company has granted Nil options duringF.Y.2013-2014 (Previous Year Nil) the year to estimate the fair values of options, including thefollowing the weighted-average information:

The Company had calculated fair value of options for options granted on30th October 2010 using the Black Scholes method as option-pricingmodel. (i) risk-free interest rate : 7.50% to 7.98%

(ii) expected life : 2.50 to 6.50

(iii) expected volatility : 65.02% to 64.71%

(iv) expected dividends, and : 1.97%

(v) the price of the underlying share in market at the time of : Rs. 243.85 option grant

he Company has received a Certificate dated 17th May, 2014 from the Auditors of the Company that the ESOP 2010 Scheme has been implemented in accordance with the Guidelines and as per the resolution passed by the members of the Company authorizing issuance of ESOP.

DIRECTORS

Two directors of the Company resigned from position of director w.e.f. 5th May, 2014. Mr. Arvind R. Nanavati resigned due to his ill health and Mr. Sanjay M. Kothari resigned as director of the Company due to his pre-occupation. The members of the Board placed on record warm appreciation of valuable services rendered by these two directors during their tenure of directorship with the Company.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Ashish H. Modi, Dr. Bharat J. Patel, Dr. Tarang M. Desai as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

The Board of Directors at its meeting held on 30th May, 2014 proposed reappointment of Mr. Shekhar G. Patel as Managing Director of the Company for a period of five years w.e.f. 1st July, 2014 and increase in remuneration of Mr. Dipak G. Patel, Whole-time Director subject to approval of members by way of Postal Ballot.

Ms. Lalitaben G. Patel, Director, retires by rotation and being eligible has offered herself for re-appointment.

Brief resume of the Directors proposed to be appointed/re- appointed, nature of their experience and other details, as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT AUDITORS

As required under Section 217 (2AA) of Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) 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 on 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014.

(iii) The Directors have 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.

(iv) The Directors have prepared the annual accounts on a going concern basis.

UNCLAIMED AND UNPAID DIVIDENDS

Amount of Rs. 1,07,25,801/- is lying in the unpaid equity dividend account of the Company in respect of the dividend for the F.Y. 2013-2014. Further, during the year under review Rs. 6,01,109/- pertaining to unpaid/unclaimed dividend for the financial year 2005-2006 has been transferred to Investor Education and Protection Fund Account of the Company. Moreover, the due date for the unpaid/unclaimed dividend for the financial year 2006-2007 expired on 5th May, 2014; hence, the said unpaid/unclaimed dividend will be transferred to IEPF A/c on or before 3rd June, 2014.

Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed/ unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits pertaining to the Company, remaining unpaid or unclaimed for period of seven years from the date they became due for payment, will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claims.

The Company has filed necessary details with the office of Registrar of Companies, Ahmedabad, Gujarat and also uploaded the details of unpaid dividend on the website of the Company i.e. www.ganeshhousing.com in terms of Ministry of Corporate Affairs (MCA) notification no. G.S.R. 352(E) dated 10th May, 2012.

M/s. J. M. Parikh & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment. Pursuant to the provisions of Section 139 of Companies Act, 2013 and Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the twenty sixth Annual General Meeting to be held in the calendar year 2017, subject to ratification of their appointment at every AGM.

The Company has received written consent of the auditor and certificate to the effect that their re-appointment if made, shall be in accordance with the conditions as may be prescribed under the Companies Act, 2013 and that it would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COMMITTEES OF BOARD OF DIRECTORS

As per Companies Act, 2013, the Board of Directors at its meeting held on 8th May, 2014 changed the nomenclature of two Committees formed as per Clause 49 of Listing Agreement entered into with Stock Exchanges. Accordingly, the nomenclature of Remuneration and Compensation Committee was changed to Nomination and Remuneration Committee and Shareholders''/Investors'' Grievance Committee was changed to Stakeholders Relationship Committee.

ACKNOWLEDGMENTS

Your directors express a deep sense of gratitude for assistance and cooperation received from customers, vendors and shareholders and banks viz. Tamilnad Mercantile Bank Limited, HDFC Bank Ltd and JSC VTB Bank and various NBFC Lenders, Central & State Government authorities, other business associates, who have extended their valuable support during the year under review. Your directors take this opportunity to place on record their gratitude and appreciation for the unstinted supports of all the employees at all the levels of the Company.

For & on behalf of Board of Directors

Date : 30th May, 2014 Dipak G. Patel Place : Ahmedabad Chairman (DIN: 00004766)


Mar 31, 2013

Dear Shareholders,

Ganesh Housing Corporation Limited,

The Directors have pleasure in presenting the Twenty Second Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2013.

Standalone Financial Results

(Rs.in lacs)

Particulars Year Ended Year Ended 31-03-2013 31-03-2012

Net Sales / Revenue from operations 15482.91 17117.55

Other Income 1307.79 894.23

Total Expenditure 6164.08 9322.73

Interest and Financial Charges 5246.19 4730.16

Gross Proft before dep. and taxation 5380.43 3958.89

Depreciation 248.75 253.02

Net Proft before tax 5131.68 3705.87

Less: Provision for taxation 1050.00 725.00

Less: Provision for Wealth Tax 3.00 2.20

(Add)/Less: Deferred Tax 123.55 (80.51)

Add: Excess provision of income tax of earlier years w/off 349.71 0.00

Add: Excess provision of Wealth Tax of earlier years w/off 0.00 0.18

(Add)/Less: Excess/ Short provision of Fringe Beneft Tax of earlier years w/off 0.00 0.00

Proft After Tax 4304.84 3059.36

Add: Extra ordinary items 0.00 0.00

Net Proft after Extra ordinary items 4304.84 3059.36

Proft and Loss Account:

Opening Balance 25543.81 23039.89

Add: Transfer from Statement of Proft and Loss 4304.84 3059.36

Total Amount available for appropriation 29848.65 26099.26 Appropriations :

(a) General Reserve 250.00 100.00

(b) Dividend on Equity shares 457.18 391.87

(c) Tax on Dividend 74.17 63.57

Closing Balance 29067.30 25543.82

Review Of Operations

During the year, your Company earned a Net Revenue from Operations of Rs. 15482.91lacs and booked other income of Rs. 1307.79 lacs. Total Expenditure (excluding interest & fnancial charges and depreciation) of the Company was Rs. 6164.08 lacs. After providing for interest and fnancial charges of Rs. 5246.19 lacs and depreciation of Rs. 248.75 lacs, the Proft before Tax stood at Rs. 5131.68 lacs and Net Proft after Tax (PAT) at Rs. 4304.84 lacs. Further, after providing appropriations of Rs. 781.35 lacs, the balance i.e. Rs. 29067.30 lacs was carried to Balance Sheet.

Reasons For Reduction In Turnover

The Company is showing its sales based on Accounting Standard – 9 i.e. Revenue Recognition for lands owned by the Company. The Institute of Chartered Accountants of India had issued a guidance note "Revenue Recognition for Real Estate Developers." The Company is following the said guidance note in its accounting. The said guidance note was revised with effect from 1st April, 2012 and the Rules for accounting sales have been made stricter.

As a result of the revised guidance note, the sales and proftability of the Company are likely to remain affected for a period of one year.

Transfer To Reserves

The Company proposes to transfer Rs. 250.00 lacs to the General Reserve out of the amount available for appropriation.

Dividend

Despite challenging economic growth, dampened market sentiment overall and rising construction costs, taking into consideration the stable performance of your Company, your Directors are pleased to recommend a dividend of Rs. 1.40/- (Previous year Rs. 1.20/-) per equity share of Rs. 10/- each for the year ended 31st March, 2013. This will absorb Rs. 457.18 lacs. The Company will pay dividend distribution tax amounting to Rs. 74.17 lacs to the Central Government.

Future Outlook

Real Estate sector is not only the biggest contributor to Gross Domestic Product (‘GDP'') of the country but is also the ffth largest sector in terms of Foreign Direct Investment (‘FDI'') infows in the country. Real Estate Sector in India Contributes to 6.20% of the nation''s GDP, and this number is projected to increase to 7.1% in the next fve (5) years.

There are certain positive developments like parliament''s approval of foreign direct investments (FDI) in multi-brand retail; a sign of cooling down of infation, RBI is expected to cut interest rates, fuelling real estate demand, etc. Further, Non-resident Indians and foreign citizens of

Indian origin are now allowed to purchase property in India for residential or commercial purposes. Also, Proposed Real Estate (Regulation and Development) Bill to enhance transparency and accountability in real estate transactions, restoring confdence of the public in the industry.

According to the central government, 96% of housing shortage in India in the coming years will be in the economically weaker section and the lower income group categories. On top of that, the Ahmedabad Urban Development Authority (AUDA), in its recent city- development plan, has set aside a 76 square kilometer area as a special affordable housing zone. Hence, the Company is planning to undertake an affordable housing Scheme in near future. Moreover, with an overwhelming response received on the launching of Malabar County Project with Location Planning and Value (LPV), your Company is also planning to launch Malabar County 2 situated at Village: Tragad, Nr. S. G. Highway, Ahmedabad comprises 442 residential units and 60 shops.

Fixed Deposits

During the year under review, there were no such deposits which were due for repayment on or before 31st March, 2013 and were not claimed by the depositors on that date.

Subsidiary Companies And Consolidated Financial Statement

The Company has four Subsidiaries viz. Gatil Properties Private Limited, Yash Organiser Private Limited, Shaily Infrastructure Private Limited and Maheshwari (Thaltej) Complex Private Limited.

As per Clause 32 of the Listing Agreement entered into with the Stock Exchanges, your Directors have pleasure in attaching the Consolidated Financial Statements prepared with the applicable Accounting Standards in this regard.

Ministry of Corporate Affairs, Government of India has granted general exemption under Section 212(8) of the Companies Act, 1956 vide General Circular No: 2/2011 dated 8th February, 2011 from attaching the Balance Sheet, Proft & Loss Account and other documents of the Subsidiaries to the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said general circular, is disclosed in this Annual Report. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Offce of the Company and that of the respective Subsidiary Companies. The consolidated fnancial results of the Company include fnancial results of its Subsidiary Companies.

Statutory Disclosures ¦

Particulars Of Employees

The information as required under the provisions of section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of the Employees) Rules, 1975, have been set out in the Annexure – A to the report.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure – B annexed hereto and forms part of this Report.

Management Discussions & Analysis Report

Management Discussion & Analysis report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is annexed as Annexure – C hereto and forms part of this Report.

Corporate Governance Report

Your company is committed to maintain the highest standard of Corporate Governance. Your Directors adhereto the requirements set out in Clause 49 of the Listing Agreement with the Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed as Annexure – D hereto and forms part of this Report.

Certifcate from the Statutory Auditors M/s J. M. Parikh & Associates, Chartered Accountants, confrming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

Employees Stock Options Scheme

The Company implemented the Employees Stock Option Scheme ("ESOP 2010") in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI Guidelines"). Further, the terms of references with regard to administration and monitoring of the ESOP 2010 had been earmarked to Remuneration and Compensation Committee.

As required by Clause 12 of SEBI Guidelines, information with respect to active stock Options as at 31st March, 2013 is given below:

a. Total grant authorized by Members on 30th October, 2010 : 15,00,000 options

b. Total Options Granted as on 1st November,2010 : 9,98,815

c. Exercise Price or Pricing Formula : Discount up to a maximum of 30% to the Market price i.e. Rs.. 244/-.

Hence, Exercise Price per option stands at Rs.. 171/-.

d. Options Vested : 2,47,980

e. Options Exercised : Nil

f. The total number of shares arising as a result of exercise of : Nil Options

g. Options Lapsed upto 31/03/2013 : 3,78,874

h. Variation in terms of Options : Not Applicable

i. Money realized by exercise of Options : Not Applicable. Options vested not exercised.

j. Total number of Options in force: : 6,19,941 [ (b) – (e) – (g)]

k. Employee wise details of options granted to- : - Rajendra M. Patel - 35,000

(i) Senior managerial personnel: - Vijay R. Lalaji - 35,000

(ii) Any other employee who receives a grant in any one year - Bhavin H. Mehta - 35,000

of option amounting to 5% or more of option granted dur- ing that year: : Not Applicable (iii) Identifed employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. : Not Applicable

l. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Account- ing Standard (AS) 20 ‘Earnings Per Share''.

: Not Applicable. Options have not been exercised.

m. Where the company has calculated the employee compensa- tion cost using the intrinsic value of the stock options, the dif- ference between the employee compensation cost so comput- ed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profts and on EPS of the company shall also be disclosed.

: Not Applicable. Options have not been exercised.

n. Weighted average exercise price of Options whose

(a) Exercise price equals market price (Rs.) : No such Grants

(b) Exercise price is greater than market price (Rs.) : No such Grants

(c) Exercise price is less than market price (Rs.) : Rs.. 171/- Weighted average fair value of options whose

(a) Exercise price equals market price (Rs.) : No such Grants

(b) Exercise price is greater than market price (Rs.) : No such Grants

(c) Exercise price is less than market price (Rs.) : Rs.. 141.54/-

o. A description of the method and signifcant assumptions used Note: The Company has granted Nil options during the F.Y. 2012-2013 (Previous during the year to estimate the fair values of options, including Year Nil). The Company had calculated fair value of options for options granted the following weighted-average information: on 30-10-2010 using the Black Scholes method as option-pricing model.

(i) risk-free interest rate : 7.50% to 7.98%

(ii) expected life : 2.50 to 6.50

(iii) expected volatility : 65.02% to 64.71% (iv) expected dividends, and : 1.97% (v) the price of the underlying share in market at the time of option grant. : Rs.. 243.85

The Company has received a Certifcate dated 20th May, 2013 from the Auditors of the Company that the ESOP 2010 Scheme has been implemented in accordance with the Guidelines and as per the resolution passed by the members of the Company authorizing issuance of ESOP.

Directors 1

Pursuant to Section 256 of the Companies Act, 1956 read with Clause 110 of Articles of Association of the Company, Dr. Tarang M. Desai and Mr. Dipakkumar G. Patel retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Brief resume of the Directors proposed to be re- appointed, nature of their experience and other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting.

Directors'' Responsibility Statement J

As Required under Section 217 (2AA), your Directors confrm that:- (i) In the preparation of the annual accounts, the applicable accounting standards have been followed. (ii) 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 on 31st March, 2013 and of the proft of the Company for the year ended 31st March, 2013.

(iii) The Directors have taken proper and suffcient 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.

(iv) The Directors have prepared the annual accounts on a going concern basis.

Awards

We are pleased to inform you that Projects of your Company are being appreciated and recognized through CREDAI and GIHED Awards. During the year, the Company received CREDAI Real Estate Awards 2012 for Mahalya – 2 Project situated at one of the premium location of Ahmedabad City under the Category of Best Individual Dwelling Residential Row Houses – Non Metro. The Company also received GIHED Awards 2013 for GCP Business Centre Project under the Category of Commercial Complex – Mixed use Commercial.

Unclaimed And Unpaid Dividends ^H

Amount of Rs. 1,00,56,771/- is lying in the unpaid equity dividend account of the Company in respect of the dividend for the F.Y. 2012-2013. Further, during the year under review Rs. 3,12,192/- pertaining to unpaid/unclaimed dividend for the fnancial year 2004-2005 has been transferred to IEPF A/c. Moreover, the due date for the unpaid/unclaimed dividend for the fnancial year 2005- 2006 expired on 11th May, 2013, hence, the said unpaid/ unclaimed dividend will be transferred to IEPF A/c on or before 9th June, 2013.

Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits pertaining to the Company, remaining unpaid or unclaimed for period of seven years from the date they became due for payment, will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claims.

Members who have not yet encashed their dividend warrant(s) for the fnancial years 2006-2007 onwards, are requested to make their claims without any delay to the Company''s Registrar and Transfer Agents, MCS Limited. Details of unpaid / unclaimed dividend are as under:

Sr. No. Financial Year For Date on which Last due date for Proposed last date on

which dividend Dividend Declared claiming Unpaid which amount will be

declared Dividend transferred to IEPF A/c

1 2006-07 04/05/2007 05/05/2014 04/06/2014

2 2007-08 27/09/2008 28/09/2015 27/10/2015

3 2008-09 30/09/2009 01/10/2016 30/10/2016

4 2009-10 30/09/2010 01/10/2017 30/10/2017

5 2010-11 30/09/2011 01/10/2018 30/10/2018

6 2011-12 29/09/2012 30/09/2019 29/10/2019

The Company has fled necessary details with the offce of Registrar of Companies, Ahmedabad, Gujarat and also uploaded the details of unpaid dividend on the website of the Company i.e. www.ganeshhousing.com in terms of Ministry of Corporate Affairs (MCA) notifcation no. G.S.R. 352(E) dated 10th May, 2012.

Auditors ^

M/s. J. M. Parikh & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and have confrmed their willingness and eligibility for re-appointment and have also confrmed that their re-appointment, if made, will be within the limits under Section 224 (1-B) of the Companies Act, 1956.

Acknowledgments ^

Your directors express a deep sense of gratitude for assistance and cooperation received from customers, vendors and shareholders and banks viz. Tamilnad Mercantile Bank Limited, HDFC Bank Ltd and JSC VTB Bank and various NBFC Lenders, Central & State Government authorities, other business associates, who have extended their valuable support during the year under review. Your directors take this opportunity to place on record their gratitude and appreciation for the unstinted supports of all the employees at all the levels of the Company.

For & on behalf of Board of Directors

Date : 30th May, 2013 Dipakkumar G. Patel

Place : Ahmedabad Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Twenty First Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2012.

Standalone Financial Results:

[Rs. In Lacs]

Year ended Year Ended 31-03-2012 31-03-2011

Net Sales / Revenue from operations 17117.55 16121.66

Other Income 894.21 139.28

Total Expenditure 9315.44 6422.04

Interest and Financial Charges 4730.16 2517.41

Gross Profit before dep. and taxation 3966.16 7321.49

Depreciation 253.02 104.98

Net Profit before tax 3713.14 7216.51

Less: Provision for taxation 725.00 1450.00

Less: Provision for Wealth Tax 2.20 3.37

(Add)/Less: Deferred Tax 24.14 (10.64)

: Short/( Excess) provision of income tax of earlier years w/off 0.00 0.01

: Short / (Excess) provision of Wealth Tax of earlier years w/off (0.18) (0.06)

: Short/(Excess) provision of Fringe Benefit Tax of earlier years w/off 0.00 0.56

Profit After Tax 2961.98 5773.27

Add: Extra ordinary items 0.00 0.00

Net Profit after Extra ordinary items 2961.98 5773.27

Profit and Loss Account:

Opening Balance 23039.89 18704.40

Add: Transfer from Statement of Profit and Loss 2961.98 5773.27

Total Amount available for appropriation 26001.87 24477.64

Appropriations:

(a) General Reserve 100.00 600.00

(b) Dividend on Equity shares 391.87 718.43

(c) Tax on Dividend 63.57 119.32

Balance carried to Balance Sheet 25446.43 23039.89

Review of Operations

Due to the increase in home loan interest rates and slow down in equity markets, the residential real estate market has remained stagnant. Further, inspite of the economic slowdown worldwide, the demand for commercial space in Ahmedabad remained reasonably good due to the absorption that is largely driven by small and medium enterprises and new industries like auto, FMCG, etc.

During the year, your Company received a Net Revenue from Operations of Rs. 17117.55 lacs and booked other income of Rs. 894.21 lacs. Total Expenditure (excluding interest & financial charges and depreciation) of the Company was Rs. 9315.44 lacs. After providing for interest and financial charges of Rs. 4730.16 lacs and depreciation of Rs. 253.02 lacs, the Profit Before Tax stood at Rs. 3713.14 lacs and Net Profit After (PAT) at Rs. 2961.98 lacs. Further, after providing appropriations of Rs. 555.44 lacs, the balance i.e. Rs. 25446.43 lacs was carried to Balance Sheet.

Future Outlook

The global and domestic macro economic factors are likely to remain the key drivers for growth. India is struggling with issues related to policies, inflation, weak domestic currency and fiscal deficit to drive positive sentiments. On the sectoral front, liberalizing the FDI in sectors like retail, appointment of a regulator for the sector, industry status for real estate are some of the factors if implemented sincerely that will boost confidence and drive fresh investments.

On the other hand the Gujarat Government envisages Ahmedabad as a world class city. In public-private partnership, it is looking to upgrade the city to make it, clean, viable and self-sustaining. Despite the steep rise in property prices and rising interest rates, the real estate sector of the city is still remained very attractive for national and international investors, proving that the city is unaffected by the momentary road blocks. Thus, the Company will continue to focus on its development in and around the City of Ahmedabad.

Your Company will undertake certain new projects in near future. On residential front the Company would execute new projects for multi storey high end apartments viz. Sundervan Epitome for construction of 46 units and Sundervan Apostle for construction of 36 units in posh locality of Jodhpur Crossroad, Satellite in Ahmedabad and another project under the name and style "Malabar County" located at village: Chharodi, Nr. S. G. Road. On commercial line, Satva Commercial has been launched. Moreover, projects viz. Madhuban Hill under the new concept of Pilgrimage Homes and Magnet Corporate Park, a top notch commercial project are under the process of execution through Subsidiaries of the Company viz. Shaily Infrastructure Private Limited and Maheshwari (Thaltej) Complex Private Limited.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.20/- (Previous year Rs. 2.20/-) per equity share of Rs 10/- each for the year ended March 31, 2012. This will absorb Rs. 391.87 Lacs. The Company will pay dividend distribution tax amounting to Rs. 63.57 Lacs to the Central Government.

Depository System

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2012, 98.80% of the Company's total paid up capital representing 32263197 shares are in dematerialized form. In view of the numerous advantages offered by the Depository System, Members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

Fixed Deposits

During the year under review, there were no such deposits which were due for repayment on or before 31st March, 2012 and were not claimed by the depositors on that date.

Subsidiaries

The Company has four Subsidiaries viz. Gatil Properties Private Limited, Yash Organiser Private Limited, Shaily Infrastructure Private Limited and Maheshwari (Thaltej) Private Limited.

Gatil Properties Private Limited is setting up a township near Village: Godhavi for which one FDI Player has made investment in the said Project. Moreover, during the year under review, Yash Organiser Private Limited has completed Commercial Project in a posh locality called Memnagar under the name and style of 'GCP Business Centre'. The said Company is in the process of selling few units remaining in the Scheme. Shaily Infrastructure Private Limited is constructing 212 bugalows at Nathdwara - Rajasthan to cater to the needs of Pilgrims visiting the city. Maheshwari (Thaltej) Complex Private Limited has launched a scheme called Magnet Corporate Park on S. G. Road, Ahmedabad. The said Company will construct 23 units for which all requisite approval has been received.

Ministry of Corporate Affairs, Government of India has granted general exemption under Section 212(8) of the Companies Act, 1956 vide General Circular No: 2/2011 dated 8th February, 2011 from attaching the Balance Sheet, Profit & Loss Account and other documents of the Subsidiaries to the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said general circular, is disclosed in this Annual Report. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies. The consolidated financial results of the Company include financial results of its Subsidiary Companies.

Statutory Disclosures

Particulars Of Employees

The information as required under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of the Employees) Rules, 1975, have been set out in the Annexure - A to the report.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure - B annexed hereto and forms part of this Report.

Management Discussions & Analysis Report

Management Discussion & Analysis report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is annexed as Annexure - C hereto and forms part of this Report.

Corporate Governance Report

Your company is committed to maintain the highest standard of Corporate Governance. Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with the Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed as Annexure - D hereto and forms part of this Report.

Certificate from the Statutory Auditors M/s J. M. Parikh &

Associates, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

Employees Stock Options Scheme

The Company implemented the Employees Stock Option Scheme ("ESOP 2010") in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI Guidelines"). Further, the terms of references with regard to administration and monitoring of the ESOP 2010 had been allocated to Remuneration and Compensation Committee

As required by Clause 12 of SEBI Guidelines, information with respect to active stock Options as at 31st March, 2012 is given below:

a. Total grant authorized by Members : 15,00,000 options

b. Total Options Granted : 9,98,815

c. Exercise Price or Pricing Formula : Discount up to a maximum of 30% to the Market price i.e. Rs. 244/-.

Hence, Exercise Price per option stands at Rs. 171/-

d. Options Vested : 1,44,990

e. Options Exercised : Nil

f. The total number of shares arising as a result of exercise of Options : Nil

g. Options Lapsed : 2,73,874

h. Variation in terms of Options : Not Applicable

i. Money realized by exercise of Options : Not Application. Options vested not exercised. j. Total number of Options in force: : 7,24,941 [ (b) - (e) - (g)]

k. Employee wise details of options granted to- :

(i). Senior managerial personnel: : Rajendra M. Patel - 35,000

Vijay R. Lalaji - 35,000 Bhavin H. Mehta - 35,000 Bhavesh Vyas - 21,875

(ii). Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year:

: Not Applicable

(iii). Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

: Not Applicable

l. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 'Earnings Per Share'.

: Not Application. Options have not been exercised.

m. Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

: Not Application. Options have not been exercised.

n. Weighted average exercise price of Options whose :

(i). Exercise price equals market price (Rupees) : No such Grants

(ii). Exercise price is greater than market price (Rupees) : No such Grants

(iii).Exercise price is less than market price (Rupees) : Rs. 171

Weighted average fair value of options whose

(i). Exercise price equals market price (Rupees) : No such Grants

(ii). Exercise price is greater than market price (Rupees) : No such Grants

(iii). Exercise price is less than market price (Rupees) : Rs. 141.54

o. A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:

: Note: The Company has granted Nil options during the F.Y. 2011-2012 (previous year 9,98,815). The Company had calculated fair value of options for options granted on 30-10-2010 using the Black Scholes method as option-pricing model.

(i) risk-free interest rate

(ii) expected life : 7.50% to 7.98%

(iii) expected volatility : 2.50 to 6.50

(iv) expected dividends, and : 65.02% to 64.71%

(v) the price of the underlying share in market at the time of option : 1.97% grant. Rs. 243.85

The Company has received a Certificate dated 1st August, 2012 from the Auditors of the Company that the ESOP 2010 Scheme has been implemented in accordance with the Guidelines and as per the resolution passed by the members of the Company authorizing issuance of

ESOP.

Directors

Pursuant to Section 256 of the Companies Act, 1956 read with Clause 110 of Articles of Association of the Company, Mr. Arvindbhai R. Nanavati and Ms. Lalitaben G Patel retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Further, the Board, at its meeting held on 10th April, 2012, appointed Mr. Sanjay M. Kothari, as an Additional Director and he holds office upto the date of ensuing Annual General Meeting of the Company. The Company has received notice from a Member of the Company under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Sanjay M. Kothari as a Director

Moreover, as the tenure of Mr. Dipakkumar G. Patel as Chairman and Whole-time Director of the Company would be completed on 30th September, 2012, it is proposed to re-appoint him for the further period of five years w.e.f. 1st October, 2012 as Chairman and Whole-time Director who will be liable to retire by rotation.

Brief resume of the Directors proposed to be re-appointed, nature of their experience and other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting.

Directors' Responsibility Statement

As required under Section 217 (2AA), your Directors confirm that:-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) 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 on 31st March, 2012 and of the profit of the Company for the year ended 31st March, 2012.

(iii) The Directors have 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.

(iv) The Directors have prepared the annual accounts on a going concern basis.

Consolidated Financial Statements

Pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges, your Directors have pleasure in attaching the Consolidated Financial Statements prepared with the applicable Accounting Standards in this regard.

Auditors

M/s. J. M. Parikh & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their willingness and eligibility for re-appointment and have also confirmed that their re-appointment, if made, will be within the limits under Section 224 (1-B) of the Companies Act, 1956. The observations of the Auditors are self- explanatory and do not call for further clarifications.

Acknowledgments

Your directors express a deep sense of gratitude for assistance and cooperation received from customers, vendors and shareholders and banks viz. Tamilnad Mercantile Bank Limited, HDFC Bank Ltd and JSC VTB Bank, and various NBFC Lenders, Central & State Government authorities, other business associates, who have extended their valuable support during the year under review. Your directors take this opportunity to place on record their gratitude and appreciation for the unstinted supports of all the employees at all the levels of the Company.

For & on behalf of Board of Directors

Date : 14th August, 2012 Dipakkumar G. Patel

Place : Ahmedabad Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report and the Audited Accounts lor the Financial Year ended 31 st March, 2010.

STANDALONE FINANCIAL RESULTS

(Rupees in Lacs) Particulars Year Ended Year Ended

NetSales/lncomefrom operations 12828.04 10920.64

Total Expenditure 5827.95 3239.76

Interest 1399.32 2310.39

Gross Profit before dep. and taxation 5600.77 5370.49

Depreciation 143.83 151.34

NetProfit/Lossbeforetax 5456.94 5219.15

Less: Provision for taxation 930.00 281.00

Less: Provision for Wealth Tax 3.72 3.11

Add/(Less): Deferred Tax 4.87 12.18

: Provision for Fringe Benefit Tax 0 (11.20)

: Excess provision of income tax of earlier years w/off 231.96 13.49

: Short provision of Wealth Tax of earlier years w/off (0.04) 0

: Short provision of Fringe Benefit Tax of earlier years w/off (0.16) (0.07)

ProfitAfterTax 4759.85 4949.44

Add: Extra ordinary Items 0 0

Net Profit after extra ordinary items 4759.85 4949.44

IncomeTax&expensesofearlieryears 0 0

Profit available for appropriation 4759.85 4949.44

Add: Balanceof Profitbroughtforwardfrom lastyear 15382.25 11870.52

Total Amount available for appropriation 20142.10 16819.96

(Rupees in Lacs)

Particulars Year Ended Year Ended

31-03-2010 31-03-2009 Appropriations:

(a) General Reserve 750.00 750.00

(b) Dividend on Equity shares 587.81 587.81

(c)Taxon Dividend 99.89 99.89

Balance carried to Balance Sheet 18704.40 15382.26

REVIEW OF OPERATIONS

There has been improvement in the operations of the Company during the year under review. The total income of the Company has increased from Rs. 10920.64 lacs to Rs. 12828.04 lacs. Net Profit after Tax has marginally decreased from Rs. 4949.43 lacs to Rs 4759.85 lacs. During the year under review, the Company launched three projects for construction of Residential Complexes viz. Suyojan, Maple County and Maple County 2.

A Project under the name and style of "Suyojan" was launched for construction of 96 apartments near Bhagwat Vidhyapith, Sarkhej Gandhinagar Highway, Ahmedabad. Further, Maple County Project was rolled out for construction of 192 apartments at Shilaj, Nr. S. P Ring Road, Ahmedabad. Moreover, another project called Maple County 2 was launched for construction of 192 apartments near the said location. Over the years we have created a brand image of the Company which attracts customers and investors alike. Real Estate Sector, especially residential segment is slowly but surely coming out of the severe impact of global slow down.

FUTURE OUTLOOK

As per the various surveys carried out by various agencies, Ahmedabad is ranked in the top ten cities of India which is poised for tremendous growth in real estate sector. Pursuant to Mega City status accorded to Ahmedabad, the city is receiving JNNURM funds which have resulted in development of excellent infrastructure. Uninterrupted power supply by the City based Power Company, supply of Narmada Water and smooth transition from diesel to CNG are the major factors which had contributed to the growth of Ahmedabad. Further, the City is also being developed as Medical Tourism destination. Bus rapid transport system has commenced its operation in phases and has won accolades and awards at National &

International levels. River Front Project is full swing and will be completed in a year or two. The Government is proactive with regard to the implementation of GIFT CITY which is coming up in Ahmedabad in a huge and sprawling complex.

At present the Company is executing four Residential Schemes and one Commercial Scheme which involves a total selling price of Rs. 445 Crores. Out of which, selling price of Rs. 90 Crores has been accounted for during the year under review. The balance selling price of Rs. 355 crores shall be accounted for in the year 2010-11 and 2011-12.

The Company is also planning to start three new projects involving a total selling price of Rs. 310 crores. These projects shall be started in the current year and shall be completed within 24 months from the date of starting.

With a big project being undertaken by a Subsidiary Company, the future outlook seems extremely bright.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 1.80/- (Previous year Rs. 1.80/-) per equity share of Rs 10/- each for the year ended March 31,2010. This will absorb Rs 587.81/- Lacs. The Company will pay dividend distribution tax amounting to Rs. 99.89/- Lacs to the Central Government.

DEPOSITORYSYSTEM

As the members are aware, the Companys shares are compulsorily tradable in electronic form. As on March 31,2010,98.69% of the Companys total paid up capital representing 32229277 shares are in dematerialized form. In view of the numerous advantages offered by the Depository System, Members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

FIXED DEPOSITS

During the year under review, there were no such deposits which were due for repayment on or before 31 st March, 2010 and were not claimed by the depositors on that date. As on the date of this report, deposits aggregating to Rs. 2,07,50,000/- thereof have been claimed and paid.

SUBSIDIARIES

During the year under review, Gatil Properties Private Limited became a Subsidiary. The said Company is setting up a township near Village: Godhavi. In the said Company there is a FDI player viz. Monsoon India Infrastructure Direct II Limited.

Yash Organiser Private Limited, Subsidiary Company is in the process of construction of shopping mall in a posh locality called Memnagar under the name and style of GCP Business Centre.

STATUTORY DISCLOSURES PARTICULARS OF EMPLOYEES

The information as required under the provisions of section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of the Employees) Rules, 1975, have been set out in the annexure to the report. However, in terms of the provisions of section 219(1 )(b) (iv) of the Act the Annual Report has been sent to the Members of the Company excluding this information. Members who desire to obtain this information may write to the Company Secretary at the registered office address.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure - A annexed hereto and forms part of this Report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT Management Discussion & Analysis report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is annexed as Annexure - B hereto and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Your company is committed to maintain the highest standard of Corporate Governance. Your Directors adhereto the requirements set out in Clause 49 of the Listing Agreement with the Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed as Annexure -C hereto and forms part of this Report.

Certificate from the Statutory Auditors M/s J. M. Parikh & Associates, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

BUY BACK OF SHARES

The Board of Directors of your Company approved buy back of equity shares of Rs. 10/- each from open market through stock exchange mechanism at a price not exceeding Rs. 101/- per share payable in cash for an aggregate amount not exceeding Rs 20 crores. The maximum shares proposed to be bought back were 1980198 shares. However, subsequently the said limit was removed by the Board of Directors at a subsequent meeting. Thereafter pursuant to application, SEBI has granted permission to promoters from the applicability of Regulation 11 (2) of SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 1957 with regard to proposed buy back of equity shares.

Further, in term of Section 77A (4) of Companies Act, 1956, the buy back has to be completed within a period of 12 months from the date of passing of the Board Resolution/ General Meeting Resolution i.e. in our case, the buy back was to be completed on or before October 24,2009. However, the Company has not made public announcement for buy back of shares and hence not proceeded with the buy back offer.

DIRECTORS

With profound regret we state that Shri Govindbhai C. Patel, Chairman of the Company passed away on 29th October, 2009 after a brief illness. The members of the Board place on record the warm appreciation of valuable services rendered by him during the tenure of his office as a Chairman with the Company. During the year under review Shri Dipakbhai G. Patel was inducted as the Chairman of the Company.

Pursuant to Section 256 of the Companies Act, 1956 read with Clause 110 of Articles of Association of the Company, Dr. Tarang M. Desai and Shri Dipak G. Patel retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA), your Directors confirm that:-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) 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 on 31 st March, 2010 and of the profit of the Company fortheyearended31stMarch,2010.

(iii) The Directors have 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.

(iv) The Directors have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

AUDITORS

M/s. J. M. Parikh & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors of the Company will retire at the ensuing Annual General Meeting. The Board has proposed their re-appointment as Auditors to audit the accounts of the Company for the financial year ending March 31,2011. M/s. J. M. Parikh & Associates, the retiring auditors, have confirmed that their re-appointment, if made, would be in conformity with the provisions of Sections 224 and 226 of the Companies Act, 1956, further they have indicated their willingness to be re-appointed. The observations of the Auditors are self explanatory and do not call forfurther clarifications.

M/s. J. M. Parikh & Associates has submitted the Peer Review Certificate dated 20th July, 2010 issued to them by Institute of Chartered Accountants of India (ICAI).

ACKNOWLEDGMENTS

Your directors express a deep sense of gratitude for assistance and cooperation received from customers, vendors and shareholders and banks namely Tamilnad Mercantile Bank Limited, ICICI Bank Limited and HDFC Bank Ltd, Central & State Government

for & on behalf of Board of Directors Place: Ahmedabad Dipak G. Patel

 
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