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Notes to Accounts of Ganesh Housing Corporation Ltd.

Mar 31, 2016

1. Right, Preferences and Restrictions attached to shares:

The Company has one class of equity shares having a par value of '' 10/- each. Each shareholder is eligible for one vote per share held. the dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

2. For details of shares reserved for issue under the employee stock option [ESOP] scheme of the Company, please refer Note No. 42.

3. Corresponding figures of the previous year have been regrouped to confirm with this year''s classification wherever necessary.

4. Contingent Liabilities:

A. For the Asst. Year 2007-2008 the Assessing officer assessed the income of the Company and raised a demand of Rs. 127343870/-. Aggrieved by this order the Company went in to Appeal with CIT (Appeal). The decision of the CIT (Appeal) came in favour of the Company. Against this order the Income tax Department went in to the ITAT and the Company has also filed cross objection. Both the appeals are pending before Income Tax Appellate Tribunal Ahmedabad.

B. For the Asst. Year 2008-2009 the Assessing officer assessed the income of the Company and raised a demand of Rs.494887706/-. Against this the Company has already paid Rs.143095169/- during the F.Y. 2011-12. Aggrieved by this order the Company went in to Appeal with CIT (Appeal) and CIT (Appeals) has passed an order giving the relief in favour of the Company. Against the Order of CIT (Appeals), Income Tax department and the Company has filed an appeal before Income Tax Appellate Tribunal Ahmedabad. Both the appeals are pending before Income Tax Appellate Tribunal Ahmedabad.

C. For the Asst. Year 2009-2010 the Assessing officer assessed the income of the Company and raised a demand of Rs. 44176840/-. Against this the Company has already paid Rs. 40000000/- during the F.Y. 2012-13. Aggrieved by this order the Company went in to Appeal with CIT (Appeal) and CIT (Appeals) has passed an order giving the part relief in favour of the Company by deleting additions. Against the Order of CIT (Appeals), Income Tax department and the Company has filed an appeal before Income Tax Appellate Tribunal Ahmedabad. Both the appeals are pending before Income Tax Appellate Tribunal Ahmedabad.

D. Income Tax department has reopened the case for

A.Y. 2009-10 and has passed the order u/s 143(3) r.w.s 147 of the Act and has raised the demand of Rs. 10331651/-. The Company has paid Rs. 1000000/against said demand. The Company has preferred an appeal before CIT (Appeals) Ahmedabad and CIT (Appeals) Ahmedabad has passed an order giving the relief in favour of the Company. Against the Order of CIT (Appeals), Income Tax department has filed an appeal before Income Tax Appellate Tribunal Ahmedabad which is still pending.

E. For the Asst. Year 2012-2013 the Assessing officer assessed the income of the Company and raised a demand of Rs. 20809200/-. The Company has paid Rs. 1000000/- against said demand. Aggrieved by this order the Company went in to Appeal with CIT (Appeals) and CIT (Appeals) Ahmedabad has passed an order giving the relief in favour of the Company. Against the Order of CIT (Appeals), Income Tax department has filed an appeal before Income Tax Appellate Tribunal Ahmedabad which is still pending.

F. The Company has given a guarantee for Non Convertible Debentures issued by Mahavir (Thaltej) Complex Private Limited to the tune of Rs. 27.41 crores. The outstanding balance of NCD as on 31st march, 2016 is Rs. 2.65 crores.

G. The Company has given a guarantee for Non Convertible Debentures issued by Essem Infra Private Limited to the tune of Rs. 225.00 crores. The trustees for the said NCD are IDBI Trusteeship Services Limited in whose name the guarantee is given. The outstanding balance of NCD as on 31st march, 2016 is Rs. 224.95 crores.

5. The Company has carefully considered the impact of Accounting Standard - 28 pertaining to Impairment loss. As the recoverable amount of assets is higher than the WDV of its Fixed Assets no provision is made for impairment of Assets.

6. Balance of Long Term & Short Term Borrowings, Trade Payables, Trade Receivables and Loans and Advances are subject to confirmation.

7. I n the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business.

8. The details of security offered for the secured loans taken are as follows:

A. Loan from JSC VTB Bank:

Charge secured by hypothecation of stocks of construction material and advances made for their purchases and equitable mortgage of land owned by Group Company, pledge of shares and corporate guarantee of the Group Company and personal guarantee of two promoter directors of the Company.

B. Loan from Reliance Home Finance Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the Company and hypothecation of receivables, outstanding moneys and claims, all rights, titles, interest, claims, benefits, demands and escrow account of one project, etc of the Company and personal guarantee of two promoter directors of the Company.

C. Loan from IFCI Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the Group Company & co-operative society, pledge of shares, hypothecation of unsold area, receivables, escrow account, etc. of one of the project of the Company, maintenance of F.D. with lien and personal guarantee of promoter directors of the Company.

D. Loan from IFCI Factors Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the Group Company, pledge of shares, maintenance of F.D. with lien and personal guarantee of promoter directors of the Company & corporate guarantee of group companies.

E. Loan from IFCI Venture Capital Funds Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the Group Company, pledge of shares, maintenance of F.D. with lien and corporate guarantee of the Group Company and personal guarantee of two promoter directors of the Company.

F. Loan from SREI Equipment Finance Ltd.:

Charge secured by mortgage of immovable property of the promoter directors of the Company and hypothecation of equipments of the Company & personal guarantee of two promoter directors of the Company.

G. Loan from Religare Finvest Ltd.:

Charge secured by mortgage of immovable property of the Group Company and co-operative society, maintenance of F.D. with lien and hypothecation of unsold area, receivables, escrow account, etc. of one of the project of the Company. the trustees for the said loan is IL&FS trust Company Limited in whose name the necessary charge is created.

H. Loan from PNB Housing Finance Ltd.:

Charge secured by mortgage of immovable property and interest thereon, maintenance of F.D. with lien and hypothecation of receivables, book debts, outstanding moneys and claims, escrow accounts of project, etc. of the Company and its Group Company and personal guarantee of two promoter directors of the Company.

I. Non Convertible Debentures:

Charge secured by mortgage of immovable property and interest thereon, maintenance of F.D. with lien and hypothecation of receivables, book debts, outstanding moneys and claims, escrow accounts of projects, etc. of the Company and its Group Companies, pledge of shares of promoter Directors & Shareholders of the Group Companies and subsidiary company, demand promissory note, personal guarantee of promoter directors of the Company and corporate guarantee/security of Group Company. the trustee for the said NCD is GDA trusteeship Limited in whose name the necessary charge is created.

J. Loans in respect of Vehicles are secured by the hypothecation of the vehicles financed through the loan agreement. viz. motor Cars.

9. Based on the information available with the Company, there are no suppliers who are registered under the micro, Small and medium Enterprises Development Act, 2006 as at march 31st 2016. Hence, the information as required under the micro, Small and medium Enterprises Development Act, 2006 is not disclosed.

10. the information required as per para 5 (viii) (a) of part II of schedule III of the Companies Act, 2013 regarding information about the value of imports calculated on CIF basis, in respect of imported raw materials, components & spare parts and capital goods is '' NIL.

11. the information required as per para 5 (viii) (b), (d) & (e) of part II of schedule III of the Companies Act, 2013 regarding expenditure in foreign currency, the dividend remitted in foreign currency and earning in foreign exchange are as follows:

12. the Company has given business advances to various companies and co-operative societies. No interest is chargeable on such advances. As the said advances are in the nature of business advance, the Company is of the view that there is no violation of the provision of Section 186 of the Companies Act, 2013. In our opinion business advances given to related parties are not within the scope of Section 185.

13. the information required as per para 5 (viii) (c) of part II of schedule III of the Companies Act, 2013 regarding information about the total value of imported raw materials, spare parts & components consumed and the total value of indigenous raw-materials, spare parts & components consumed and percentage of each to the total consumption are as follows:

14. Segment Reporting:

A. The Company has considered business segment as the primary segment for disclosure. Therefore, in the opinion of the Company, there are no different primary segments.

B. All the projects of the Company are being executed in and around Ahmedabad city only. Therefore, in the opinion of the Company, there are no different geographical segments.

15. Employees Stock Option Scheme:

the Company introduced the Employees Stock Option Scheme ("ESOP 2010") in accordance with Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. the scheme was approved by the members of the Company at their meeting held on 30/10/2010. the scheme is announced for all permanent employees and non-executive directors, including independent directors of the Company and its subsidiary company / companies. total grant approved by the Company is 1500000 options which are earmarked and to be granted under the scheme over a period of five years. Under the scheme 998815 equity shares have been granted which shall vest to the employees over a period of five years and 20% each of the above was vested to the employees as on 01/11/2011, 01/11/2012, 01/11/2013, 01/11/2014 & 01/11/2015.

As per the scheme the Remuneration and Compensation Committee has granted, vested & exercised options as detailed below:

16. there was a dispute between two persons and a special civil suit no. 411/2008 was filed before the Ahmedabad (Rural) Principle Senior Civil Judge, mirzapur, Ahmedabad.

the said Court passed an interim injunction against the transfer of shares and payment of dividend. In view of an interim injunction of the Hon''ble Court, the Company is not paying dividend to the parties from F.Y. 2007-2008 onwards. the total amount of unpaid dividend to these parties comes to the tune of Rs. 15011235/- for F.Y. 2007-2008 to F.Y. 20142015. As per the provisions of Section 205C of the Companies Act, 1956, the Company is required to transfer unpaid/ unclaimed dividend to Investors Education and Protection Fund (IEPF) as per the procedure laid down. Dividend for the

F.Y. 2007-2008 became due for transfer to IEPF on the expiry of seven (7) years. As per the legal opinion received, the Company has kept the amount of Rs. 3732075/- for F.Y. 2007-2008 in a separate bank account. the remaining amount of unclaimed / unpaid dividend for F.Y. 2007-2008 has already been transferred to IEPF within stipulated time limit.

17. As per Accounting Standard - 15 "Employee Benefits", the disclosures as defined in the Accounting Standard are given below:


Mar 31, 2015

1. Corresponding figures of the previous year have been regrouped to confirm with this year's classification wherever necessary.

2. CONTINGENT LIABILITIES:

A. For the Asst. Year 2007-2008 the Assessing officer assessed the income of the company and raised a demand of Rs. 127343870/. Aggrieved by this order the company went in to Appeal with CIT (Appeal) - VIII. The decision of the CIT (Appeal) came in favour of the company. Against this order the Income Tax Department went in to the ITAT and the company has also filed cross objection. Both the appeals are pending before Income Tax Appellate Tribunal Ahmedabad.

B. For the Asst. Year 2009-2010 the Assessing officer assessed the income of the company and raised a demand of Rs. 44176840/-. Against this the Company has already paid Rs. 40000000/- during the F.Y 2012-13. Aggrieved by this order the company went in to Appeal with CIT (Appeal) - VIII and CIT(Appeals)-VIII has passed an order giving the part relief in favour of the Company by deleting additions. Against the Order of CIT(Appeals), Income Tax department and the Company has filed an appeal before Income Tax Appellate Tribunal Ahmedabad. Both the appeals are pending before Income Tax Appellate Tribunal Ahmedabad.

C. During the year Income Tax department has reopened the case for A.Y.2009-10 and has passed the order u/s 143(3) r.w.s 147 of the Act and has raised the demand of Rs. 10331651/-. The Company has paid Rs. 1000000/- against said demand. The Company has preferred an appeal before CIT (Appeals) - 2 Ahmedabad. The said appeal is pending before CIT (Appeals) - 2 Ahmedabad.

D. For the Asst. Year 2012-2013 the Assessing officer assessed the income of the Company and raised a demand of Rs. 20809200/-. The Company has paid Rs. 1000000/- against said demand. Aggrieved by this order the Company went in to Appeal with CIT (Appeals) - 2 and said appeal is pending before CIT (Appeals) -2 Ahmedabad.

E. The Company has given a guarantee for a Term Loan taken by its subsidiary company, viz, Maheshwari (Thaltej) Complex Private Limited to the tune of Rs. 60.00 crores from an NBFC. The outstanding balance as on 31st March, 2015 is Rs. 25.28 crores.

F. The Company has given a guarantee for a Term Loan taken by its subsidiary company, viz, Yash Organiser Private Limited to the tune of Rs. 12.00 crores from an NBFC.

G. The Company has given a guarantee for Non Convertible Debentures issued by Mahavir (Thaltej) Complex Private Limited to the tune of Rs. 26.04 crores. The outstanding balance as on 31st March, 2015 is Rs. 13.58 crores.

H. The Company has given a guarantee for Non Convertible Debentures issued by Essem Infra Private Limited to the tune of Rs. 225.00 crores. The trustees for the said NCD are IDBI Trusteeship Services Limited in whose name the guarantee is given.

3. The Company has carefully considered the impact of Accounting Standard - 28 pertaining to Impairment loss. As the recoverable amount of assets is higher than the WDV of its Fixed Assets no provision is made for impairment of Assets.

4. Balance of Long Term & Short Term Borrowings, Trade Payables, Trade Receivables and Loans and Advances are subject to confirmation.

5. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

6. The details of security offered for the secured loans taken are as follows:

A. Loan from Karnataka Bank Limited:

Charge secured by equitable mortgage of immovable property of group company and corporate guarantee of the group company and personal guarantee of two promoter directors of the Company and hypothecation of construction raw-materials acquired by the Company.

B. Loan from Canara Bank:

Charge secured by equitable mortgage of immovable property of group companies and corporate guarantee of the group companies and personal guarantee of two promoter directors of the Company.

C. Loan from SIDBI:

Charge secured by equitable mortgage of piece & parcel of land along with structures of shops thereon of the Company and corporate guarantee of the Company and personal guarantee of two promoter directors of the Company.

D. Loan from Reliance Home Finance Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the Company and hypothecation of receivables, outstanding moneys and claims, all rights, titles, interest, claims, benefits, demands and escrow account of one project, etc. of the Company and personal guarantee of two promoter directors of the Company.

E. Loan from Capital First Ltd:

Charge secured by mortgage of immovable property and interest thereon and hypothecation of receivables, book debts, outstanding moneys and claims, escrow accounts of two projects, etc of the Company and its subsidiary Company, pledge of shares of three promoters of the Company, personal guarantee of three promoter directors of the Company and corporate guarantee / security of subsidiary company.

F. Loan from IFCI Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the group company & co-operative society, pledge of shares and personal guarantee of promoter directors of the Company.

G. Loan from SREI Equipment Finance Ltd.:

Charge secured by mortgage of immovable property of the promoter directors of the Company and hypothecation of equipments of the Company & personal guarantee of two promoter directors of the company.

H. Loan from DMI Finance Pvt. Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the group company and corporate guarantee of the group company and hypothecation of receivables, book debts and escrow account of one of the project of subsidiary company and personal guarantee of two promoter directors of the Company.

I. Loan from Religare Finvest Ltd.:

Charge secured by mortgage of Immovable Property of the group company and co-operative society and hypothecation of unsold area, receivables, escrow account, etc. of one of the project of the Company.

J. Loan from Religare Housing Development Finance Corporation Ltd.:

Charge secured by mortgage of Immovable Property of the group company and hypothecation of receivables, escrow account, etc. of two projects of the Company.

K. Loan from IFCI Ventures Funds Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the group company and corporate guarantee of the group company and personal guarantee of two promoter directors of the Company.

L. Loans in respect of Vehicles are secured by the hypothecation of the vehicles financed through the loan agreement, viz. Motor Cars.

34. Based on the information available with the Company, there are no suppliers who are registered under the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31st 2015. Hence, the information as required under the Micro, Small and Medium Enterprises Development Act, 2006 is not disclosed.

7. The information required as per para 5 (viii) (a) of part II of schedule III of the Companies Act, 2013 regarding information about the value of imports calculated on CIF basis, in respect of imported raw materials, components & spare parts and capital goods is Rs. NIL.

8. The information required as per para 5 (viii) (b), (d) & (e) of part II of schedule III of the Companies Act, 2013 regarding expenditure in foreign currency, the dividend remitted in foreign currency and earning in foreign exchange are as follows:

9. The information required as per para 5 (viii)(c) of part II of schedule III of the Companies Act, 2013 regarding information about the total value of imported raw materials, spare parts & components consumed and the total value of indigenous raw-materials, spare parts & components consumed and percentage of each to the total consumption are as follows:

10. The Company has given business advances to various companies, co-operative societies and Non-Trading Corporations amongst others. No interest is chargeable on such loans. As the said advances are in the nature of business advance, the Company is of the view that there is no violation of the provision of Section 186 of the Companies Act, 2013.

11. Segment Reporting:

A. The Company has considered business segment as the primary segment for disclosure. Therefore, in the opinion of the Company, there are no different primary segments.

B. All the projects of the Company are being executed in and around Ahmedabad city only. Therefore, in the opinion of the Company, there are no different geographical segments.

12. Related party disclosures:

1. Parties where control exists:

Shri Ganesh Construction Private Limited

Starnet Software (I) Limited

Mandar (Thaltej) Complex Private Limited

Mitul (Thaltej) Complex Private Limited

Vinat Complex Private Limited

Madhuram Resorts Private Limited

Vishad Complex Private Limited

Tarang Realty Private Limited

Shahil Infrastructure Private Limited

Gamit Builders Private Limited

Vyom Realty Private Limited

Unmesh Complex Private Limited

Shushna Complex Private Limited

Tathya Complex Private Limited

Viraj Complex Private Limited

Milind Complex Private Limited

Mihika Buildcon Limited

Nilay Realty Private Limited

Sanmukh Developers Private Limited

Nihal Estate Private Limited

Mukur Real Estate Private Limited

Vimoh Land Developers Private Limited

Shakil Buildwell Private Limited

Gaven Construction Private Limited

Vardhan Land Developers Private Limited

Vibhor Realty Private Limited

Ganesh Infrastructure

(I) Private Limited

Ganeshsagar Infrastructure Private Limited

Martand Estate Private Limited

Matang Properties Private Limited

Maitrik Buildcon Private Limited

Medhbhuti Complex Private Limited

Madhuj Realty Private Limited

Madhumati Realty Private Limited

Tirth Developers Private Limited

Malvika Estate Private Limited,

Mahavir (Thaltej) Complex Private Limited

Sulabh Realty Private Limited

Rajratna Infrastructure Private Limited

Shardul Buildcon Private Limited

Rajnigandha Developers Private Limited

Gagan Infrastructure Private Limited

Gitanjali Infrastructure Private Limited

Sujan Developers Private Limited

Rohini Realty Private Limited

Shadval Complex Private Limited

Essem Infra Private Limited

2. Subsidiary

Yash Organiser Private Limited

Gatil Properties Private Limited

Maheshwari (Thaltej) Complex Private Limited

Shaily Infrastructure Private Limited

3. Key Management Personnel

Shri ShekharG. Patel

Shri DipakG. Patel

Smt. Lalitaben G. Patel

(Related parties as identified by the Company and relied upon by the auditors)

13. Employees Stock Option Scheme:

The Company introduced the Employees Stock Option Scheme ("ESOP 2010") in accordance with Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. The scheme was approved by the members of the Company at their meeting held on 30/10/2010. The scheme is announced for all permanent employees and non-executive directors, including independent directors of the Company and its subsidiary company / companies. Total grant approved by the Company is 1500000 options which are earmarked and to be granted under the scheme over a period of five years. Under the scheme 998815 equity shares have been granted which shall vest to the employees over a period of five years and 20% each of the above was vested to the employees as on 01/11/2011, 01/11/201 2 & 01/11/2013.

As per the scheme the Remuneration and Compensation Committee has granted, vested & exercised options as detailed below:

14. In accordance with the provisions of the Schedule II of the Companies Act, 2013 in case of fixed assets which have completed their useful life as at 1st April, 2014 the carrying value (net of residual value), after adjusting the tax effect in accordance with the Institute of Chartered Accountants of India pronouncement, as a transitional provisional has been written off in the retained earnings of the company or in case of no retained earnings then it has been recognised in the Profit & Loss statement of the company. Rs. 1222371/- is gross written down value of Fixed Assets whose live have expired as at 1st April, 2014 have been adjusted net of tax, in the opening balance of General Reserve amounting to Rs. 825711/-.


Mar 31, 2014

1. Right, Preferences and Restrictions attached to shares:

The company has one class of equity shares having a par value of Rs. 10/- each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

2. The company had reserved 1500000 equity shares of Rs. 10/- each for offering to eligible employees of the company and of its subsidiaries under Employees'' stock option scheme (ESOP) in 2010. The options were granted to the employees at a price of Rs. 171/- per share. During the year company has granted NIL (Previous year NIL) options to the employees. The options would vest over a period of five years.

3. Corresponding figures of the previous year have been regrouped to confirm with this year''s classification wherever necessary.

4. CONTINGENT LIABILITIES:

A. For the Asst. Year 2007-2008 the Assessing officer assessed the income of the company and raised a demand of Rs. 127343870/-. Aggrieved by this order the company went in to Appeal with CIT (Appeal) – VIII. The Order of the CIT (Appeal) is awaited.

B. For the Asst. Year 2009-2010 the Assessing officer assessed the income of the company and raised a demand of Rs. 44176840/-. Aggrieved by this order the company went in to Appeal with CIT (Appeal) – VIII. The Order of the CIT (Appeal) is awaited. Against this the company has already paid Rs. 40000000/- during the F.Y. 2012-13.

C. The Company has given a guarantee for a Term Loan taken by its subsidiary company. viz, Maheshwari (Thaltej) Complex Private Limited to the tune of Rs.60.00 crores from an NBFC.

D. The Company has given a guarantee for Non Convertible Debentures issued by Mahavir (Thaltej) Complex Private Limited to the tune of Rs.26.04 crores.

5. The Company has carefully considered the impact of Accounting Standard – 28 pertaining to Impairment loss. As the recoverable amount of assets is higher than the WDV of its Fixed Assets no provision is made for impairment of Assets.

6. Balance of Long Term & Short Term Borrowings, Trade Payables, Trade Receivables and Loans and Advances are subject to confirmation.

7. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

8. The details of security offered for the secured loans taken are as follows:

A. Loan from JSC VTB Bank:

Charge secured by equitable mortgage of immovable property of group company and promoter directors and corporate guarantee of the group company and personal guarantee of three promoter directors of the company and pledge of shares of the promoter directors of the Company.

B. Loan from Karnataka Bank Limited:

Charge secured by equitable mortgage of immovable property of group company and corporate guarantee of the group company and personal guarantee of two promoter directors of the company and hypothecation of construction raw-materials acquired by the company.

C. Loan from Canara Bank:

Charge secured by equitable mortgage of immovable property of group companies and corporate guarantee of the group companies and personal guarantee of two promoter directors of the company.

D. Loan from SIDBI:

Charge secured by equitable mortgage of piece & parcel of land along with structures of shops thereon of the company and corporate guarantee of the company and personal guarantee of two promoter directors of the company.

E. Loan from Reliance Home Finance Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the company and hypothecation of receivables, outstanding moneys and claims, all rights, titles, interest, claims, benefits, demands and escrow accounts of two projects etc of the company and personal guarantee of two promoter directors of the company.

F. Loan from Capital First Ltd:

Charge secured by mortgage of immovable property and interest thereon and hypothecation of receivables, book debts, outstanding moneys and claims, escrow accounts of seven projects, etc of the company and its subsidiary and group companies, pledge of shares of three promoters of the company, personal guarantee of three promoter directors of the company and corporate guarantee / security of subsidiary and group companies.

G. Loan from IFCI Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the group company & co-operative society, pledge of shares and personal guarantee of promoter directors of the company.

H. Loan from SREI Equipment Finance Pvt. Ltd.:

Charge secured by mortgage of immovable property of the promoter directors of the company and hypothecation of equipments of the company & personal guarantee of two promoter directors of the company.

I. Loan from DMI Finance Pvt. Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the group company and corporate guarantee of the group company and personal guarantee of two promoter directors of the company.

J. Loan from Religare Finvest Ltd.:

Charge secured by mortgage of Immovable Property of the group company and hypothecation of unsold area, receivables, escrow account, etc. of one of the project of the Company.

K. Loan from Religare Housing Development Finance Corporation Ltd.:

Charge secured by mortgage of Immovable Property of the group company and co-operative society and hypothecation of receivables, escrow account, etc. of two projects of the Company.

L. Loans in respect of Vehicles are secured by the hypothecation of the vehicles financed through the loan agreement. viz. Motor Cars.

9. Based on the information available with the Company, there are no suppliers who are registered under the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31st 2014. Hence, the information as required under the Micro, Small and Medium Enterprises Development Act, 2006 is not disclosed.

10. The information required as per para 5 (viii) (a) & (c) of part II of schedule VI of the Companies Act, 1956 regarding information about the value of imports calculated on CIF basis, total value of imported raw materials, spare parts & components consumed and total value of indigenous raw-materials, spare parts & components consumed and percentage of each of the total consumption are Rs. NIL.

11. The information required as per para 5 (viii) (b), (d) & (e) of part II of schedule VI of the Companies Act, 1956 regarding expenditure in foreign currency, the dividend remitted in foreign currency and earning in foreign exchange are as follows:.

12. The information required as per para 5 (ii) & (iii) of part II of schedule VI of the Companies Act, 1956 regarding the purchases, sales, the opening and closing stock are as follows:

13. The Company has given business advances to various companies, co-operative societies and Non-Trading Corporations amongst others. No interest is chargeable on such loans. As the said advances are in the nature of business advance, the Company is of the view that there is no violation of the provision of Section 372A.

14. Segment Reporting:- A. The Company has considered business segment as the primary segment for disclosure. Therefore, in the opinion of the company, there are no different primary segments.

B. All the projects of the Company are being executed in and around Ahmedabad city only. Therefore, in the opinion of the company, there are no different geographical segments.

15. Related party disclosures:-

1. Parties where control exists:

Shangrila Fun World Private Limited, Shri Ganesh Construction Private Limited, Starnet Software (I) Limited, Madhurkamal (Thaltej) Complex Private Limited, Madhav (Thaltej) Complex Private Limited, Mandar (Thaltej) Complex Private Limited, Mitul (Thaltej) Complex Private Limited, Vinat Complex Private Limited, Sanat Complex Private Limited, Shadval Complex Private Limited, Vishad Complex Private Limited, Tarang Realty Private Limited, Shahil Infrastructure Private Limited, Gamit Builders Private Limited, Vyom Realty Private Limited, Unmesh Complex Private Limited, Shushna Complex Private Limited, Tathya Complex Private Limited, Viraj Complex Private Limited, Milind Complex Private Limited, Mihika Buildcon Limited, Sadhan Buildcon Private Limited,

Nilay Realty Private Limited, Sanmukh Developers Private Limited, Nihal Estate Private Limited, Mukur Real Estate Private Limited, Vimoh Land Developers Private Limited, Gaven Construction Private Limited, Shakil Buildwell Private Limited, Vardhan Land Developers Private Limited, Vibhor Realty Private Limited, Ganesh Infrastructure (I) Private Limited, Ganeshsagar Infrastructure Private Limited, Martand Estate Private Limited, Matang Properties Private Limited, Maitrik Buildcon Private Limited, Medhbhuti Complex Private Limited, Madhuj Realty Private Limited, Madhumati Realty Private Limited, Tirth Developers Private Limited, Malvika Estate Private Limited,, Mahavir (Thaltej) Complex Private Limited, Sulabh Realty Private Limited, Rajratna Infrastructure Private Limited, Shardul Buildcon Private Limited, Rajnigandha Developers Private Limited, Tirth

Realty Private Limited, Rohini Realty Private Limited, Gagan Infrastructure Private Limited, Gitanjali Infrastructure Private Limited, Sujan Developers Private Limited.

2. Subsidiaries

Yash Organiser Private Limited Gatil Properties Private Limited Maheshwari (Thaltej) Complex Private Limited Shaily Infrastructure Private Limited

3. Key Management Personnel Shri Shekhar G.Patel

Shri Dipak G.Patel

Smt. Lalitaben G. Patel

(Related parties as identified by the company and relied upon by the auditors)

16. Employees Stock Option Scheme:

The company introduced the Employees Stock Option Scheme ("ESOP 2010") in accordance with Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. The scheme was approved by the members of the company at their meeting held on 30/10/2010. The scheme is announced for all permanent employees and non-executive directors, including independent directors of the company and its subsidiary company / companies. Total grant approved by the company is 1500000 options which are earmarked and to be granted under the scheme over a period of five years. Under the scheme 998815 equity shares have been granted which shall vest to the employees over a period of five years and 20% each of the above was vested to the employees as on 01/11/2011, 01/11/2012 & 01/11/2013.

17. As per Accounting Standard - 15 "Employee Benefits", the disclosures as defined in the Accounting Standard are given below:

Defined Contribution Plans:

Contribution to defined contribution plans, recgonised as expense for the year is as under:

Defined Benefit Plan:

The employees'' gratuity fund scheme managed by a Trust (Life Insurance Corporation of India) is a defined benefit plan. The present value of obligation is determined on actuarial valuation, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

NOTES:- Gratuity is payable as per company''s scheme as detailed in the report. Actuarial gains/losses are accounted for in the period of occurrence. As the detailed list of investments is not available, expected return is assumed to be earned on risk free investments like ppf. Salary escalation & attrition rate are considered as advised by the company which we believe is in line with the industry practice considering promotion and demand and supply of the employees.


Mar 31, 2013

1. Corresponding fgures of the previous year have been regrouped to confrm with this year''s classifcation wherever necessary.

2. CONTINGENT LIABILITIES:

A. Amalgamated with company Ganesh Lea-Finvest Ltd with effect from 1st April, 1997 pursuant to the scheme of amalgamation approved by Hon''ble High Court of Gujarat. In September 2001 the offce of Superintendent of Stamps, Gandhinagar had issued a notice under The Bombay Stamp Act, 1958 calling upon the Company to pay stamp duty of Rs. 175402/- in view of amalgamation. Subsequently, the company had paid stamp duty on issue of bonus shares and preferential issue of shares and warrants. The said stamp duty amount was more than required. The company has made a representation to the department and requested them to adjust the amount. The response from the department is awaited.

B. For the Asst. Year 2007-2008 the Assessing offcer assessed the income of the company and raised a demand of Rs. 127343870/-. Aggrieved by this order the company went in to Appeal with CIT (Appeal) – VIII. The Order of the CIT (Appeal) is awaited.

C. For the Asst. Year 2008-2009 the Assessing offcer assessed the income of the company and raised a demand of Rs. 9347614/-. Aggrieved by this order the company went in to Income Tax offcer DCIT circle-4 The order is awaited

D. For the Asst. Year 2009-2010 the Assessing offcer assessed the income of the company and raised a demand of Rs. 44176840/-. Aggrieved by this order the company went in to Appeal with CIT (Appeal) – VIII. The Order of the CIT (Appeal) is awaited. Against this the company has already paid Rs. 40000000/- during the F.Y. 2012-13.

E. The Company has given a guarantee for a term Loan taken by its Subsidiary Company Maheswari (Thaltej) Complex Pvt. Ltd. to the tune of Rs. 60 Crores from an NBFC.

F. The company has given a guarantee for Non Convertible Debentues issued by Mahavir (Thaltej) Complex Pvt. Ltd. to the tune of Rs. 26.01 Crores.

3. The Company has carefully considered the impact of Accounting Standard – 28 pertaining to Impairment loss. As the recoverable amount of assets is higher than the WDV of its Fixed Assets no provision is made for impairment of Assets.

4. Balance of Long Term & Short Term Borrowings, Trade Payables, Trade Receivables and Loans and Advances are subject to confrmation.

5. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

6. The details of security offered for the secured loans taken are as follows:

A. Loan from JSC VTB Bank:

Charge secured by equitable mortgage of immovable property of associate company and promoter directors and corporate guarantee of the associate company and personal guarantee of three promoter directors of the company and pledge of shares of the promoter directors of the Company.

B. Loan from Reliance Capital Ltd.:

Charge secured by mortgage of immovable property of the company and its associate companies.

C. Loan from Reliance Home Finance Ltd.:

Charge secured by mortgage of immovable property and interest thereon owned by associate co-operative society and hypothecation of receivables, outstanding moneys and claims, all rights, titles, interest, claims, benefts, demands and escrow accounts, etc of the company.

D. Loan from Capital First Ltd.[Formerly known as Future Capital Holdings Ltd.]:

Charge secured by mortgage of immovable property and interest thereon and hypothecation of receivables, book debts, outstanding moneys and claims, escrow accounts, etc of the company and its subsidiary and associate companies, pledge of shares of three promoters of the company, personal guarantee of three promoter directors of the company and corporate guarantee / security of subsidiary and associate companies.

E. Loan from IFCI Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the associate company & co-operative society, pledge of shares and personal guarantee of promoter directors of the company.

F. Loan from SREI Equipment Finance Pvt. Ltd.:

Charge secured by mortgage of immovable property of the promoter directors of the company and associate company, hypothecation of equipments of the company personal guarantee of two promoter directors of the company and corporate guarantee / security of associate company.

G. Loan from DMI Finance Pvt. Ltd.:

Charge secured by mortgage of immovable property and interest thereon of the associate company and corporate guarantee of the associate company and personal guarantee of two promoter directors of the company.

H. Loan from Religare Finvest Ltd.:

Charge secured by mortgage of Immovable Property of the Associate Company and hypothecation of receivables, escrow account, etc. of one of the project of the Company.

I. Loan from Religare Housing Development Finance Corporation Ltd.:

Charge secured by mortgage of immovable Property of the Associate Company and hypothecation of receivables, escrow account, etc. of one of the project of the Company.

J. Loans in respect of Vehicles are secured by the hypothecation of the vehicles fnanced through the loan agreement. viz. Motor Cars.

7. Based on the information available with the Company, there are no suppliers who are registered under the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31st 2013. Hence, the information as required under the Micro, Small and Medium Enterprises Development Act, 2006 is not disclosed.

8. The information required as per para 5 (viii) (a) & (c) of part II of schedule VI of the Companies Act, 1956 regarding information about the value of imports calculated on CIF basis, total value of imported raw materials, spare parts & components consumed and total value of indigenous raw-materials, spare parts & components consumed and percentage of each of the total consumption are Rs. NIL.

9. The information required as per para 5 (viii) (b), (d) & (e) of part II of schedule VI of the Companies Act, 1956 regarding expenditure in foreign currency, the dividend remitted in foreign currency and earning in foreign exchange are as follows:.

10. The information required as per para 5 (ii) & (iii) of part II of schedule VI of the Companies Act, 1956 regarding the purchases, sales, the opening and closing stock are as follows:

11. The Company has given business advances to various companies, co-operative societies and Non- Trading Corporations amongst others. No interest is chargeable on such loans except in case of Shaily Infrastructure Private Limited. As the said advances are in the nature of business advance, the Company is of the view that there is no violation of the provision of Section 372A.

13. Segment Reporting:- A. The Company has considered business segment as the primary segment for disclosure. Therefore, in the opinion of the company, there are no different primary segments.

B. All the projects of the Company are being implemented in and around Ahmedabad city only. Therefore, in the opinion of the company, there are no different geographical segments.

14. Related party disclosures:- 1. Parties where control exists:

Shangrila Funworld Pvt Ltd, Ganesh Infotech Ltd, Shri Ganesh Construction Pvt Ltd, Starnet Software (I) Ltd., Madhurkamal (Thaltej ) Complex Private Limited, Madhav (Thaltej) Complex Private Limited, Mandar (Thaltej) Complex Private Limited, Mitul (Thaltej) Complex Private Limited, Vinat Complex Private Limited, Sanat Complex Private Limited, Shadval Complex Private Limited, Vishad Complex Private Limited, Tarang Realty Private Limited, Shahil Infrastructure Private Limited, Gamit Builders Private Limited, Vyom Realty Private Limited, Unmesh Complex Private Limited, Shushna Complex Private Limited, Tathya Complex Private Limited, Viraj Complex Private Limited, Milind Complex Private Limited, Gavendu Land Developers Private Limited, Sadhan Buildcon Private Limited,

Nilay Realty Private Limited, Sanmukh Developers Private Limited, Nihal Estate Private Limited, Mukur Real Estate Private Limited, Vimoh Land Developers Private Limited, Gaven Construction Private Limited, Shakil Buildwell Private Limited, Vardhan Land Developers Private Limited, Vibhor Realty Private Limited, Ganesh Infrastructure (India) Pvt. Ltd., Ganeshsagar Infrastructure Private Limited, Martand Estate Private Limited, Matang Properties Private Limited, Maitrik Buildcon Private Limited, Medhbhuti Complex Private Limited, Madhuj Realty Private Limited, Madhumati Realty Private Limited, Tirth Developers Private Limited, Malvika Estate Private Limited, Mahavir (Thaltej) Complex Private Limited, Shreekala Infrastructure Private Limited, Sulabh Realty Private Limited, Rajratna Infrastructure Private Limited, Shardul Buildcon Private Limited, Rajnigandha Developers

Private Limited, Tirth Realty Private Limited, Rohini Realty Private Limited, Gagan Infrastructure Private Limited, Gitanjali Infrastructure Private Limited, Sujan Developers Private Limited, Shree Ganesh Fintrade Ltd., Mahalaxmi Co. Op. Housing Society Limited.

2. Subsidiary

A. Yash Organiser Private Limited

B. Gatil Properties Private Limited

C. Maheshwari (Thaltej) Complex Private Limited.

D. Shaily Infrastructure Private Limited.

3. Key Management Personnel

Shri Shekhar G.Patel , Shri Dipak G.Patel, Smt. Lalitaben G. Patel

(Related parties as identifed by the company and relied upon by the auditors)

15. Employees Stock Option Scheme:

The company introduced the Employees Stock Option Scheme ("ESOP 2010") in accordance with Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. The scheme was approved by the members of the company at their meeting held on 30/10/2010. The scheme is announced for all permanent employees and non-executive directors, including independent directors of the company and its subsidiary company / companies. Total grant approved by the company is 1500000 options which are earmarked and to be granted under the scheme over a period of fve years. Under the scheme 998815 equity shares have been granted which shall vest to the employees over a period of fve years and 20% of the above was vested to the employees as on 01/11/2011.

16. As per Accounting Standard – 15 "Employee Benefts", the disclosures as defned in the Accounting Standard are given below:

Defned Contribution Plans:

Contribution to defned contribution plans, recgonised as expense for the year is as under:

Defned Beneft Plan:

The employees'' gratuity fund scheme managed by a Trust (Life Insurance Corporation of India) is a defned beneft plan. The present value of obligation is determined on actuarial valuation, which recognizes each period of service as giving rise to additional unit of employee beneft entitlement and measures each unit separately to build up the fnal obligation.


Mar 31, 2012

1. Right, Preferences and Restrictions attached to shares:

The company has one class of equity shares having a par value of Rs. 10/- each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

2. The company had reserved 1500000 equity shares of Rs. 10/- each for offering to eligible employees of the company and its subsidiaries under Employees' stock option scheme (ESOP) in 2010. During the year company has granted NIL (Previous year 998815) options to the employees. The options were granted to the employees at a price of Rs. 171/- per share. The options would vest over a period of seven years.

3. Corresponding figures of the previous year have been regrouped to confirm with this year's classification wherever necessary.

4. CONTINGENT LIABILITIES:

A. Amalgamated with company Ganesh Lea-Finvest Ltd with effect from 1st April, 1997 pursuant to the scheme of amalgamation approved by Hon'ble High Court of Gujarat. In September 2001 the office of Superintendent of Stamps, Gandhinagar had issued a notice under The Bombay Stamp Act, 1958 calling upon the Company to pay stamp duty of Rs.1.75 lacs in view of amalgamation. Subsequently, the company had paid stamp duty on issue of bonus shares and preferential issue of shares and warrants. The said stamp duty amount was more than required. The company has made a representation to the department and requested them to adjust the amount. The response from the department is awaited.

B. For the Asst. Year 2007-2008 the Assessing officer assessed the income of the company and raised a demand of Rs. 1273.44 lacs. Aggrieved by this order the company went in to Appeal with CIT (Appeal) - VIII. The Order of the CIT (Appeal) is awaited.

C. For the Asst. Year 2009-2010 the Assessing officer assessed the income of the company and raised a demand of Rs. 441.76 lacs. Aggrieved by this order the company went in to Appeal with CIT (Appeal) - VIII. The Order of the CIT (Appeal) is awaited.

5. The Company has carefully considered the impact of Accounting Standard - 28 pertaining to Impairment loss. As the recoverable amount of assets is higher than the WDV of its Fixed Assets no provision is made for impairment of Assets.

6. Balance of Long Term & Short Term Borrowings, Trade Payables, Trade Receivables and Loans and Advances are subject to confirmation.

7. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

8. Payment to auditors:

9. The details of security offered for the secured loans taken are as follows:

A. Loan from JSC VTB Bank:

Charge secured by equitable mortgage of Immovable Property and Corporate Guarantee of the Associate Company and personal guarantee of three promoter directors of the Company and pledge of shares of the promoter directors of the Company.

B. Loan from India Infoline Investments Services Ltd.:

Charge secured by mortgage of Immovable Property and Corporate Guarantee of the Associate Company, Pledge of shares of Subsidiary & Associates Companies, personal guarantee of three promoter directors of the Company and pledge of share of promoter directors.

C. Loan from Reliance Capital Ltd.:

Charge secured by mortgage of Immovable Property of the Company and its Associate Company and personal guarantee of two promoter Directors of the Company.

D. Loan from Future Capital Holdings Ltd.:

Charge secured by mortgage of Immovable Property and interest thereon and hypothecation of receivables, book debts, outstanding moneys and claims, escrow accounts, etc of the Company and its Subsidiary and Associate Companies, Pledge of shares of three promoters of the Company, personal guarantee of two promoter directors of the Company and corporate guarantee / security of Subsidiary and Associate Companies.

E. Loan from IFCI Ltd.:

Pledge of Shares and Personal Guarantee of Promoter Directors of the Company.

F. Loan from Religare Finvest Ltd.:

Charge secured by mortgage of Immovable Property of the Associate Company and hypothecation of receivables, escrow account, etc. of one of the project of the Company.

G. Loan from SREI Equipment Finance Pvt. Ltd.:

Charge secured by mortgage of Immovable Property of the promoter directors of the Company and hypothecation of equipments of the company.

H. Loans in respect of Vehicles are secured by the hypothecation of the vehicles financed through the loan agreement. viz. Motor Cars.

10. Based on the information available with the Company, there are no suppliers who are registered under the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31 2012. Hence, the information as required under the Micro, Small and Medium Enterprises Development Act, 2006 is not disclosed.

11. The information required as per para 5 (viii) (a) & (c) of part II of schedule VI of the Companies Act, 1956 regarding information about the value of imports calculated on CIF basis, total value of imported raw materials, spare parts & components consumed and total value of indigenous raw-materials, spare parts & components consumed and percentage of each of the total consumption are Rs. NIL.

12. The information required as per para 5 (viii) (b), (d) & (e) of part II of schedule VI of the Companies Act, 1956 regarding expenditure in foreign currency, the dividend remitted in foreign currency and earning in foreign exchange are as follows:.

13. The information required as per para 5 (ii) & (iii) of part II of schedule VI of the Companies Act, 1956 regarding the purchases, sales, the opening and closing stock are as follows:

14. The Company has given business advances to various companies, co-operative societies and Non-Trading Corporations amongst others. No interest is chargeable on such loans except Maheshwari (Thaltej) Complex Private Limited. As the said advances are in the nature of business advance, the Company is of the view that there is no violation of the provision of Section 372A.

15. Segment Reporting:-

A. The Company has considered business segment as the primary segment for disclosure. Therefore, in the opinion of the company, there are no different primary segments.

B. All the projects of the Company are being implemented in and around Ahmedabad city only. Therefore, in the opinion of the company, there are no different geographical segments.

16. Related party disclosures:-

1. Parties where control exists:

Shangrila Funworld Pvt Ltd, Ganesh Plantations Ltd,

Ganesh Infotech Ltd, Shri Ganesh Construction Pvt Ltd,

Siddhivinayak Securities Pvt Ltd, Shaligram Investments

Pvt Ltd, Starnet Software (I) Ltd., Madhurkamal (Thaltej )

Complex Private Limited, Madhav (Thaltej) Complex Private Limited, Mandar (Thaltej) Complex Private Limited, Mitul (Thaltej) Complex Private Limited, Vinat Complex Private Limited, Sanat Complex Private Limited, Shadval Complex Private Limited, Vishad Complex Private Limited, Tarang Realty Private Limited, Shahil Infrastuture Private Limited, Gamit Builders Private Limited, Vyom Realty Private Limited, Unmesh Complex Private Limited, Shushna Complex Private Limited, Tathya Complex Private Limited, Viraj Complex Private Limited, Milind Complex Private Limited, Gavendu Land Developers Private Limited, Sadhan Buildcon Private Limited, Nilay Realty Private Limited, Sanmukh Developers Private Limited, Nihal Estate Private Limited, Mukur Real Estate Private Limited, Vimoh Land Developers Private Limited, Gaven Construction Private Limited, Mihika Buildcon Limited, Shakil Buildwell Private Limited, Vardhan Land Developers Private Limited, Vibhor Realty Private Limited, Ganesh Infrastructure (India) Pvt. Ltd., Ganeshsagar Infrastructure Private Limited, Martand Estate Private Limited, Matang Properties Private Limited, Maitrik Buildcon Private Limited, Medhbhuti Complex Private Limited, Madhuj Realty Private Limited, Madhumati Realty Private Limited, Tirth Developers Private Limited, Malvika Estate Private Limited, Mahavir (Thaltej) Complex Private Limited, Shreekala Infrastructure Private Limited, Sulabh Realty Private Limited, Rajratna Infrastructure Private Limited, Shardul Buildcon Private Limited, Rajnigandha Developers Private Limited, Tirth Realty Private Limited, Rohini Realty Private Limited, Gagan Infrastructure Private Limited, Gitanjali Infrastructure Private Limited, Sujan Developers Private Limited, Shree Ganesh Fintrade Ltd., Govindbhai

C. Patel Foundation, Mahalaxmi Co. Op. Housing Society Limited.

2. Subsidiary

A. Yash Organiser Private Limited

B. Gatil Properties Private Limited

C. Maheshwari (Thaltej) Complex Private Limited.

D. Shaily Infrastructure Private Limited.

3. Key Management Personnel

Shri Shekhar G.Patel , Shri Dipak G.Patel, Smt.

Lalitaben G. Patel

(Related parties as identified by the company and relied upon by the auditors)

17. Employees Stock Option Scheme:

The company introduced the Employees Stock Option Scheme ("ESOP 2010") in accordance with Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. The scheme was approved by the members of the company at their meeting held on 30/10/2010. The scheme is announced for all permanent employees and non- executive directors, including independent directors of the company and its subsidiary company / companies. Total grant approved by the company is 1500000 options which are earmarked and to be granted under the scheme over a period of five years. Under the scheme 998815 equity shares have been granted which shall vest to the employees over a period of five years and 20% of the above was vested to the employees as on 01/11/2011.

As per the scheme the Remuneration and Compensation Committee has granted & vested options as per detail below:

18. Donation includes Rs. 1.00 lacs contributed during the year to Bhartiya Janta Party - Gujarat Pradesh.

19. During the year ended 31 March 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the company, for preparation and presentation of its financial statement. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosure made in the financial statements. The company has also reclassified the previous year figures in accordance with the requirements applicable in the current year.


Mar 31, 2011

1. Corresponding figures of the previous year have been regrouped to confirm with this year's classification wherever necessary.

2. CONTINGENT LIABILITIES:

A. The Company amalgamated with Ganesh Lea-Finvest Ltd with effect from 1st April, 1997 pursuant to the scheme of amalgamation approved by Hon'ble High Court of Gujarat. In September 2001 the office of Superintendent of Stamps, Gandhinagar has issued a notice under The Bombay Stamp Act, 1958 calling upon the Company to pay stamp duty of Rs.175402/- in view of amalgamation. Subsequently, the company had paid stamp duty on issue of bonus shares and preferential issue of shares and warrants. The said stamp duty amount was more than required. The company has made a representation to the department and requested them to adjust the amount. The response from the department is awaited.

B. During the financial year 2007-08 the company received the order from the Honourable High Court of Gujarat approving the amalgamation of the company with five of its group companies. The stamp duty has to be paid on amalgamation of the companies. The company has referred the matter to the Superintendent of Stamps at Gandhinagar. They have not yet determined the amount of stamp duty. Hence no provision has been made in the accounts for the payment of stamp duty.

C. For the Asst. Year 2008-2009 the Assessing office assessed the income of the company and raised a demand of Rs. 49.48 crores. Aggrieved by this order the company went in to Appeal with CIT (Appeal) – VIII. The decision of the CIT (Appeal) came in favour of the company. However, the company is required to pay MAT of Rs. 11.15 crores. Against this amount the company has already paid Rs. 6.56 crores and the company is required to pay the balance amount of Rs. 4.59 crores. The IT order has come recently and the company is yet to decide about going in to further Appeal. No provision has been made in the accounts for Rs. 11.15 crores.

3. The Company has carefully considered the impact of Accounting Standard – 28 pertaining to Impairment loss. As the recoverable amount of assets is higher than the WDV of its Fixed Assets no provision is made for impairment of Assets.

4. Balance of Secured Loans, Unsecured Loans, Sundry Creditors, Sundry Debtors and Loans and Advances are subject to confirmation.

5. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

According to the Articles of Agreement entered into between the Company and the abovementioned directors, they were entitled to commission of 1% on the net profits of the Company calculated as per the provisions of Section 349 and 350 of the Companies Act, 1956. During the year the directors waived the commission payable to them. Hence, the calculation of the commission is not given.

6. The details of security offered for the secured loans taken are as follows:

A. Loan from JSC VTB Bank:

Charge secured by equitable mortgage of Immovable Property and Corporate Guarantee of the Associate Company and personal guarantee of three promoter directors of the Company and pledge of shares of one of the promoter director of the Company.

B. Loan from India Infoline Investments Services Pvt. Ltd.:

Charge secured by mortgage of Immovable Property and Corporate Guarantee of the Associate Companies and Co-operative society, Pledge of shares of Subsidiary, Associates Companies and Co-operative society, personal guarantee of three promoter directors of the Company.

C. Loan from Reliance Capital Ltd.:

Charge secured by mortgage of Immovable Property of the Company and its Associate Company and personal guarantee of two promoter Directors of the Company.

D. Loan from Future Capital Holdings Ltd.:

Charge secured by mortgage of Immovable Property and interest thereon and hypothecation of receivables, book debts, outstanding moneys and claims, escrow accounts, etc of the Company and its Subsidiary and Associate Companies, Pledge of shares of three promoters of the Company, personal guarantee of two promoter directors of the Company and corporate guarantee / security of Subsidiary and Associate Companies.

E. Loan from IFCI Ltd.:

Pledge of Shares and Personal Guarantee of Promoter Directors of the Company.

F. Loan from Religare Finvest Ltd.:

Charge secured by mortgage of Immovable Property of the Associate Company and hypothecation of receivables, escrow account, etc. of one of the project of the Company.

G. Loans in respect of Vehicles are secured by the hypothecation of the vehicles financed through the loan agreement. viz. Motor Cars.

7. Based on the information available with the Company, there are no suppliers who are registered under the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31st 2011. Hence, the information as required under the Micro, Small and Medium Enterprises Development Act, 2006 is not disclosed.

8. As this is a construction Company the information required as per paragraph 4C of part II of Schedule VI of the Companies Act, 1956, regarding Licensed Capacity, Installed Capacity and actual production are not given.

9. The Company has given business advances to various companies, co-operative societies and Non-Trading Corporations amongst others. No interest is chargeable on such loans. As the said advances are in the nature of business advance, the Company is of the view that there is no violation of the provision of Section 372A.

10. Segment Reporting:- A. The Company has considered business segment as the primary segment for disclosure. Therefore, in the opinion of the company, there are no different primary segments.

B. All the projects of the Company are being implemented in and around Ahmedabad city only. Therefore, in the opinion of the company, there are no different geographical segments.

11. Related party disclosures:-

1. Parties where control exists:

Shangrila Funworld Pvt Ltd, Ganesh Plantations Ltd, Ganesh Infotech Ltd, Shri Ganesh Construction Pvt Ltd, Siddhivinayak Securities Pvt Ltd, Shaligram Investments Pvt Ltd, Starnet Software (I) Ltd., Madhurkamal (Thaltej ) Complex Private Limited, Madhav (Thaltej) Complex Private Limited, Mandar (Thaltej) Complex Private Limited, Maheshwari (Thaltej) Complex Private Limited, Mitul (Thaltej) Complex Private Limited, Vinat Complex Private Limited, Sanat Complex Private Limited, Shadval Complex Private Limited, Vishad Complex Private Limited, Tarang Realty Private Limited, Shahil Infrastuture Private Limited, Gamit Builders Private Limited, Vyom Realty Private Limited, Unmesh Complex Private Limited, Shushna Complex Private Limited, Tathya Complex Private Limited, Viraj Complex Private Limited, Milind Complex Private Limited, Gavendu Land Developers Private Limited, Shaily Infrastructure Private Limited, Sadhan Buildcon Private Limited, Nilay Realty Private Limited, Sanmukh Developers Private Limited, Nihal Estate Private Limited, Mukur Real Estate Private Limited, Vimoh Land Developers Private Limited, Gaven Construction Private Limited, Mihika Buildcon Limited, Shakil Buildwell Private Limited, Vardhan Land Developers Private Limited, Vibhor Realty Private Limited, Ganesh Infrastructure (India) Pvt. Ltd., Ganeshsagar Infrastructure Private Limited, Martand Estate Private Limited, Matang Properties Private Limited, Maitrik Buildcon Private Limited, Medhbhuti Complex Private Limited, Madhuj Realty Private Limited, Madhumati Realty Private Limited, Tirth Developers Private Limited, Malvika Estate Private Limited, Mahavir (Thaltej) Complex Private Limited, Shreekala Infrastructure Private Limited, Sulabh Realty Private Limited, Rajratna Infrastructure Private Limited, Shardul Buildcon Private Limited, Rajnigandha Developers Private Limited, Tirth Realty Private Limited, Rohini Realty Private Limited, Gagan Infrastructure Private Limited, Gitanjali Infrastructure Private Limited, Sujan Developers Private Limited, Shree Ganesh Fintrade Ltd., Govindbhai C. Patel Foundation, Ganesh Housing Corporation.

2. Subsidiary

A. Yash Organiser Pvt Ltd

B. Gatil Properties Pvt. Ltd.

3. Key Management Personnel

Shri Shekhar G.Patel , Shri Dipak G.Patel, Smt. Lalitaben G. Patel

12. Employees Stock Option Scheme:

During the year under review, the company introduced the Employees Stock Option Scheme ("ESOP 2010") in accordance with Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, at their meeting held on 30/10/2010. The scheme is announced for all permanent employees and non-executive directors, including independent directors of the company and its subsidiary company / companies, in the grade as decided by the Board. Total grant approved by the Remuneration and Compensation Committee of the company is 1500000 options which are earmarked and to be granted under the scheme over a period of five years. Under the scheme 998815 equity shares have been granted which shall vest to the employees over a period of five years and 20% of the above shall vest to the employees as on 01/11/2011.

13. Donation includes Rs. 10000000/- contributed during the year to a Gujarat Cancer Society U/s. 35 (1) (ii) of the income Tax Act, 1961.


Mar 31, 2010

1. Corresponding figures of the previous year have been regrouped to confirm with this years classification wherever necessary.

2. CONTINGENT LIABILITIES:

A. The Company amalgamated with Ganesh Lea-Finvest Ltd with effect from 1 st April, 1997 pursuant to the scheme of amalgamation approved by Honble High Court of Gujarat. In September 2001 the office of Superintendent of Stamps, Gandhinagar has issued a notice under The Bombay Stamp Act, 1958 calling upon the Company to pay stamp duty of Rs.l 75402/- in view of amalgamation. Subsequently, the company had paid stamp duty on issue of bonus shares and preferential issue of shares and warrants. The said stamp duly amount was more than required. The company has made a representation to the department and requested them to adjust the amount. The response from the department is awaited.

B. During the financial year 2007-08 the company received the order from the Honourable High Court of Gujarat approving the amalgamation of the company with five of its group companies. The stamp duty has to be paid on amalgamation of the companies. The company has referred the matter to the Superintendent of Stamps at Gandhinagar. They have not yet determined the amount of stamp duty. Hence no provision has been made in the accounts for the payment of stamp duty.

C. The company had made provision for payment of Dividend Distribution Tax in the FY. 2007-2008 and FY. 2008-2009 totaling in to Rs. 34971510/-. However, the dividend was paid out of Profits of SEZ Project and hence on legal advice the company has taken a stand that Dividend Distribution Tax is not payable.

D. The company had completed a scheme known as International Pharma & Biotech Park during the period 2004-2005 to 2006-2007. The company had also paid service tax amounting to Rs. 2069669/- on the above scheme and interest of Rs. 448296/-. However, the service rax department has issued a show cause notice for Rs. 4288695/-. The company has preferred an appeal against this demand.

3. The Company has carefully considered the impact of Accounting Standard -28 pertaining to Impairment loss. As the recoverable amount of assets is higher than the WDV of its Fixed Assets no provision is made for impairment of Assets.

4. Balance of Secured Loans, Unsecured Loans, Sundry Creditors, Sundry Debtors and Loans and Advances are subject to confirmation.

5. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

6. Payment to auditors:

7. The details of security offered for the secured loans taken from banks are as follows:

a) The Term loan from Bank of India was secured against deed of hypothecation, hypothecating all tangible movable machinery and plant (both present and future), whether installed or not and whether now lying loose or in cases at site or in transit or wherever else the same may be and Equitable mortgage by deposit of title deeds of the open plot of land along with land and buildings and other structures, machinery and plant and other fixtures and fittings erected or installed thereon (both present and future), situate at F P No 431/part and F P No 430, Ambawadi Circle, Ahmedabad, owned by Sura j Co-op Housing Society Ltd. Deed of hypothecation hypothecating all tangible movable machinery and plant (both present and future) and Joint and several guarantee by Shri Shekhar G. Patel, promoter director of the company and institutional guarantee of Suraj Co-op Housing Society Ltd

b) A. The term loanfrom Tamilnad Mercantile Bank Ltd. is secured againstthe below mentioned Primary securities:

1. On hypothecation of first charge over all the receivables and current assets of all ongoing projects and future projects except the present SEZ project. In addition, explicit the first charge on the following also be created in Banks favour: l.Shangrila Bungalow, 2. Mahalaya—11,3. Shangrila—II at Thaltej, 4. Maple County, 5. Suyojan, 6. Satva Apartment at Paldi.

i. Equitable mortgage/registered mortgage, as the case may be, should be created on 21 bungalows which yet to be sold in the project Mahalaya - II.

ii. Equitable mortgage/registered mortgage, as the case may be, should be created on 13 shops (i.e. 12 shops + 1 shop i.e. entire shopping complex) to be constructed on the ground floor in the Satva project together with 18 apartments which will be detailed while executing the documentation.

B. The term loan from Tamilnad Mercantile Bank is secured against the below mentioned Collateral securities:

1. On equitable mortgage of land to the extent of 7423 sq.yds (6195 sq.mtrs.) and to be constructed building to the extent of 11118.89 sq. mt. (Construction is in process) [Basement 2378.85 sq. mt. + Plinth 1269.37 sq. mt. + Ground floor 2621.11 sq. mt. +1 st floor 2519.54 sq. mt. + 2nd floor 2330.02 sq. mt.] situated at final plot No 248 of T.R Scheme No 38 R.S.No. 313/2/2 and 313/3 of Thaltej village, Daskroi taluka, Ahmedabad and building under construction standing in the name ofM/s Nachiket Properties Pvt Ltd, the company which has been now amalgamated with M/s Ganesh Housing Corporation Ltd. valued at Rs 1952.24 lakhs.

2. On equitable mortgage of land to the extent of 7405 sq.mt. situated at Final plot No 187 (part) of Draft T.R Scheme No 38, R.S.No. 356 situate, lying and being Mouje Thaltej village, Daskroi taluka, Ahmedabad standing in the name of M/s Sujan Developers Pvt Ltd. valued at Rs 2132.64 lakhs)

C. Tamilnad Mercantile Bank Ltd. 1st charge on all movable assets of SEZ project will be conceded in favour of ICICI Bank Ltd. (Tamilnad Mercantile Bank Ltd. charge to continue as 2nd charge after 1 st charge in favour of ICICI Bank Ltd.) if only ICICI Bank Ltd. relinquishes through letter of satisfaction/modification to the effect that ICICI Banks charge is secondary to the charge of Tamilnad Mercantile Bank Ltd. over the receivables and current assets of all the ongoing and future projects, except the present SEZ project. Specific consent of ICICI Bank Ltd. in writing in this regard should be obtained.

D. The term loan from Tamilnad Mercantile Bank Ltd. is guaranted by:

1. On personal guarantee of Mr Shekharbhai G. Patel and Mr Dipak G. Patel, directors of the company.

2. On the corporate guarantee of M/s. Sujan Developers Pvt. Ltd.

3. On the personal guarantee of all the directors of M/s. Sujan Developers Pvt. Ltd.

4. On the personal guarantee of owners, builders and promoters of all movable and immovable properties as well as other rights that are taken as security for this borrowing/re-schedulement. More specifically for the following projects:

1. Shangri-La Bungalow, 2. Mahalaya - II. 3. Shangri-La - II at Thaltej, 4. Maple County, 5. Suyojan, 6. Satva Apartment at Paldi.

c) The foreign currency term loan from ICICI Bank Ltd. is secured against mortgage or charge on all movable assets, if any, and immovable assets of the SEZ project. Mortgage or charge on all revenues / receivables accruing to the borrower on account of the project and all the project accounts in which the borrower has an interest and all investments made out of any proceeds lying in the TRA accounts and debt service reserve account. Mortgage or charge on assignments of all the rights, title and interest of the company in the project documents. Mortgage or charge on assignments of all insurance policies noting the interest of security Trustee / lender. Pledge of such number of shares of company (subject to section 19(2) & 19(3) of Banking Regulations Act) that a cover of 2.0 times the facility is provided where the shares of company are valued at their average of the closing price for the last 1 month or the last closing price whichever is less on the NSE. If at any time the cover falls below 1.75 times, the company shall top up the cover within 15 business days by providing a pledge over additional company shares to restore the cover to at least 2.0 times the facility amount.

On equitable mortgage of land to the extent of 11841 sq.mt. (14162 Sq. Yd.) situated at Final plot No 229 of R.S.No. 345,346/1 & 358 situate, lying and being Mouje Thaltej village, Daskroi taluka, Ahmedabad standing in the name of M/s Ra jratna Infrastructure Pvt. Ltd.

On personal guarantee of Mr Shekharbhai G. Patel and Mr Dipak G.. Patel, directors of the company.

d) Loan against properly from Reliance Capital Limited is secured against mortgage of immovable property situated at A-l 01, A-l 02, A-l 03, A-l 04, Al 05, B-l 01, B-l 02, B- 103, B-104, B-l 05, U-31 TO U-34, Samudra Complex, Off. C.G. Road, Ellisbridge, Ahmedabad.

On personal guarantee of Mr Shekharbhai G. Patel and Mr Dipak G.. Patel, promoter directors of the company.

e) Loan Against Properly from India Infoline Investments Services Limited is secured against mortgage of the below mentioned plots situated near Jalsa Party Plot and Sola Flyover, S.G. Highway, Ahmedabad.

RPIot No. 147/2, F.PIot No. 197, F.PIot No. 191 of mouje Thaltej, Ahmedabad.

Pledge on 26% shares of Ganesh Housing Corporation Limited in Gatil Properties Private Limited.

Pledge on 100% shares of companies owing the collaterals(Plots). i.e. Malvika Estate Pvt. Ltd., Rajnigandha Developers Pvt. Ltd. & Rohini Realty Pvt. Ltd.

Joint and several guarantee by Shri Shekhar G. Patel & Mr. Dipak G. Patel promoter directors of the company and institutional & corporate guarantee of Gannath Co-op Housing Society Ltd, Malvika Estate Pvt. Ltd., Rajnigandha Developers Pvt. Ltd.

8. Based on the information available with the Company, there are no suppliers who are registered under the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31 st 2010. Hence, the information as required under the Micro, Small and Medium Enterprises Development Act, 2006 is not disclosed.

9. As this is a construction Company the information required as per paragraph 4C of part II of Schedule VI of the Companies Act, 1956, regarding Licensed Capacity, Installed Capacity and actual production are not given.

10. The information required as per paragraph 4D of Part II of Schedule VI of the Companies Act, 1956, regarding earning and amount spent in foreign currency is as follows:

11. The Company has given business advances to various companies, co-operative societies and Non-Trading Corporations amongst others. No interest is chargeable on such loans. As the said advances are in the nature of business advance, the Company is of the view that there is no violation of the provision of Section 372A.

12. Segment Reporting:-

A. The Company has considered business segment as the primary segment for disclosure. Therefore, in the opinion of the company, there are no different primary segments.

B. All the projects of the Company are being implemented in and around Ahmedabad city only. Therefore, in the opinion of the company, there are no different geographical segments.

13. Related party disclosures:-

1. Parties where control exists:

Shangrila Funworld Pvt Ltd, Ganesh Plantations Ltd, Ganesh Infotech Ltd, Shri Ganesh Construction Pvt Ltd, Siddhivinayak Securities Pvt Ltd, Shaligram Investments Pvt Ltd, Starnet Software (I) Ltd., Madhurkamal (Thaltej) Complex Private Limited, Madhav (Thaltej) Complex Private Limited, Mandar (Thaltej) Complex Private Limited, Maheshwari (Thaltej) Complex Private Limited, Mitul (Thaltej) Complex Private Limited, Vinat Complex Private Limited, Sanat Complex Private Limited, Shadval Complex Private Limited, Vishad Complex Private Limited, Tarang Realty Private Limited, Shahil Infrastuture Private Limited, Gamit Builders Private Limited, Vyom Realty Private Limited, Unmesh Complex Private Limited, Shushna Complex Private Limited, Tathya Complex Private Limited, Viraj Complex Private Limited, Milind Complex Private Limited, Gavendu Land Developers Private Limited, Shaily Infrastructure Private Limited, Sadhan Buildcon Private Limited, Nilay Realty Private Limited, Sanmukh Developers Private Limited, Nihal Estate Private Limited, Mukur Real Estate Private Limited, Vimoh Land Developers Private Limited, Gaven Construction Private Limited, Mihika Buildcon Limited, Shakil Buildwell Private Limited, Vardhan Land Developers Private Limited, Vibhor Realty Private Limited, Ganesh Infrastructure (India) Pvt. Ltd., Ganeshsagar Infrastructure Private Limited, Martand Estate Private Limited, Matang Properties Private Limited, Maitrik Buildcon Private Limited, Medhbhuti Complex Private Limited, Madhuj Realty Private Limited, Madhumati Realty Private Limited, Tirth Developers Private Limited, Malvika Estate Private Limited, Mahavir (Thaltej] Complex Private Limited, Shreekala Infrastructure Private Limited, Sulabh Realty Private Limited, Rajratna Infrastructure Private Limited, Shardul Buildcon Private Limited, Rajnigandha Developers Private Limited, Tirth Realty Private Limited, Rohini Realty Private Limited, Gagan Infrastructure Private Limited, Gitanjali Infrastructure Private Limited, Sujan Developers Private Limited, Shree Ganesh Fintrade Ltd., Govindbhai C. Patel Foundation, Ganesh Housing Corporation.

2. Subsidiary

A. Yash Organiser Pvt Ltd

B. Gatil Properties Pvt. Ltd.

3. Key Management Personnel

Late Shri Govindbhai C. Patel, Shri Shekhar G. Patel, Shri Dipak G. Patel,

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