Directors Report of Ganesh Housing Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the Thirty Fourth (34th) Annual Report together with the Standalone and
Consolidated Audited Financial Statements of the Company for the Financial Year ended March 31,2025.

1. FINANCIAL SUMMARY (CONSOLIDATED AND STANDALONE)

Particulars	Consolidated		Standalone
	Year Ended	Year Ended	Year Ended	Year Ended
	31-03-2025	31-03-2024	31-03-2025	31-03-2024
Revenue from Operations	95976.18	89201.11	67629.26	59440.53
Other Income	3373.03	693.02	172.44	151.88
Total Income	99349.22	89894.13	67801.70	59592.41
Operating Expenses	18049.12	26888.13	15982.83	22447.29
Earnings Before Interest, Tax and Depreciation	81300.10	63006	51818.87	37145.12
Less: Finance Cost	383.37	373.20	80.36	101.92
Less: Depreciation	743.17	658.63	743.17	647.36
Profit/ (Loss) before Tax	80173.55	61974.16	50995.33	36394.84
Less: Current Tax	(20415.62)	(15966.80)	(13007.00)	(9300.00)
Less: Deferred Tax	48.07	63.36	56.64	(2.32)
Profit/ (Loss) after Tax	59806.00	46070.72	38044.98	27093.52
Share of profit of joint venture and associates (net)	0.00	0.00	0.00	0.00
Profit/(loss) for the year	59806.00	46070.72	38044.98	27093.52
Other Comprehensive Income/ (Loss)	0.00	0.00	0.00	0.00
Total Comprehensive Income/(Loss) for the period	59806.00	46070.72	38044.98	27093.52
Attributable to:
Owners of the holding Company	59806.00	46070.72	-	-
Non-controlling interest	0.00	0.00	-	-

2. FINANCIAL PERFORMANCE AND STATE OF
COMPANIES AFFAIRS:

Operating Results:

The Standalone and Consolidated Financial
Statements for the financial year ended March 31,
2025, forming part of this Annual Report, have been
prepared in accordance with the Indian Accounting
Standards (IND AS) as notified by the Ministry of
Corporate Affairs.

During the financial year 2024-2025, revenue from
operations on consolidated basis has increased from
'' 89201.11 lakhs in previous year to '' 95976.18 lakhs.
Further, during the year under review the Company
booked other income of '' 3373.03 lakhs.

Total Expenditure (excluding interest & financial
charges and depreciation) of the Company has
decreased from '' 26888.13 lakhs to '' 18049.12 lakhs.
After providing for interest and financial charges of
'' 383.37 lakhs and depreciation of '' 743.17 lakhs, the
Profit before Tax stood at '' 80173.55 lakhs and Net
Profit after Tax at '' 59806 lakhs.

The Company''s principal sources of liquidity are
cash and cash equivalents, liquid investments, and
the cash flow that the Company generates from its
operations.The Company continued to be debt-free
and maintained sufficient cash to meet its strategic
and operational requirements.

Project Updates:

MALABAR RETREAT

At present the construction of Residential Project
called Malabar Retreat situated at Ambedkar
University Road, near Nirma University, off S.G
Highway, Chharodi, Ahmedabad is in full swing. The
said project comprises of 160 residential units with a
total built up area of 711999.31 sq. ft. 34924.44 sq.
mtrs. RERA carpet.

Material changes and commitments:

There were no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year
2024-2025 and the date of this report.

3. TRANSFER TO RESERVES

As permitted under the Companies Act, 2013 (“the
Act”), the Directors do not propose to transfer any
sum to the General Reserve pertaining to Financial
Year 2024-2025.

4. CREDIT RATING

During the year under review, the Company was not
required to obtain credit rating.

5. DIVIDEND

The Board of Directors of the Company at their
meeting held on May 14, 2025, inter alia, approved
and recommend payment of Dividend of '' 5/- (Rupees
Five Only) per Equity Share of '' 10/- (Rupees Ten
Only) each (50 %) for the financial year ended March
31, 2025, subject to approval of the members at the
ensuing Annual General Meeting (“AGM”).

The Dividend for the financial year ended March 31,
2025, if approved by the members at the ensuing
AGM, will be paid on or before October 07, 2025, to
those members whose name appear in the Register
of Members of the Company or Register of Beneficial
Owners maintained by the Registrar and Share
Transfer Agent (“RTA”) as on Record Date i.e. Friday,
August 29, 2025.

Members holding shares in physical/demat form are
hereby informed that the bank particulars registered
with RTA or their respective DP, as the case may be,
will be considered by the Company for payment of
dividend.

Members holding shares in physical/demat form are
required to submit their bank account details, if not
already registered, as mandated by the SEBI.

In case the Company''s dividend banker is unable to
process the final dividend to any Member by electronic
mode, due to non-availability of the details of the bank
account or for any other valid reason whatsoever,
the Company shall dispatch the dividend warrants/
demand drafts to such members by post.

As per the applicable provision of Income-Tax Act,
1961, dividend paid or distributed by the Company
shall be taxable in the hands of the shareholders.
Accordingly, the Company makes the payment of the
dividend after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), the
Company has adopted the Dividend Distribution
Policy which is available: https://ganeshhousing.
com/assets/main/pdf/corporate-governance/policies/
Dividend-Distribution-Policy.pdf

6. FUTURE OUTLOOK

As regards the Million Minds SEZ project, Phase
1(MOne), our premier commercial IT SEZ project,
is nearing completion. We are ten months ahead of
the projected schedule and anticipate it will become
commercially operational by the third quarter of the
current financial year.

7. 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.

8. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

Your Company has three (3) Wholly Owned
Subsidiaries viz. Madhukamal Infrastructure Private
Limited, Gatil Properties Private Limited and Million
Minds Techspace Private Limited at March 31,2025.

The Company has no associate companies and joint
ventures.

During the year, the Board of Directors have reviewed
the affairs of the subsidiaries. Pursuant to Section
129(3) of the Act read with Rule 5 of Companies
(Accounts) Rules, 2014, a statement containing
the salient features of the financial statement of the
subsidiary companies is attached to the financial
statement in Form AOC-1. The statement also provides
details of performance and financial position of each
of the subsidiaries and their contribution to the overall
performance of the Company.

In compliance with Regulation 16(1)(c) of SEBI Listing
Regulations, the Company has formulated a policy for
determining material subsidiaries. The said policy is
available on the website of the Company at https://
ganeshhousing.com/assets/main/pdf/corporate-
governance/policies/policy-on-material-subsidiaries.
pdf

In accordance with Section 136 of the Act, 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 the website of your
Company viz. www.ganeshhousing.com

9. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Appointment/Re-appointment or any changes thereof:

APPOINTMENT/CESSATION

During the year under review, the Board was re¬
constituted as the second term of all the Independent

Directors (viz; Dr. Tarang M. Desai, Dr. Bharat J.
Patel and Mr. Ashish H. Modi) got completed on
September 14, 2024 and new Independent Director
and Non-Executive Directors were taken onboard by
the Members through postal ballot on October 15,
2024 with a Term of five (5) years with effect from
September 13, 2024 upto September 12, 2029, which
are as under:

1. Mr. Sandeep Mohanraj Singhi (DIN: 01211070):
Non - Executive - Independent Director

2. Mr. Darshankumar Naranbhai Patel (DIN:

00068650): Non - Executive - Independent

Director

3. Mr. Ameetkumar Hiranyakumar Desai (DIN:

00007116): Non - Executive - Independent

Director

4. Mr. Ashish Kantilal Patel (DIN: 02584772): Non -
Executive - Independent Director

5. Mr. Anmol Dipakkumar Patel (DIN: 08068767):
Non-Executive - Non Independent Director and

6. Mr. Amanvir Shekhar Patel (DIN:08752273): Non
- Executive - Non Independent Director

Your Board places on record the deep appreciation
for valuable services and guidance provided by
Dr. Tarang M. Desai, Dr. Bharat J. Patel and
Mr. Ashish H. Modi during their tenure of Directorship.

RETIREMENT BY ROTATION AND SUBSEQUENT
RE-APPOINTMENT

In accordance with the provisions of Section 152 and
other applicable provisions, of the Act, Mr. Shekhar G.
Patel [DIN: 00005091], Managing Director & CEO and
Ms. Aneri D. Patel [DIN: 06587573], Non - Executive

Non- Independent Director of the Company, are liable
to retire by rotation at the ensuing AGM and being
eligible have offered themselves for re-appointment.
In terms of sub-regulation (3) of Regulation 36 of SEBI
Listing Regulations, brief resumes of Mr. Shekhar
G. Patel and Ms. Aneri D. Patel who are retiring by
rotation and proposed to be appointed, is provided in
the Notice section forming part of this Annual Report

Other:

Your Company has received declarations from all the
Independent Directors of your Company confirming
that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and
Regulation 16(1) (b) of the SEBI Listing Regulations
and there has been no change in the circumstances
which may affect their status as an Independent
Director. The Independent Directors have also given
declaration of compliance with Rules 6(1) and 6(2)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to their name

appearing in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and
are persons of high integrity and repute. They fulfill the
conditions specified in Act as well as the Rules made
thereunder and are independent of the management.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors
state that:

(i) In the preparation of the annual accounts for
the financial year ended March 31, 2025, 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 March 31, 2025 and of the
Profit 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
Act, 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 AND
SHARES TRANSFERRED TO INVESTOR
EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124
and 125 of the Act read with Investor Education and
Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 (“IEPF Rules”) dividends which
remain unpaid or unclaimed for a period of seven (7)
years from the date of transfer to the Unpaid Dividend
Account shall be transferred by the Company to the
Investor Education and Protection Fund (“IEPF”).

The details of dividend remitted to IEPF during the financial year 2024-2025 is as follows:

Financial Year	Dividend declared on	Last due date for claiming Dividend	Due date of transfer of said Amount	Amount transferred to IEPF	Date of transfer to IEPF
2016-2017	27/09/2017	26/10/2024	25/11/2024	'' 8,18,440/-	02/12/2024

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or
claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend and/or shares
are transferred to the IEPF Authority can claim their shares and/or dividend from the IEPF Authority following the
procedure prescribed in the IEPF Rules.

Accordingly, following shares whose dividend has remained unpaid/ unclaimed for a period of seven (7) consecutive
years were transferred to IEPF Authority during the financial year 2024-2025:

Financial Year to which	No. of Shares	Due date for transfer of	Execution date for
dividend relates	transferred	Shares	Corporate Action
2016-2017	4062	26/10/2024	10/12/2024

In accordance with the said IEPF Rules and amendments thereof, the Company will sent notices to all the proposed
Shareholders whose shares will become due for transfer to the IEPF Authority on or before October 29, 2025 and
simultaneously publish newspaper advertisements.

The Company has appointed a Nodal Officer and 3 (three) Deputy Nodal Officers under the provisions of IEPF, the
details of which are available on the website of the Company https://ganeshhousing.com/dividend

12. STATUTORY DISCLOSURES
PARTICULARS OF EMPLOYEES

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
and percentage increase in the remuneration of each Director, Chief Financial Officer and Company Secretary
in the financial year 2024 - 2025:

Name	Ratio to median Remuneration	% increase in remuneration in the financial year
Directors:
Mr. Dipakkumar G. Patel	14.99	0.26
Mr. Shekhar G. Patel	14.99	-0.14
#Dr. Tarang M. Desai	0.04	-5.87
#Dr. Bharat J. Patel	0.03	6.60
#Mr. Ashish H. Modi	0.04	-2.43
Ms. Aneri D. Patel	0.03	57.35
Ms. Palak M. Pancholi	0.04	102.86
*Mr. Sandeep M. Singhi	0.01	-
*Mr. Darshankumar N. Patel	0.01	-
*Mr. Ameetkumar H. Desai	0.01	-
*Mr. Ashish K. Patel	0.02	-
*Mr. Anmol D. Patel	0.01	-
*Mr. Amanvir S. Patel	0.004	-
Chief Financial Officer
Mr. Rajendra Shah	11.14	14.58
Company Secretary
Ms. Jasmin Jani	1.76	24.56

# The Independent directors tenure was from April 01,2024 to September 14, 2024.

* Directors appointed during the financial year 2024-2025.Hence no comparison is available.

b) The percentage increase/ (decrease) in the median remuneration of employees in the financial year: 22.94%;

c) The number of permanent employees on the rolls of Company as on March 31,2025: 111;

d) Average percentile increase/(decrease) made
in the salaries of employees other than the
managerial personnel in the financial year i.e.
2024-2025 was 23.71% whereas the increase/
decrease in the managerial remuneration (which
includes remuneration of CFO and CS) for the
same financial year was 24.31%.

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

f) A statement containing top ten employees in
terms of remuneration drawn and the particulars
of employees as required under Section 197(12)
of the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided
in a separate annexure forming part of this
report. Further, the report and the accounts are
being sent to members excluding this annexure.
In terms of Section 136 of the Act, the said
annexure is open for inspection at the Registered
Office of the Company. Any shareholder who is
interested in obtaining a copy of the same may
write to Company Secretary.

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 Act read with Rule 8 of the Companies (Accounts)
Rules, 2014 are given in Annexure - A annexed
hereto and forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS
REPORT

Management Discussion & Analysis report for the
year under review as stipulated under Regulation
34(2)(e) of the SEBI Listing Regulations is annexed as
Annexure - B hereto and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Your Directors adhere to the requirements set out in
Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations. Corporate Governance Report as
stipulated in the SEBI Listing Regulations is annexed
as Annexure - C hereto and forms part of this Report
along with Certificate from the Practising Company
Secretary, Ahmedabad confirming compliance of
conditions of Corporate Governance.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

I n accordance with Regulation 34(2)(f) of the SEBI
Listing Regulations, BRSR, covering disclosures on
the Company''s performance on Environment, Social
and Governance parameters for Financial Year 2024

- 2025, is annexed as Annexure - D. BRSR includes
report and economic responsibilities of business as
framed by the Ministry of Corporate Affairs.

13. AUDITORS AND AUDITORS’ REPORT
Statutory Auditor and Audit Report:

M/s. J.M. Parikh & Associates, Chartered Accountants,
Ahmedabad (Firm Registration No. 118007W) were
appointed as Statutory Auditors of the Company
for the period of five (5) consecutive years from the
conclusion of 31st Annual General Meeting to the
conclusion of 36th Annual General Meeting of the
Company to be held in the calendar year 2027.

The Statutory Auditors have issued an unmodified
opinion on the financial statements for the financial
year 2024-2025.

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

Secretarial Auditor and Audit Report:

M/s. Alap & Co., LLP, Practicing Company Secretaries
[Firm Registration Number : L2023GJ013900] (Peer
Review Number: 5948/2024) were appointed as
Secretarial Auditors of your Company to conduct
a Secretarial Audit of records and documents of
the Company for Financial Year 2024-2025. The
Secretarial Audit Report confirms that the Company
has complied with the provisions of the Act, Rules,
Regulations and Guidelines and that there were no
deviations or non-compliances. The Secretarial Audit
Report is provided in Annexure - E to this Report.

The Secretarial Audit Report does not contain any
qualifications, reservations or adverse remarks or
disclaimers. However, the Secretarial Auditor has
stated in its report for the receipt of Warning Letter
received from SEBI. The Securities and Exchange
Board of India (“SEBI”) vide letter dated April 29, 2025,
bearing reference no. SEBI/HO/CFID/CFID-SEC1/P/
OW/2025/11969/1 states about the non-compliance
of Regulations 4 (1) (a), (b), (c), (d), (e), (g), (h), (i), (j),
Regulation 4 (2)(e)(i) and Regulation 48 of the SEBI
Listing Regulations, read with IND AS 10 and 24, and
failure to take prior approval of the Audit Committee
for a related party transaction.

Further, as advised by SEBI, the Action Taken Report
along with corrective steps were placed before the
Audit Committee and Board of Directors at their duly
held meetings on June 20, 2025 respectively. The
members of the Audit Committee and Board noted the
steps taken by the Company and advised to ensure
compliance with the instructions issued by SEBI.

The Company will inform the same to SEBI in due
course within stipulated time limit provided by SEBI.

As per the requirements of SEBI Listing Regulations,
Practicing Company Secretaries of the material
unlisted subsidiary of the Company have undertaken
secretarial audits for Financial Year 2024-2025.
The Secretarial Audit Reports of such subsidiaries
confirms that they have complied with the provisions
of the Act, Rules, Regulations and Guidelines and that
there were no deviations or non-compliances.

The Secretarial Audit Reports of the unlisted
subsidiaries viz. Madhukamal Infrastructure Private
Limited and Gatil Properties Private Limited have
been annexed to this Report.

It is proposed to appoint Alap & Co LLP, Company
Secretaries (Firm Registration No. L2023GJ013900)
as the Secretarial Auditors of the Company for a
period of five years w.e.f April 01, 2025 to March 31,
2030, subject to approval of the shareholders of the
Company at the ensuing AGM.

Cost Auditor and Cost Records:

The Board had appointed M/s J. B. Mistri & Co., Cost
Accountants, Ahmedabad (Firm Registration Number:
101067), as Cost Auditor for conducting the audit of
cost records of the Company for the Financial Year
ended 2024-2025.

M/s J. B. Mistri & Co. have confirmed that their
appointment is within the limits of Section 141(3)(g)
of the Act and have also certified that they are not
disqualified under Section 141(3) and proviso to
Section 148(3) read with Section 141(4) of the Act.
The Board on recommendations of the Audit Committee
have approved the remuneration payable to the Cost
Auditor, subject to ratification of their remuneration by
the Members at this AGM. The resolution approving
the above proposal is being placed for approval of the
Members in the Notice for this AGM.

As per Section 148 of the Act, read with the Companies
(Cost Records and Audit) Rules, 2014, your Company
is required to maintain cost records and accordingly,
such accounts and records are maintained.

The Cost Audit Report for the financial year
2023-2024 does not contain any qualification,
reservation or adverse remark. The Cost Audit Report
for the financial year 2024-2025 will be submitted
within the prescribed timelines.

Reporting of Frauds by Auditors:

Pursuant to Section 134 (3) (ca) of the Act, the Statutory
Auditor, Cost Auditor and Secretarial Auditor have not
reported any instances of frauds committed in the
Company during the year under review by its Officers
or Employees to the Audit Committee or Board under
section 143(12) of the Act, details of which needs to
be mentioned in this Report.

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;

5. Risk Management Committee and

6. Operations & Management Committee

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

The Nomination and Remuneration Policy framed
by the Company as per the provisions of section
178(4) of the Act, is available on the website of the
Company (https://ganeshhousing.com/assets/main/
pdf/corporate-governance/policies/nomination-and-
remuneration-policy.pdf).

15. ANNUAL RETURN

In accordance with the provisions enshrined in the
Act, annual return in the prescribed format is available
at web-link viz. https://ganeshhousing.com pursuant
to the provisions of clause (a) of sub-section (3) of
Section 134 of the Act.

16. MEETINGS OF BOARD

During the financial year 2024-2025, the Board
of Directors met for Seven (7) times viz. April 12,
2024, May 14, 2024, June 29, 2024, July 15, 2024,
September 13, 2024, October 18, 2024 and January
17, 2025. During the said financial year, the maximum
interval between any two meetings did not exceed
120 days, as prescribed by the Act.

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

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a
policy on Related Party Transactions. The policy can
be accessed on the Company''s website at https://
ganeshhousing.com/assets/main/pdf/corporate-
governance/policies/policy-on-related-party-
transaction.pdf

During the year under review, all transactions entered
into with related parties were approved by the Audit
Committee. Certain transactions, which were repetitive
in nature, were approved through omnibus route. As
per the SEBI Listing Regulations, if any related party

transaction exceeds '' 1000 crore or 10% of the annual consolidated turnover as per the last audited financial
statement whichever is lower, would be considered as material and require member''s approval. However, there
were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure
of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the
Company for Financial Year 2024-2025 and hence, the same is not required to be provided.

Details of related party transactions entered into by the Company in terms of Ind AS - 24 have been disclosed in the
notes to the standalone/consolidated financial statements forming part of this Annual Report.

18. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF
COMPANIES ACT, 2013

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Act and
SEBI Listing Regulations, are provided in the financial statements.

19. RISK MANAGEMENT

Pursuant to Regulation 21 of SEBI Listing Regulations, the Board members of the company has re-constituted the

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Sr. No.	Name of Director	Category / Designation	Position
1.	Mr. Dipakkumar G. Patel	Chairman & Whole-time Director	Chairman
2.	Mr. Shekhar G. Patel	Managing Director & CEO	Member
3.	Mr. Ashish Kantilal Patel	Non-Executive - Independent Director	Member
4.	Mr. Amanvir Shekhar Patel	Non-Executive - Non Independent Director	Member

The Risk Management Committee has formulated and recommended to the Board, a Risk Management Policy to
frame, implement and monitor the risk management plan for the Company, which has been approved by the Board.
The Policy may be accessed on the Company''s website at the link: https://ganeshhousing.com/assets/main/pdf/
corporate-governance/policies/Risk-Management-Policy.pdf

During the financial year 2024-2025, the committee met for Two (2) times viz. April 12, 2024 and October 29, 2024.

20. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act, the Board members of the company has re-constituted the Committee during the
year under review Corporate Social Responsibility Committee (“CSR Committee”) comprising of following members:

Sr. No.	Name of Director	Category / Designation	Position
1.	Mr. Dipakkumar G. Patel	Chairman & Whole-time Director	Chairman
2.	Mr. Shekhar G. Patel	Managing Director & CEO	Member
3.	Mr. Ashish Kantilal Patel	Non-Executive - Independent Director	Member
4.	Ms. Aneri D. Patel	Non-Executive - Non Independent Director	Member

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 the Act, which has been approved by
the Board. The CSR Policy may be accessed on the
Company''s website at the link: https://ganeshhousing.
com/assets/main/pdf/corporate-governance/policies/
corporate-social-responsibility-policy.pdf

During the financial year 2024-2025, the committee
met for Two (2) times viz. June 26, 2024 and March
08, 2025.

The annual report on Corporate Social Responsibility
showing initiatives undertaken by the Company
during the year under review containing particulars as
specified under Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is as per
Annexure - F to the Report.

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

During the year under review, the Company
conducted Board Evaluation as part of its efforts to
evaluate, identify, improve and thereby enhancing the
effectiveness of the Board of Directors (“Board”), its
Committees and individual directors. This was in line
with the requirements mentioned in the Act and the
SEBI Listing Regulations.

The Company has also devised a policy for
performance evaluation of the Board, Committees
and other individual directors (including Independent
Directors) which includes criteria such as the
composition of committees, effectiveness of
committee meetings, attendance of directors, active
participation at various meetings, compliances of
various laws/codes and policies, etc.

The Board of Directors of the Company has carried out
an annual evaluation of its own performance, board
committees and individual directors. 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, its structure,
effectiveness of board processes, information flow
and functioning etc anonymously in order to ensure
objectivity. 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.

Further, the Board reviewed the performance of the
individual directors on the basis of the criteria such
as regular attendance in meeting, the contribution of
the individual director to the Board and committee
meetings like preparedness on the issues/ matters
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 held
on March 20, 2025, performance of non-independent
directors, performance of the Board as a whole and
performance of the Chairman was evaluated.

The results of evaluation can be concluded that there
was a high level of board effectiveness with no areas
of major concerns and the Board committees and the
Directors were performing their duties adequately.

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 put 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 Board members of the company has re¬
constituted the Audit Committee during the year under
review and it comprises of total Five (5) members out
of which Four (4) are Independent and Non-executive
Directors viz. Mr. Sandeep M. Singhi (Chairman),
Mr. Darshankumar N. Patel (Member), Mr. Ashish K.
Patel (Member) & Ms. Palak M. Pancholi (Member)
and fifth member is Managing Director & CEO viz.

Mr. Shekhar G. Patel. All the recommendations made
by the Audit Committee were accepted by the Board
during the year under review. During the financial year
2024-2025, the committee met for Six (6) times viz.
May 14, 2024, June 29, 2024, July 15, 2024, September
06, 2024, October 18, 2024 and January 17, 2025.

25. VIGIL MECHANISM

Pursuant to Regulation 22 of SEBI Listing Regulations
your Board has adopted the Vigil Mechanism and
Whistle Blower Policy 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 updated Vigil Mechanism
and Whistle Blower Policy is available on the website
of the Company. The web link of the same viz. https://
ganeshhousing.com/assets/main/pdf/corporate-
governance/policies/vigil-mechanism.pdf

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
framed 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 2024-2025, the Company
has received NIL complaints on sexual harassment,
out of which NIL complaints have been disposed
off and NIL complaints remained pending as of
March 31,2025.

27. COMPLIANCE WITH THE PROVISIONS OF
SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and
SS-2, relating to ‘Meetings of the Board of Directors''
and ‘General Meetings'', respectively, have been duly
complied by your Company.

28. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

During the year, there were no applications made
or any proceedings pending against the Company
under Insolvency and Bankruptcy Code, 2016 during
the financial year.

29. DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

During the financial year under review, there were
no instances of one-time settlement with any Bank or
Financial Institution.

30. ACKNOWLEDGEMENTS

Your Directors express sincerely thanks to the
Company''s employees, customers, vendors and

investors for their steadfast support. They also
extend heartfelt gratitude to the Central and State
Governments, relevant departments, and agencies
for their invaluable guidance and cooperation. Special
thanks are due to our banking partners-Tamilnad
Mercantile Bank Limited, ICICI Bank, HDFC Bank,
YES Bank and State Bank of India for their continued
trust and collaboration.

For & on behalf of Board of Directors

Dipakkumar G. Patel

Date : June 20, 2025 Chairman

Place : Ahmedabad (DIN: 00004766)

---

Mar 31, 2024

Your directors take pleasure in presenting the Thirty Third (33 rd) Annual Report together with the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended March 31,2024.

1. FINANCIAL SUMMARY (CONSOLIDATED AND STANDALONE)

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Particulars	Consolidated		Standalone
	Year Ended 31-03-2024	Year Ended 31-03-2023	Year Ended 31-03-2024	Year Ended 31-03-2023
Revenue from Operations	89201.11	61634.78	59440.53	25167.89
Other Income	693.02	447.31	151.88	122.55
Total Income	89894.13	^^|62082.09	59592.41	25290.44
Operating Expenses	26888.13	36456.47	22447.29	9551.83
Earnings Before Interest, Tax and Depreciation	63008.00	25625.62	37145.12	15470.06
Less: Finance Cost	373.20	1348.37	101.92	762.52
Less: Depreciation	658.63	272.00	647.36	267.56
Profit/ (Loss) before Tax	61974.16	^^|24005.25	36395.84	14707.54
Less: Current Tax	(15966.80)	(6180.00)	(9300.00)	(2725.00)
Less: Deferred Tax	63.36	(7609.89)	(2.32)	(2781.64)
Profit/ (Loss) after Tax	46070.72	^^|10215.36	27093.52	9200.90
Share of profit of joint venture and associates (net)	0.00	0.00	0.00	0.00
Profit/(loss) for the year	46070.72	10215.36	27093.52	9200.90
Other Comprehensive Income/ (Loss)	0.00	0.00	0.00	0.00
Total Comprehensive Income/(Loss) for the period	46070.72	10215.36	27093.52	9200.90
Attributable to:
Owners of the holding Company	46070.72	10007.71	-	-
Non-controlling interest	0.00	207.65	-	-

2. FINANCIAL PERFORMANCE AND STATE OF COMPANIES AFFAIRS:

Operating Results:

The Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

During the financial year 2023-2024, revenue from operations on consolidated basis has increased from '' 89201.11 lakhs in previous year to '' 61634.78 lakhs. Further, during the year under review the Company booked other income of '' 693.02 Lakhs.

Total Expenditure (excluding interest & financial charges and depreciation) of the Company has decreased from '' 36456.47 lakhs to '' 26888.13 lakhs. After providing for interest and financial charges of '' 373.20 lakhs and

depreciation of '' 658.63 lakhs, the Profit before Tax stood at '' 61974.16 lakhs and Net Profit after Tax at '' 46070.72 lakhs.

The Company''s principal sources of liquidity are cash and cash equivalents, liquid investments, and the cash flow that the Company generates from its operations.The Company continued to be debt-free and maintained sufficient cash to meet its strategic and operational requirements.

Project Updates:

Malabar Exotica

The Company has completed the project before the committed time by using pre-cast technologies. The Company has commenced giving possession to the unit holders.

Malabar Retreat

During the year under review, the Company had launched Residential Project called Malabar Retreat situated at Ambedkar University Road, near Nirma University, Off S.G

Highway, Chharodi, Ahmedabad. The said project comprises of 160 residential units with a total built up area of 711999.31 sq. ft. [34924.44 sq. mtrs. RERA carpet].

Material changes and commitments:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-2024 and the date of this report.

3. TRANSFER TO RESERVES

As permitted under the Companies Act, 2013 (''the Act''), the Directors do not propose to transfer any sum to the General Reserve pertaining to Financial Year 2023-2024.

4. CREDIT RATING

During the year under review, the Company was not required to obtain credit rating.

5. DIVIDEND

The Board of Directors of the Company at their meeting held on May 09, 2024, inter alia, approved and recommend payment of Dividend of '' 11/- (Rupees Eleven Only) per Equity Share of '' 10/- each (110 %) for the financial year ended March 31, 2024, subject to approval of the members at the ensuing Annual General Meeting.

The Dividend for the financial year ended March 31, 2024, if approved by the members at the ensuing Annual General Meeting, will be paid on or before October 08, 2024, to those members whose name appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Registrar and Share Transfer Agent (''RTA'') as on Record Date i.e Friday, August 30, 2024.

Members holding shares in physical/demat form are hereby informed that the bank particulars registered with RTA or their respective DP, as the case may be, will be considered by the Company for payment of dividend.

Members holding shares in physical/demat form are required to submit their bank account details, if not already registered, as mandated by the SEBI.

In case the Company''s dividend banker is unable to process the final dividend to any Member by electronic mode, due to non-availability of the details of the bank account or for any other valid reason whatsoever, the Company shall dispatch the dividend warrants/demand drafts to such members by post.

As per the Income-Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend from time to time after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing

Regulations), the Company has adopted the Dividend Distribution Policy which is available: https://ganeshhousing. com/assets/main/pdf/corporate-governance/policies/ Dividend-Distribution-Policy.pdf

6. FUTURE OUTLOOK

The Construction of Two buildings of Special Economic Zone (SEZ) - Million Minds for creating six million sq. ft of space is in full swing. Further, the Company has planned projects in SEZ - Million Minds namely Residential (8 phases) and Commercial (6 phases). Further, the Company is putting up a commercial project at Thaltej in the current financial year. One township project (5 phases) under a subsidiary company will come up near Village : Godhavi and Village : Garodiya near Ahmedabad. Plans have been chalked out to complete all these projects by September, 2034.

7. 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.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has three (3) Wholly Owned Subsidiaries viz. Madhukamal Infrastructure Private Limited, Gatil Properties Private Limited and Million Minds Techspace Private Limited at March 31,2024.

During the year under review, as per the terms of the definitive agreement the Company has acquired remaining 22% stake of Gatil Properties Private Limited from Monsoon India Infrastructure Direct II Limited. Due to Acquisition, Gatil Properties Private Limited became a Wholly Owned Subsidiary of the Company w.e.f. May 24, 2023.

The Company has no associate companies and joint ventures.

During the year, the Board of Directors have reviewed the affairs of the subsidiaries. Pursuant to Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the subsidiary companies is attached to the financial statement in Form AOC-1. The statement also provides details of performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company.

In compliance with Regulation 16( 1 )(c) of SEBI Listing Regulations, the Company has formulated a policy for determining material subsidiaries. The said policy is available on the website of the Company at https://ganeshhousing. com/assets/main/pdf/corporate-governance/policies/ policy-on-material-subsidiaries.pdf

In accordance with Section 136 of the Act, 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 the website of your Company viz. www.ganeshhousing.com

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment or any changes thereof:

RETIREMENT BY ROTATION AND SUBSEQUENT REAPPOINTMENT

I n accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act, Mr. Dipakkumar G Patel (DIN: 00004766), Chairman & Whole-time Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. The brief profile of Mr. Dipakkumar G. Patel is given in the Notice section forming part of this Annual Report

RE-APPOINTMENT OF MANAGING DIRECTOR & CEO

Based on performance evaluation and recommendation of the Nomination and Remuneration Committee the Board of Directors at its meeting held on June 29, 2024, re-appointed Mr. Shekhar G. Patel as Managing Director & CEO for a period of five (5) years w.e.f. July 01, 2024, subject to approval of members at the ensuing Annual General Meeting. As per the provisions of sub-section (6) of Section 152 of the Act, Mr. Shekhar G. Patel, Managing Director & CEO of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Board recommends his re-appointment. The brief profile of Mr. Shekhar G. Patel is given in the Notice section forming part of this Annual Report.

Other:

The Company has received declarations from the Independent Directors of the Company under Section 149(7) of the Act confirming that they meet criteria of Independence as per relevant provisions of the Act and SEBI Listing Regulations. At the first meeting of Board held for financial year 2023-2024, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in Act as well as the Rules made thereunder and are independent of the management.

The Company has received confirmation from all the existing Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs pursuant to Rule 6 of the

Companies (Appointment and Qualifications of Directors) Rules, 2014.

In terms of sub-regulation (3) of Regulation 36 of SEBI Listing Regulations, brief resumes in respect of the Director who is retiring by rotation and proposed to be appointed, is provided in the Notice convening the 33rd Annual General Meeting of the Company.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that: -

(i) In the preparation of the annual accounts for the financial year ended March 31, 2024, 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 March 31, 2024 and of the Profit 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 AND SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

I n accordance with the provisions of sections 124 and 125 of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF").

The details of dividend remitted to IEPF during the financial year 2023-2024 is as follows:

Financial Year	Dividend declared on	Last due date for claiming Dividend	Due date of transfer of said Amount	Amount transferred to IEPF	Date of transfer to IEPF
2015-2016	30/09/2016	31/10/2023	01/11/2023	'' 8,08,894/-	09/11/2023

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend and/or shares are transferred to the IEPF Authority can claim their shares and/or dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

Accordingly, following shares whose dividend has remained unpaid/ unclaimed for a period of seven (7) consecutive years were transferred to IEPF Authority during the financial year 2023-2024:

Financial Year to which	No. of Shares	Due date for	Execution date for
dividend relates	transferred	transfer of Shares	Corporate Action
2015-2016	6406	31/10/2023	12/12/2023

In accordance with the said IEPF Rules and amendments thereof, the Company will sent notices to all the proposed Shareholders whose shares will become due for transfer to the IEPF Authority on October 26, 2024 and simultaneously publish newspaper advertisements.

The Company has appointed a Nodal Officer and 3 (three) Deputy Nodal Officers under the provisions of IEPF, the details of which are available on the website of the Company https://ganeshhousing.com/dividend

12. STATUTORY DISCLOSURES

PARTICULARS OF EMPLOYEES

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 and percentage

increase in the remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2023 - 2024:

Name	Ratio to median Remuneration	% increase in remuneration in the financial year
Directors:
Mr. Dipakkumar G. Patel	18.74	0.34
Mr. Shekhar G. Patel	18.77	(0.10)
Dr. Tarang M. Desai	0.05	(19.76)
Dr. Bharat J. Patel	0.04	(44.98)
Mr. Ashish H. Modi	0.05	(39.96)
Ms. Aneri D. Patel	0.02	(18.02)
Ms. Palak Pancholi	0.03	6.06
Chief Financial Officer
Mr. Rajendra Shah	11.95	11.37
Company Secretary
Ms. Jasmin Jani	1.74	17.04

b) The percentage increase/ (decrease) in the median remuneration of employees in the financial year: 14.65%;

c) The number of permanent employees on the rolls of Company as on March 31,2024: 121;

d) Average percentile increase/(decrease) made in the salaries of employees other than the managerial personnel in the financial year i.e. 2023-2024 was 8.97% whereas the increase/ decrease in the managerial remuneration (which includes remuneration of CFO) for the same financial year was 14.86%.

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

f) A statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder who is interested in obtaining a copy of the same may write to Company Secretary.

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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure - A annexed hereto and forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations is annexed as Annexure - B hereto and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Your Directors adhere to the requirements set out in Regulation 34(3) read with Schedule V of the SEBI Listing Regulations. Corporate Governance Report as stipulated in the SEBI Listing Regulations is annexed as Annexure - C hereto and forms part of this Report along with Certificate from the Practising Company Secretary, Ahmedabad confirming compliance of conditions of Corporate Governance.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company''s performance on Environment, Social and Governance parameters for Financial Year 2023-2024, is annexed as Annexure - D BRSR includes report and economic responsibilities of business as framed by the Ministry of Corporate Affairs.

13. AUDITORS AND AUDITORS'' REPORT

Statutory Auditor and Audit Report:

M/s. J.M. Parikh & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 118007W) were appointed as Statutory Auditors of the Company for the period of five (5) consecutive years from the conclusion of 31^st Annual General Meeting to the conclusion of 36^th Annual General Meeting of the Company to be held in the calendar year 2027.

The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2023-2024.

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

Secretarial Auditor and Audit Report:

Mr. Anand Lavingia (COP No. 11410), Practicing Company Secretary (Peer Review Number: 640/2019), were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for Financial Year 2023-2024. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is provided in Annexure - E to this Report.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

As per the requirements of Listing Regulations, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of subsidiaries for Financial Year 2023-2024. The Secretarial Audit Reports of such subsidiaries confirms that they have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

The Secretarial Audit Reports of the unlisted material subsidiaries viz. Madhukamal Infrastructure Private Limited and Gatil Properties Private Limited have been annexed to this Report.

Cost Auditor and Cost Records:

The Board had appointed M/s J. B. Mistri & Co., Cost Accountants, Ahmedabad (Firm Registration Number 101067), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year ended 20232024.

M/s J. B. Mistri & Co. have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and have also certified that they are not disqualified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board, has to be ratified by the Members of the Company. Accordingly, ratification by the Members will be sought for the remuneration payable to the Cost Auditors for the financial year ending March 31, 2025 by passing an Ordinary Resolution.

As per Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

The Cost Audit Report for the financial year 2022-2023 does not contain any qualification, reservation, or adverse remark. The Cost Audit Report for the financial year 2023-2024 will be submitted within the prescribed timelines.

Reporting of Frauds by Auditors:

Pursuant to Section 134 (3) (ca) of the Act, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company during the year under review by its Officers or Employees to the Audit Committee or Board under section 143(12) of the Act, details of which needs to be mentioned in this Report.

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;

5. Risk Management Committee

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

The Nomination and Remuneration Policy framed by the Company as per the provisions of section 178(4) of the Act, is available on the website of the Company (https://ganeshhousing.com/assets/main/pdf/corporate-governance/policies/nomination-and-remuneration-policy. pdf).

15. ANNUAL RETURN

In accordance with the provisions enshrined in the Act, annual return in the prescribed format is available at web-link viz. https://ganeshhousing.com/financial-information pursuant to the provisions of clause (a) of sub-section (3) of Section 134 of the Act.

16. MEETINGS OF BOARD

During the financial year 2023-2024, the Board of Directors met for Seven (7) times viz. May 09, 2023, July 18, 2023, September 22, 2023, October 19, 2023, December 04, 2023, January 17, 2024 and March 01,2024. During the said financial year, the maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

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

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on Related Party Transactions. The policy can be accessed on the Company''s website at https://ganeshhousing.com/ assets/main/pdf/corporate-governance/policies/policy-on-related-party-transaction.pdf

During the year under review, all transactions entered into with related parties were approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, if any related party transaction exceeds '' 1000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require member''s approval. In this regard, during the year under review, the Company had taken necessary members approval. However, there were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2023-2024 and, hence, the same is not required to be provided.

Details of related party transactions entered into by the Company in terms of Ind AS - 24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report.

18. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF COMPANIES ACT, 2013

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Act and SEBI Listing Regulations, are provided in the financial statements.

19. RISK MANAGEMENT

Pursuant to Regulation 21 of SEBI Listing Regulations, the Company has formed Risk Management Committee comprising of following members:

Sr. No.	Name of Director	Category / Designation	Position
1.	Mr. Dipakkumar G. Patel	Chairman & Whole-time Director	Chairman
2.	Mr. Shekhar G. Patel	Managing Director & CEO	Member
3.	Dr. Tarang M. Desai	Independent Director	Member
4.	Mr. Ashish H. Modi	Independent Director	Member

The Risk Management Committee has formulated and recommended to the Board, a Risk management Policy to frame, implement and monitor the risk management plan for the company, which has been approved by the Board. The Policy may be accessed on the Company''s website at the link: https://ganeshhousing.com/assets/main/pdf/corporate-governance/policies/Risk-Management-Policy.pdf

20. CORPORATE SOCIAL RESPONSIBILITY

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

Sr. No.	Name of Director	Category / Designation	Position
1.	Mr. Dipakkumar G. Patel	Chairman & Whole-time Director	Chairman
2.	Mr. Shekhar G. Patel	Managing Director & CEO	Member
3.	Dr. Tarang M. Desai	Independent Director	Member

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 the Act, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: https://ganeshhousing.com/assets/main/pdf/corporate-governance/policies/corporate-social-responsibility-policy.pdf

The annual report on CSR showing initiatives undertaken by the Company during the year under review containing particulars as specified under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is as per Annexure - F to the Report.

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

During the year under review, the Company conducted Board Evaluation as part of its efforts to evaluate, identify, improve and thereby enhancing the effectiveness of the Board of Directors (Board), its Committees and individual directors. This was in line with the requirements mentioned in the Act and the SEBI Listing Regulations.

The Company has also devised a policy for performance evaluation of the Board, Committees and other individual directors (including Independent Directors) which includes criteria such as the composition of committees, effectiveness of committee meetings, attendance of directors, active participation at various meetings, compliances of various laws/codes and policies, etc.

The Board of Directors of the Company has carried out an annual evaluation of its own performance, board committees and individual directors. 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, its structure, effectiveness of board processes,

information flow 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.

Further, the Board reviewed the performance of the individual directors on the basis of the criteria such as regular attendance in meeting, the contribution of the individual director to the Board and committee meetings like preparedness on the issues/ matters 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.

I n a separate meeting of Independent Directors held on March 07, 2023, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

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 put 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 Four (4) members out of which three are Independent and Non-executive Directors viz. Mr. Ashish H. Modi (Chairman), Dr. Bharat J. Patel (Member) & Dr. Tarang M. Desai (Member) and fourth member is Managing Director & CEO viz. Mr. Shekhar G. Patel. All the recommendations made by the Audit Committee were accepted by the Board during the year under review.

25. VIGIL MECHANISM

Pursuant to Regulation 22 of SEBI Listing Regulations your Board 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 updated whistle blower policy is available on the website of the Company. The web link of the same viz. https://ganeshhousing.com/ assets/main/pdf/corporate-governance/policies/vigil-mechanism.pdf

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 framed 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 2023-2024, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed of and Nil complaints remained pending as of March 31,2024.

27. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by your Company.

28. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year, there were no applications made or any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 during the financial year.

29. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, there were no instances of one-time settlement with any Bank or Financial Institution.

30. ACKNOWLEDGEMENTS

Your Directors thank Company''s employees, customers, vendors and investors for their unstinted support. Further, your Directors also express a deep sense of gratitude for guidance, assistance and cooperation received from Central Government, State Government and concerned Government department and agencies and various bankers viz. Tamilnad Mercantile Bank Limited, HDFC Bank, ICICI Bank and Kotak Mahindra Bank.

For & on behalf of Board of Directors Dipakkumar G. Patel

Date : June 29, 2024 Chairman

Place : Ahmedabad (DIN: 00004766)

---

Mar 31, 2023

The directors take pleasure in presenting the Thirty Second (32^nd) Annual Report together with the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended March 31,2023.

1. FINANCIAL SUMMARY (CONSOLIDATED AND STANDALONE)

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	Year Ended	Year Ended	Year Ended	Year Ended
	31-03-2023	31-03-2022	31-03-2023	31-03-2022
Revenue from Operations	61634.78	38361.03	25167.89	12511.95
Other Income	447.31	125.01	122.55	57.85
Total Income	62082.09	38486.05	25290.44	12569.80
Operating Expenses	36456.47	24937.18	9551.83	9791.42
Earnings Before Interest, Tax and Depreciation	2399176.63	13548.86	15470.06	2778.38
Less: Finance Cost	1348.37	3629.68	762.52	2544.51
Less: Depreciation	272.00	196.14	267.56	196.14
Profit/ (Loss) before Tax	24005.25	9723.05	14707.54	37.72
Less: Current Tax	(6180.00)	(9.30)	(2725.00)	(7.50)
Less: Deferred Tax	(7609.89)	(2658.42)	(2781.64)	(26.12)
Profit/ (Loss) after Tax	10215.36	7055.33	9200.90	4.11
Share of profit of joint venture and associates (net)	0.00	0.00	--	--
Profit/(loss) for the year	10215.36	7055.33	9200.90	4.11
Other Comprehensive Income/ (Loss)	0.00	0.00	0.00	0.00
Total Comprehensive Income/(Loss) for the period	10215.36	7055.33	9200.90	4.11
Attributable to:
Owners of the holding Company	10007.71	7062.75	--	--
Non-controlling interest	207.65	(7.42)	--	--

2. FINANCIAL PERFORMANCE AND STATE OF COMPANIES AFFAIRS:

Operating Results:

The Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

During the financial year 2022-2023, revenue from operations on consolidated basis has increased from '' 38361.03 lakhs in previous year to '' 61634.78 lakhs. Further, during the year under review the Company booked other income of '' 447.31 Lakhs.

Total Expenditure (excluding interest & financial charges and depreciation) of the Company has increased from '' 24937.18 lakhs to '' 36456.47 lakhs. After providing for interest and financial charges of '' 1348.37 lakhs and depreciation of

'' 272.00 lakhs, the Profit before Tax stood at '' 24005.25 lakhs and Net Profit after Tax at ''10215.36 lakhs.

The Company continued its efforts towards better management of working capital, operating cash flows and controlling capital expenditure and borrowings resulted into ZERO DEBT Company during the financial year 2022-2023.

Project Updates:

Malabar County III

The Company has completed the project before the committed time by using pre-cast technologies. The Company has commenced giving possession to the unit holders.

Malabar Exotica

The project reached to the 83% completion stage in terms of the construction and 100% in terms of booking. The Company expects to give the possession before February 2024.

Material changes and commitments:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-2023 and the date of this report.

3. TRANSFER TO RESERVES

As permitted under the Companies Act, 2013 (''the Act''), the Directors do not propose to transfer any sum to the General Reserve pertaining to financial year 2022-2023.

4. CREDIT RATING

Brick Work India Private Limited has withdrawn the rating BWR BB - (Stable) for the Long Term Rating on Fund Based Facilities during the Financial Year 2022-2023 due to the fact that all Banks and Financial Institution debts have been paid in full.

5. DIVIDEND

Based on the Company''s performance, the Directors of your Company recommend a dividend of '' 2.40 per share of '' 10 each for the financial year ended March 31,2023, subject to approval of the members.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f April 01,2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Company has adopted the Dividend Distribution Policy which is available: https://ganeshhousing. com/assets/main/pdf/corporate-governance/policies/ Dividend-Distribution-Policy.pdf

6. FUTURE OUTLOOK

The growing awareness of home ownership and the government''s favourable affordable housing schemes has led to significant growth in the affordable housing segment. With people realising the long-term potential of owning a house, v/s renting led to sustainable growth in the segment. An increase in earning potential, a need for a better standard of living and the growing base of aspirational consumers and their lifestyle changes have led to substantial growth in the sector. With suited economic growth, the premium housing segment will also witness higher demand in the years to come. Reforms in stamp duty, the introduction of affordable rental housing complexes and government-aided schemes will boost this asset class while providing relief to the many who do not have access to it.

The Company is in the process of setting up Special Economic Zone for 6 million sq. ft of space. Further, your Company has tied up with Tishman Speyer India Private Limited by

executing Development Management Agreement and Leasing and Property Management Agreement.

At present, the Ganesh Group is having land reserve exceeding 500 acres in and around Ahmedabad and the said land is having a potential of 30 msf of development.

In the financial year 2023 - 2024, your Company expects to roll out a couple of residential and commercial projects.

7. 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.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has three (3) subsidiaries viz. Madhukamal Infrastructure Private Limited, Gatil Properties Private Limited and Million Minds Techspace Private Limited at March 31, 2023.

Pursuant to an order pronounced by the Hon''ble National Company Law Tribunal, Ahmedabad Bench (''Hon''ble NCLT'') on September 13, 2022, sanctioning the arrangement embodied in the Scheme of Amalgamation of Raj Ratna Infrastructure Private Limited ("RIPL") with Madhukamal Infrastructure Private Limited ("MIPL") a material unlisted wholly-owned subsidiary of the Company. In terms of the above Scheme, MIPL has issued and alloted to each member of RIPL, 23,22,48,432 (Twenty Three Crores Twenty Two Lacs Forty Eight Thousand Four Hundred Thirty Two) optionally convertible non-cumulative redeemable preference shares, credited as fully paid-up for 10,000 (Ten Thousand) equity shares of the face value of '' 10/- (Rupees Ten only) each fully paid-up held by such equity shareholders in RIPL.

During the year and till date, the Company had acquired 895755 no. of equity shares of Gatil Properties Private Limited from Monsoon India Infrastructure Direct II Limited.

The Company has no associate companies and joint ventures.

During the year, the Board of Directors have reviewed the affairs of the subsidiaries. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statement of the subsidiary companies is attached to the financial statement in Form AOC-1. The statement also provides details of performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company.

In accordance with Section 136 of the Act, 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 the website of your Company viz. https://ganeshhousing.com/financial-information.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment or any changes thereof:

As approved by the shareholders at the Annual General Meeting held on August 05, 2022, Mr. Dipakkumar G Patel (DIN: 00004766) was re-appointed as the Whole-time Director of the Company for a term of 5 (five) years with effect from October 1,2022 on the terms and conditions set out in the Memorandum dated August 06, 2022.

As per Regulation 17(1 )(a) of the Listing Regulations the company falls under the category of top 1000 listed companies based on the market capitalisation [(BSE Limited: 691) (National Stock Exchange of India Limited: 672)] as on March 31, 2022 needs to appoint Women Independent Director. During the year under review, the members by way of postal ballot appointed Ms. Palak Manan Pancholi (DIN: 09703392), as Non-Executive Independent Director of the Company with effect from August 22, 2022 for a period of 5 (five) years till August 21,2027.

The members of the company also approved the redesignation of the Managing Director of the company i.e. Mr. Shekhar G. Patel (DIN: 00005091) to Managing Director & Chief Executive Officer with effect from August 22, 2022 by way of Postal Ballot.

As per the provisions of sub-section (6) of Section 152 of the Act, Ms. Aneri D. Patel (DIN: 06587573), Director of the Company, retires by rotation and being eligible has offered herself for re-appointment. The Board recommends her reappointment.

Other:

The Company has received declarations from the Independent Directors of the Company under Section 149(7) of the Act confirming that they meet criteria ofIndependence as per relevant provisions of the Act and Listing Regulation. At the first meeting of Board held for financial year 20222023, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in Act as well as the Rules made thereunder and are independent of the management.

The Company has received confirmation from all the existing Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs pursuant to Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In terms of sub-regulation (3) of Regulation 36 of Listing Regulations, brief resume in respect of the Director who is retiring by rotation and proposed to be re-appointed, is provided in the Notice convening the 32^nd AGM of the Company.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:-

(i) In the preparation of the annual accounts for the financial year ended March 31, 2023, 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 March 31, 2023 and of the Profit 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 Act 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 AND SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and 125 of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") dividends which remain unpaid or unclaimed for a period of seven (7) years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF").

The details of dividend remitted to IEPF during the financial year 2022-2023 is as follows:
Financial Year	Dividend declared on	Last due date for claiming Dividend	Due date of transfer of said Amount		Amount transferred to IEPF		Date of transfer to IEPF
2014-2015	30/09/2015	29/10/2022	30/10/2022		'' 6,35,168/-		04/11/2022
The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven (7) consecutive years or more in the name of IEPF. The Members whose dividend and/or shares are transferred to the IEPF Authority can claim their shares and/or dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules. Accordingly, following shares whose dividend has remained unpaid/ unclaimed for a period of seven (7) consecutive years were transferred to IEPF Authority during the financial year 2022-2023:
Financial Year to which dividend relates		No. of Shares transferred		Due date for transfer of Shares		Execution date for Corporate Action
2014-2015		7724		29/10/2022		10/11/2022

In accordance with the said IEPF Rules and amendments thereof, the Company will sent notices to all the proposed Shareholders whose shares will become due for transfer to the IEPF Authority on October 31, 2023 and simultaneously publish newspaper advertisements.

The Company has appointed a Nodal Officer and three Deputy Nodal Officers under the provisions of IEPF, the details of which are available on the website of the Company https://ganeshhousing.com/dividend

12. STATUTORY DISCLOSURES PARTICULARS OF EMPLOYEES

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 and percentage increase in the remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2022 - 2023:

Name	Ratio to median	% increase in remuneration
	Remuneration	in the financial year
Directors:
Mr. Dipakkumar G. Patel	21.13	73.99
Mr. Shekhar G. Patel	21.13	73.57
Dr. Tarang M. Desai	0.07	2.68*
Dr. Bharat J. Patel	0.08	15.75*
Mr. Ashish H. Modi	0.09	11.76*
Ms. Aneri D. Patel	0.03	(18.75)*
Mrs. Palak M. Pancholi	-	@
Chief Financial Officer
Mr. Rajendra Shah	12.30	9.09
Company Secretary
Ms. Jasmin Jani	-	$

$ Remuneration received in Financial Year 2022-2023 is not comparable with remuneration received in Financial Year 20212022 (for part of the year) and hence not stated.

@ Mrs. Palak M. Pancholi was appointed as Independent Director w.e.f August 22, 2022. Hence, her sitting fees details are not stated.

* The said amount is sitting fees paid to non-executive and Independent Directors. There has been no change in the amount paid per meeting in financial year 2022-2023 as compared to previous financial year 2021-2022, hence, the increase/ decrease is only due to fluctuation in number of meetings.

b) The percentage increase/ (decrease) in the median remuneration of employees in the financial year: 18.38%;

c) The number of permanent employees on the rolls of Company as on March 31,2023: 106;

d) Average percentile increase/(decrease) made in the salaries of employees other than the managerial personnel in the financial year i.e. 2022-2023 was 19.13% whereas the increase/ (decrease) in the managerial remuneration (which includes remuneration of CFO) for the same financial year was 300%.

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

f) A statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder who is interested in obtaining a copy of the same may write to Company Secretary.

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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure - A annexed hereto and forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Listing Regulations is annexed as Annexure - B hereto and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Your Directors adhere to the requirements set out in Regulation 34(3) read with Schedule V of the Listing Regulations. Corporate Governance Report as stipulated in the Listing Regulations is annexed as Annexure - C hereto and forms part of this Report along with Certificate from the Practising Company Secretary, Ahmedabad confirming compliance of conditions of Corporate Governance.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) ofthe Listing Regulations, BRSR, covering disclosures on the Company''s performance on Environment, Social and Governance parameters for financial year 2022-2023, is annexed as Annexure - D. BRSR includes report and economic responsibilities of business as framed by the Ministry of Corporate Affairs.

13. AUDITORS AND AUDITORS'' REPORT Statutory Auditor and Audit Report:

M/s. J.M. Parikh & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 118007W) were appointed as Statutory Auditors of the Company for the

period of five (5) consecutive years from the conclusion of 31^st AGM to the conclusion of 36^th AGM of the Company to be held in the calendar year 2027. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

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

Secretarial Auditor and Audit Report:

Mr. Anand Lavingia (COP No. 11410), Practicing Company Secretary (Peer Review Number: 640/2019), were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for financial year 2022-2023. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is provided in Annexure - E to this Report.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers. As per the requirements of Listing Regulations, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of subsidiaries for financial year 2022-2023. The Secretarial Audit Reports of such subsidiaries confirms that they have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or noncompliances.

The Secretarial Audit Reports of the unlisted material subsidiaries viz. Madhukamal Infrastructure Private Limited and Gatil Properties Private Limited have been annexed to this Report.

Cost Auditor and Cost Records:

The Board had appointed M/s J. B. Mistri & Co., Cost Accountants, Ahmedabad (Firm Registration Number 101067), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year ended 20222023.

M/s J. B. Mistri & Co. have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and have also certified that they are not disqualified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board, has to be ratified by the Members of the Company. Accordingly, ratification by the Members will be sought for the remuneration payable to the Cost Auditors

for the financial year ending March 31, 2024 by passing an Ordinary Resolution.

As per Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

Reporting of Frauds by Auditors:

Pursuant to Section 134 (3) (ca) of the Act, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company during the year under review by its Officers or Employees to the Audit Committee or Board under section 143(12) of the Act, details of which needs to be mentioned in this Report.

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;

5. Risk Management Committee

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

The Nomination and Remuneration Policy framed by the Company as per the provisions of section 178(4) of the Act, is available on the website of the Company (https://ganeshhousing.com/assets/main/pdf/corporate-governance/policies/nomination-and-remuneration-policy. pdf).

15. ANNUAL RETURN

In accordance with the provisions enshrined in the Act, annual return in the prescribed format is available at web-link viz. https://ganeshhousing.com/financial-information pursuant to the provisions of clause (a) of sub-section (3) of Section 134 of the Act.

16. MEETINGS OF BOARD

During the financial year 2022-2023, the Board of Directors met for eight (8) times viz. April 05, 2022, May 12, 2022,

July 04, 2022, July 18, 2022, August 22, 2022, October 15, 2022, January 13, 2023 and March 02, 2023. During the said financial year, the maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

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

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on Related Party Transactions. The policy can be accessed on the Company''s website at https://ganeshhousing.com/ assets/main/pdf/corporate-governance/policies/policy-on-related-party-transaction.pdf

During the year under review, all transactions entered into with related parties were approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, if any related party transaction exceeds '' 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require members approval. In this regard, during the year under review, the Company had taken necessary members approval. However, there were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2022-2023 and, hence, the same is not required to be provided.

Details of related party transactions entered into by the Company in terms of Ind AS - 24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report.

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

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Act, and Listing Regulations, are provided in the financial statements.

19.	RISK MANAGEMENT
Pursuant to Regulation 21 of Listing Regulations, the Company has formed Risk Management Committee comprising of following members:
	Sr. No. Name of Director	Category / Designation Position
1. Mr. Dipakkumar G. Patel		Chairman & Whole-time Director Chairman
2. Mr. Shekhar G. Patel		Managing Director & CEO Member
3. Dr. Tarang M. Desai		Independent Director Member
4. Mr. Ashish H. Modi		Independent Director Member
The Risk Management Committee has formulated and recommended to the Board, a Risk Management Policy to frame, implement and monitor the risk management plan for the company, which has been approved by the Board. The Policy may be accessed on the Company''s website at the link: https://ganeshhousing.com/assets/main/pdf/corporate-governance/policies/Risk-Management-
Policy.pdf
20.	CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Act, comprising of following members:		the Company has formed Corporate Social Responsibility Committee (CSR Committee)
	Sr. No. Name of Director	Category / Designation Position
1. Mr. Dipakkumar G. Patel		Chairman & Whole-time Director Chairman
2. Mr. Shekhar G. Patel		Managing Director & CEO Member
3. Dr. Tarang M. Desai		Independent Director Member

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 the Act, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: https://ganeshhousing. com/assets/main/pdf/corporate-governance/policies/ corporate-social-responsibility-policy.pdf The annual report on CSR showing initiatives undertaken by the Company during the year under review containing particulars as specified under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is as per Annexure - F to the Report.

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

During the year under review, the Company conducted Board Evaluation as part of its efforts to evaluate, identify, improve and thereby enhancing the effectiveness of the Board of Directors (Board), its Committees and individual directors. This was in line with the requirements mentioned in the Act and the Listing Regulations.

The Company has also devised a policy for performance evaluation of the Board, Committees and other individual directors (including Independent Directors) which includes criteria such as the composition of committees, effectiveness of committee meetings, attendance of directors, active participation at various meetings, compliances of various laws/codes and policies, etc.

The Board has carried out an annual evaluation of its own performance, board committees and individual directors. 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, its structure, effectiveness of board processes, information flow 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.

Further, the Board reviewed the performance of the individual directors on the basis of the criteria such as regular attendance in meeting, the contribution of the individual director to the Board and committee meetings like preparedness on the issues/ matters 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 held on March 01,2023, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

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 put 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 Four (4) members out of which three are Independent and Non-executive Directors viz. Mr. Ashish H. Modi (Chairman), Dr. Bharat J. Patel (Member) & Dr. Tarang M. Desai (Member) and fourth member is Managing Director & CEO viz. Mr. Shekhar G. Patel. All the recommendations made by the Audit Committee were accepted by the Board during the year under review.

25. VIGIL MECHANISM

Pursuant to Regulation 22 of Listing Regulations your Board 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 updated whistle blower policy is available on the website of the Company. The web link of the same viz. https://ganeshhousing.com/assets/main/pdf/ corporate-governance/policies/vigil-mechanism.pdf

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 framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. During the financial year 2022-2023, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed of and Nil complaints remained pending as of March 31,2023.

27. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by your Company.

28. ACKNOWLEDGEMENTS

Your Directors thank Company''s employees, customers, vendors and investors for their unstinted support. Further, your Directors also express a deep sense of gratitude for guidance, assistance and cooperation received from Central Government, State Government and concerned Government department and agencies and various bankers viz. Tamilnad Mercantile Bank Limited, ICICI Bank, HDFC Bank, Axis Bank, Punjab National Bank, AU Small Finance Bank , STCI Finance Limited and Kotak Mahindra Investments Limited as well as various NBFC Lenders.

---

Mar 31, 2022

Your directors take pleasure in presenting the Thirty First (31^st) Annual Report and the Audited Accounts for the Financial Year ended 31^st March, 2022.

1. FINANCIAL SUMMARY (CONSOLIDATED AND STANDALONE)

('' in Lakh)
Particulars	Consolidated		Standalone
	Year Ended	Year Ended	Year Ended	Year Ended
	31-03-2022	31-03-2021	31-03-2022	31-03-2021
Revenue from Operations	38361.03	17156.71	12511.95	422.44
Other Income	125.01	1047.20	57.85	1008.30
Total Income	38486.05	18203.91	12569.80	1430.74
Operating Expenses	24937.18	21976.88	9791.42	1405.05
Earnings Before Interest, Tax and Depreciation	13548.86	(3772.97)	2778.38	25.69
Less: Finance Cost	3629.68	7475.66	2544.51	4448.84
Less: Depreciation	196.14	172.46	196.14	172.46
Profit/ (Loss) before Tax	9723.05	(11421.09)	37.72	(4595.61)
Less: Current Tax	(9.30)	(1755.62)	(7.50)	(1095.38)
Less: Deferred Tax	(2658.42)	2651.42	(26.12)	998.92
Profit/ (Loss) after Tax	7055.33	(10525.30)	4.11	(4692.07)
Share of profit of joint venture and associates (net)	0.00	0.00	--	--
Profit/(loss) for the year	7055.33	(10525.30)	4.11	(4692.07)
Other Comprehensive Income/ (Loss)	0.00	0.00	0.00	0.00
Total Comprehensive Income/(Loss) for the period	7055.33	(10525.30)	4.11	(4692.07)
Attributable to:
Owners of the holding Company	7062.75	(10523.61)	--	--
Non-controlling interest	(7.42)	(1.67)	--	--

2. FINANCIAL PERFORMANCE AND STATE OF COMPANIES AFFAIRS:Operating Results:

The Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2022, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

During the financial year 2021-2022, revenue from operations on consolidated basis has increased from '' 17156.71 Lakh in previous year to '' 38361.03 Lakh. Further, during the year under review the Company booked other income of '' 125.01 Lakh.

Total Expenditure (excluding interest & financial charges and depreciation) of the Company has increased from '' 21976.88 Lakh to '' 24937.18 Lakh. After providing for interest

and financial charges of '' 3629.68 Lakh and depreciation of '' 196.14 Lakh, the Profit before Tax stood at '' 9723.05 Lakh and Net Profit after Tax at '' 7055.33 Lakh.

Project Launch:

During the year under review, the Company had launched Residential Project called Malabar Exotica situated at village Tragad, B/h Nirma University, Ahmedabad. The said project comprises of 224 residential units with a total area of 220962 sq. ft. [ 20535.52 sq. mtrs. RERA carpet].

Material changes and commitments:

Issue of Equity Shares on Preferential Basis to Persons belonging to Promoter Group:

The Board of Directors at its meeting held on 2^nd April, 2021 considered about increase in Authorised Share Capital from '' 50,00,00,000/- (Rupees Fifty Crores Only) to

'' 70,00,00,000/- (Rupees Seventy Crores Only) and consequent

amendment in Clause V of Memorandum of Association of the Company. Further, Board had also approved the proposal for issue and allotment of Equity Shares on Preferential basis to the persons belonging to promoter group of the Company subject to the approval of members by way of Postal Ballot through remote e-voting.

Thereafter, members of the Company accorded their approval and resolutions were passed by way of Postal Ballot on 4^th May, 2021.

The Board of Directors at their meeting held on 17^th May, 2021, allotted 2460000 (Twenty Four Lakh Sixty Thousand) Equity Shares of '' 10/- (Ten Only) each at a premium of '' 48/- (Rupees Forty Eight Only) each, to the persons belonging to Promoter Group for total consideration of '' 14,26,80,000 (Rupees Fourteen Crores Twenty Six Lakh Eighty Thousand Only). Consequently issued, subscribed and paid up share capital of the Company has been increased from '' 49,22,70,900/- (Rupees Forty Nine Crore Twenty Two Lakh Seventy Thousand Nine Hundred Only) to '' 51,68,70,900 (Rupees Fifty One Crore Sixty Eight Lakh Seventy Thousand Nine Hundred Only).

The Equity Shares of the Company were listed and admitted for dealing on stock exchanges w.e.f 4^th June, 2021.

Status of the Scheme of Amalgamation:

During the year under review, the Hon''ble National Company Law Tribunal, Bench at Ahmedabad (''NCLT'') had, vide its order dated 24^th January, 2022 sanctioned the arrangement embodied in the Scheme of Amalgamation of Sulabh Realty Private Limited (First Transferor Company), Malvika Estate Private Limited (Second Transferor Company) and Gitanjali Infrastructure Private Limited (Third Transferor Company) (together referred to as "Transferor Companies") with Ganesh Housing Corporation Limited ("the Company" or "Transferee Company"). The scheme was approved by the Equity shareholders (including public shareholders), Secured Creditors (including secured debenture holders) and unsecured creditors of the Company with requisite majority on 2^nd November, 2021. The Scheme inter-alia provided for amalgamation of the Transferor Companies with the Transferee Company with effect from the Appointed Date i.e. 01.04.2021, pursuant to the provisions of Sections 230 - 232 and/or other applicable provisions of the Act.

In terms of the above Scheme, the Company was required to issue and allot to each member of the Transferor Companies in the following share swap ratio:

(i) 761 (Seven Hundred Sixty One) Transferee Company

Shares, credited as fully paid-up, for every 1 (One) equity share of the face value of '' 10/- (Rupees Ten only) each

fully paid-up held by such member in the First Transferor Company;

(ii) 1344 (One Thousand Three Hundred Forty Four) Transferee Company Shares, credited as fully paid-up, for every 1 (One) equity share of the face value of '' 10/- (Rupees Ten only) each fully paid-up held by such member in the Second Transferor Company; and

(iii) 1065 (One Thousand Sixty Five) Transferee Company Shares, credited as fully paid-up, for every 1 (One) equity share of the face value of '' 10/- (Rupees Ten only) each fully paid-up held by such member in the Third Transferor Company.

Accordingly, authorised Share Capital of the Company has been increased from '' 70,03,00,000/ (Rupees Seventy Crores Three Lakh Only) divided into 7,00,30,000 (Seven Crores Thirty Thousand) equity shares of '' 10/- (Rupees Ten Only) each to '' 100,03,00,000/- (Rupees Hundred Crores Three Lakh Only) divided into 10,00,30,000 (Ten Crores Thirty Thousand) equity shares of '' 10/- (Rupees Ten Only) by creating additional 3,00,00,000 (Three Crores) equity shares of '' 10/- (Rupees Ten Only) each ranking pari-passu in all respects with the existing equity shares of the Company and consequent change in Clause No. V i.e. Capital Clause of the Memorandum of Association of the Company has been altered.

Thereafter, the Board of Directors at its meeting held on 9^th February, 2022 allotted 31700000 (Three Crores Seventeen Lakh) equity shares of '' 10/- (Ten Only) each at a premium of '' 54.01/- (Rupees Fifty Four and One Paisa Only) each to shareholders of the transferor companies. Consequently issued, subscribed and paid up share capital of the Company has been increased from '' 51,68,70,900/- (Rupees Fifty One Crores Sixty Eight Lakh Seventy Thousand Nine Hundred Only) to 83,38,70,900/- (Rupees Eighty Three Crores Thirty Eight Lakh Seventy Thousand Nine Hundred Only).

The Equity Shares of the Company were listed and admitted for dealing on stock exchanges w.e.f 25^th February, 2022.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2021-2022 and the date of this report, other than those disclosed in this report.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year 2021-2022.

4. DIVIDEND AND BOOK CLOSURE

During the year under review, Board has not recommended any dividend. Further, pursuant to Section 91 of Companies Act, 2013 (“the Act”) read with Regulation 42 of Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI LODR"), the Register of Members and Share Transfer Books will remain closed from Friday, 29^th July, 2022 to Thursday, 4^th August, 2022 (both days inclusive) for the purpose of 31^st Annual General Meeting ("AGM").

5. FUTURE OUTLOOK

The economic outlook of the country seems positive. However, backdrop of Russia - Ukraine war has raised concerns of inflation and increase in input material cost which is fall out of increased fuel prices.

The board is focusing on master plan of SEZ project which is likely to be rolled out in a phased manner soon.

The Ganesh group is having a land reserve exceeding 500 acres at strategic locations across Ahmedabad which is having a potential of 36 msf of development.

Your directors are expecting to launch a slew of residential and commercial projects in the financial year 2022-23.

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. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has Three (3) Subsidiaries viz. Madhukamal Infrastructure Private Limited (formerly known as Essem Infra Private Limited), Gatil Properties Private Limited and Million Minds Techspace Private Limited as on 31^st March, 2022. Out of the said Companies, Madhukamal Infrastructure Private Limited (formerly known as Essem Infra Private Limited), Gatil Properties Private Limited are material unlisted subsidiary companies in terms of SEBI LODR. Further, Million Minds Techspace Private Limited became subsidiary w.e.f 25^th October, 2021. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

Madhukamal Infrastructure Private Limited (formerly known as Essem Infra Private Limited) ("MIPL") completed schemes called "Maple Tree" and "Maple Trade Centre" and liquidated majority of inventory. During the financial year 2021-2022 the income from operations increased from 16742.56 lakhs to 25884.29 lakhs. MIPL has earned a net profit of '' 7082.13 lakhs during the financial year 2021-2022. During the corresponding period of the previous year MIPL had incurred a loss of '' (5827.43) lakhs.

Gatil Properties Private Limited ("Gatil") is in the process of setting up an integrated township near village Godhavi near Ahmedabad.

Million Minds Techspace Private Limited is planning to carry out business relating to SEZ project and other related activities.

During the year, the Board of Directors reviewed the performance of the subsidiaries. In accordance with Section 129(3) of the Act, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report. Further, a statement containing the salient features of the financial statements of its respective subsidiaries in the prescribed format i.e. AOC-1 also forms part of Annual Report.

In accordance with Section 136 of the Act, 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 the website of your Company viz. www.ganeshhousing.com.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Re-appointment:

As per the provisions of sub-section (6) of Section 152 of the Act, Mr. Shekhar G. Patel, Managing Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Board recommends his re-appointment.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 12^th May, 2022, re-appointed Mr. Dipakkumar G. Patel as a Whole-time Director w.e.f. 1^st October, 2022, subject to approval of members at the ensuing Annual General Meeting.

During the year under review, there has been change in Key Managerial Personnel. Ms. Priti Kapadia has resigned as Company Secretary and Compliance Officer w.e.f 20^th July, 2021. The Board places on record its appreciation for Ms. Kapadia for her invaluable contribution and guidance during her tenure as Company Secretary and Compliance Officer.

Ms. Jasmin Jani has been appointed as Company Secretary and Compliance Officer w.e.f 21^st July, 2021.

Other:

The Company has received declarations from the Independent Directors of the Company under Section 149(7) of the Act confirming that they meet criteria of Independence as per relevant provisions of the Act and SEBI LODR. At the first meeting of Board held for financial year 2022-2023, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in Act as well as the Rules made thereunder and are independent of the management.

The Company has received confirmation from all the existing Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs pursuant to Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In terms of sub-regulation (3) of Regulation 36 of SEBI LODR, brief resume in respect of the Director who is retiring by rotation and proposed to be re-appointed, is provided in the Notice convening the 31^st AGM of the Company.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:-

(i) In the preparation of the annual accounts for the financial year ended 31^st March, 2022, 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 31^st March, 2022 and of the Profit 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.

10. UNCLAIMED AND UNPAID DIVIDENDS AND SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

I n accordance with the provisions of sections 124 and 125 of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

The detail of dividend remitted to IEPF during the financial year 2021-2022 is as follows:
Financial Year	Dividend declared on		Last due date for claiming Dividend	Due date of transfer of said Amount	Amount transferred to IEPF		Date of transfer to IEPF
2013-2014	15/09/2014		16/10/2021	17/10/2021	'' 5,60,783/-		10/11/2021
The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend and/or shares are transferred to the IEPF Authority can claim their shares and/or dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules. Accordingly, following shares whose dividend has remained unpaid/ unclaimed for a period of seven (7) consecutive years were transferred to IEPF Authority during the financial year 2021-2022:
Financial Year to which dividend relates		No. of Shares transferred		Due date for transfer of Shares		Execution date for Corporate Action
2013-2014		8657		16/10/2021		11/11/2021
In accordance with the said IEPF Rules and amendment thereof, the Company will sent notices to all the proposed Shareholders whose shares will become due for transfer to the IEPF Authority on 29th October, 2022 and simultaneously publish newspaper advertisements. The Company has appointed a Nodal Officer and three Deputy Nodal Officers under the provisions of IEPF, the details of which are available on the website of the Company https://ganeshhousing.com/dividend

11. STATUTORY DISCLOSURES Particulars of Employees

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 and %age increase in the remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2021 - 2022:
Name	Ratio to median Remuneration	% increase in remuneration in the financial year
Directors:
Mr. Dipakkumar G. Patel	6.60	93.29$
Mr. Shekhar G. Patel	6.74	94.04$
Dr. Tarang M. Desai	0.08	17.54*
Dr. Bharat J. Patel	0.08	37.67*
Mr. Ashish H. Modi	0.09	29.43*
Ms. Aneri D. Patel	0.04	7.11*
Chief Financial Officer
Mr. Rajendra Shah	13.24	16.99
Company Secretary
Ms. Jasmin Jani *	1.19	@
Mrs. Priti Kapadia **	0.73	@

$The said Directors waived remuneration (except perquisites) in the financial year 2020-21 and up to December, 2021 in the financial year 2021-22.

#Appointed as Company Secretary & Compliance Officer w.e.f. 21^st July, 2021.

## Relinquished the office of Company Secretary and Compliance Officer w.e.f. 20^th July, 2021.

@Since the remuneration is only for part of the year, the %age increase in remuneration is not comparable and hence, not stated.

*The said amount is sitting fees paid to non-executive and Independent Directors. There has been no change in the amount paid per meeting in financial year 2021-22 as compared to previous financial year 2020-21, hence, the increase/decrease is only due to fluctuation in number of meetings.

b) The %age increase/ (decrease) in the median remuneration of employees in the financial year: (0.24)%;

c) The number of permanent employees on the rolls of Company as on 31^st March, 2022: 114;

d) Average percentile increase/(decrease) made in the salaries of employees other than the managerial personnel in the financial year i.e. 2021-2022 was (3.24)% whereas the increase/ decrease in the managerial remuneration (which includes remuneration of CFO) for the same financial year was 517.83%^A.

^A Mr. Dipakkumar G. Patel, Whole time Director and Mr. Shekhar G. Patel, Managing Director waived remuneration (except perquisites) in the financial year 2020-21 and up to December, 2021 in the financial year 2021-22.

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

f) A statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule

5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder who is interested in obtaining a copy of the same may write to Company Secretary.

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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure - A annexed hereto and forms part of this Report.

Management Discussion & Analysis Report

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the SEBI LODR is annexed as Annexure - B hereto and forms part of this Report.

Corporate Governance Report

Your Directors adhere to the requirements set out in Regulation 34(3) read with Schedule V of the SEBI LODR. Corporate Governance Report as stipulated in the SEBI LODR is annexed as Annexure - C hereto and forms part of this Report along with Certificate from the Practising Company Secretary, Ahmedabad confirming compliance of conditions of Corporate Governance.

12. AUDITORS AND AUDITORS'' REPORT Statutory Auditor and Audit Report:

As per the provisions of the Act, the period of office of M/s. Purnesh R. Mehta & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 142830W) were appointed as Statutory Auditors of the Company, expires at the conclusion of the ensuing AGM.

It is proposed to appoint M/s J.M. Parikh & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 118007W) as Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of 31^st AGM to the conclusion of 36^th AGM. M/s J. M. Parikh & Associates, Chartered Accountants have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

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

Secretarial Auditor and Audit Report:

The Board of Directors of the Company appointed Mr. Anand Lavingia (COP No. 11410), Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2021-2022 under Section 204 of the Act.

The Secretarial Audit Report for the financial year 31^st March, 2022, under the Act, read with Rules made thereunder and in accordance with Regulation 24A of the SEBI LODR read with Circular no. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure - D to this report. Further, in compliance of Regulation 24A of the SEBI LODR the Secretarial Audit Reports of material unlisted subsidiaries are available on the website of the Company viz. https://ganeshhousing.com/financial-information.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditor and Cost Records:

The Board had appointed M/s J. B. Mistri & Co., Cost Accountants, Ahmedabad (Firm Registration Number 101067), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year ended 2021-2022.

Further, the Board of Directors on the recommendation of the Audit Committee, appointed M/s J. B. Mistri & Co., Cost Accountants, Ahmedabad (Firm Registration Number 101067), as the Cost Auditors of the Company for the Financial Year 2022-2023 under Section 148 of the Act.

M/s J. B. Mistri & Co. have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and have also certified that they are not disqualified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board, has to be ratified by the Members of the Company. Accordingly, ratification by the Members is sought for the remuneration payable to the Cost Auditors for the financial year ending 31^st March, 2023 by passing an Ordinary Resolution as set out at Item No. 4 of the Notice.

As per Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

Reporting of Frauds by Auditors:

Pursuant to Section 134 (3) (ca) of the Act, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company during the year under review by its Officers or Employees to the Audit Committee or Board under section 143(12) of the Act, details of which needs to be mentioned in this Report.

13. 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;

5. Risk Management Committee

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

The Nomination and Remuneration Policy framed by the Company as per the provisions of section 178(4) of the Act, is available on the website of the Company (https://ganeshhousing.com/assets/main/pdf/corporate-governance/policies/nomination-and-remuneration-policy. pdf).

14. ANNUAL RETURN

In accordance with the provisions enshrined in the Act, annual return in the prescribed format is available at web-link viz. https://ganeshhousing.com/financial-information pursuant to the provisions of clause (a) of sub-section (3) of Section 134 of the Act.

15. MEETINGS OF BOARD

During the financial year 2021-2022, the Board of Directors met for Thirteen (13) times viz. 2^nd April, 2021, 17^th May, 2021, 31^st May, 2021,22^nd June, 2021, 15^th July, 2021,21^st September,

2021, 14^th October, 2021, 28^th October, 2021, 11^th January,

2022, 3^rd February, 2022, 9^th February, 2022, 5^th March, 2022 and 25^th March, 2022. During the said financial year, the maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

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

In line with the requirements of the Act and the SEBI LODR, the Company has formulated a policy on Related Party Transactions. During the year under review, SEBI LODR requirements were incorporated in the revised Policy on Related Party Transactions. The updated policy can be accessed on the Company''s website at https://ganeshhousing.com/ assets/main/pdf/corporate-governance/policies/policy-on-related-party-transaction.pdf

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were arm''s length and in the ordinary course

of business. Prior omnibus approval has been obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business. The Company has entered into contracts or arrangements in terms of Section 188 (1) of the Act which do not fall under the category of material related party transactions during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Act in Form AOC - 2 is not applicable. The members of The Company at their duly convened meeting held on 31^st March, 2022 have ratified / approved Related Party Transactions with various parties.

Details of related party transactions entered into by the Company in terms of Ind AS - 24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report.

17. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF COMPANIES ACT, 2013

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Act and SEBI LODR, are provided in the financial statements.

18. RISK MANAGEMENT

As per Regulation 21 of the SEBI LODR your Company falls under the category of top 1000 listed companies based on the market capitalisation [(BSE Limited: 691) (National Stock Exchange of India Limited: 672)] as on 31^st March, 2022. Accordingly, your Company has formed Risk Management Committee on 12^th May, 2022 and adopted Risk Management Policy.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for ensuring that the Company maintains effective risk management and internal control systems and processes, and provides regular reports to the Audit Committee on the effectiveness of the risk management program in identifying and addressing material business risks. The Audit Committee has additional oversight in the area of financial risks and controls.

19. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Act, the Company has formed Corporate Social Responsibility Committee (CSR Committee) comprising of following members:
Sr. No.	Name of Director	Category / Designation	Position
1.	Mr. Dipakkumar G. Patel	Chairman & Whole-time Director	Chairman
2.	Mr. Shekhar G. Patel	Managing Director	Member
3.	Dr. Tarang M. Desai	Independent Director	Member

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 the Act, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: https://ganeshhousing. com/assets/main/pdf/corporate-governance/policies/ corporate-social-responsibility-policy.pdf

The annual report on CSR showing initiatives undertaken by the Company during the year under review containing particulars as specified under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is as per Annexure - E to the Report.

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

During the year under review, the Company conducted Board Evaluation as part of its efforts to evaluate, identify, improve and thereby enhancing the effectiveness of the Board of Directors (Board), its Committees and individual directors. This was in line with the requirements mentioned in the Act and the SEBI LODR.

The Company has also devised a policy for performance evaluation of the Board, Committees and other individual directors (including Independent Directors) which includes criteria such as the composition of committees, effectiveness of committee meetings, attendance of directors, active participation at various meetings, compliances of various laws/codes and policies, etc.

The Board of Directors of the Company has carried out an annual evaluation of its own performance, board committees and individual directors. 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, its structure, effectiveness of board processes, information flow 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.

Further, the Board reviewed the performance of the individual directors on the basis of the criteria such as regular attendance in meeting, the contribution of the individual director to the Board and committee meetings like preparedness on the issues/ matters 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 held on 31^st March, 2022, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

21. 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.

22. INTERNAL FINANCIAL CONTROLS

With reference to financial statements, the Company has put 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.

23. AUDIT COMMITTEE

The Audit Committee comprises of total Four (4) members out of which three are Independent and Non-executive Directors viz. Mr. Ashish H. Modi (Chairman), Dr. Bharat J. Patel (Member) & Dr. Tarang M. Desai (Member) and fourth member is Managing Director viz. Mr. Shekhar G. Patel. All the recommendations made by the Audit Committee were accepted by the Board during the year under review.

24. VIGIL MECHANISM

Pursuant to regulation 22 of SEBI LODR your Board 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. https://ganeshhousing.com/assets/main/pdf/corporate-governance/policies/vigil-mechanism.pdf

25. 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 framed 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 2021-2022, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed of and Nil complaints remained pending as of 31^st March, 2022.

26. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings, respectively, have been duly complied by your Company.

27. ACKNOWLEDGEMENTS

Your Directors thank Company''s employees, customers, vendors and investors for their unstinted support. Further, your Directors also express a deep sense of gratitude for guidance, assistance and cooperation received from Central Government, State Government and concerned Government department and agencies and various bankers viz. Tamilnad Mercantile Bank Limited, ICICI Bank, HDFC Bank, Axis Bank, Punjab National Bank and AU Small Finance Bank as well as various NBFC Lenders.

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Mar 31, 2018

Dear Shareholders, Ganesh Housing Corporation Limited,

The Directors have pleasure in presenting the Twenty Seventh Annual Report and the Audited Accounts for the Financial Year ended 31^st March, 2018.

1. STANDALONE FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Year Ended 31-03-2018	Year Ended 31-03-2017
Revenue from Operations	20839.43	17741.67
Other Income	191.33	196.05
Total Income	21030.76	17937.72
Total Expenses	8333.87	6502.76
Earnings Before Interest, Tax and Depreciation	12696.89	11434.96
Less: Finance Cost	5737.60	5180.63
Less: Depreciation	255.03	329.67
Profit before Tax (PBT)	6704.27	5924.66
Less: Current Tax	2958.68	2097.50
Less: Deferred Tax	(161.09)	9.49
Profit after Tax (PAT)	3906.67	3817.67
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the period	3906.67	3817.67
Opening Balance in Retained Earnings/Profit & Loss	39867.05	37228.95
Add: Transfer from Statement of Profit and Loss	3906.67	3817.67
Total Amount available for appropriation	43773.72	41046.61
Appropriations:
(a) Transferred to Reserve	0.00	0.00
(b) Dividend on Equity shares	983.03	980.06
(c) Tax on Dividend	200.12	199.52
Closing Balance	42590.56	39867.04

2. REVIEW OF OPERATIONS

Financial performance of the year:

The Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2018, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

During the Year 2017-2018, revenue from operations on standalone basis increased to Rs. 20839.43 lakhs from Rs. 17741.67 lakhs in previous year. Further, during the year under review the Company booked other income of Rs. 191.33 Lakhs.

Total Expenditure (excluding interest & financial charges and depreciation) of the Company increased from Rs. 6502.76 lakhs to Rs. 8333.87 lakhs. After providing for interest and financial charges of Rs. 5737.60 lakhs and depreciation of Rs. 255.03 lakhs, the Profit before Tax (PBT) stood at Rs. 6704.27 lakhs and Net Profit after Tax (PAT) at Rs. 3906.67 lakhs.

Material Changes and Commitments:

The material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2017-18 and the date of this report is as under:

The Company has disclosed the details of pending litigations or disputes before Income Tax Authority, Ahmedabad in point no. (E) to (H) of Note No. 47 to the Notes forming part of Accounts. Reference of said disputes are also included in the Auditor’s Report under “Report on other Legal and Regulatory Requirements” in point no. 2(g)(i) and under Annexure-A to the Auditors’ Report in point no. (vii)(b).

However, after the date of adoption of Financial Statement, the Income Tax Authority passed an Order under Section 264 of Income Tax Act, 1961 for the above mentioned disputes and accordingly, re-assessment is initiated.

Changes in Equity Share Capital:

During the year under review, the Company had allotted 224271 fully paid up equity shares of face value of Rs. 10/- each upon conversion of Employee Stock Options granted and vested to the employees of the Company under Employee Stock Option Scheme 2010 (ESOP 2010) from time to time. Consequent to the allotment of aforesaid shares under ESOP 2010 Scheme, the issued, subscribed and paid up share capital of the Company increased from Rs. 49,00,28,190/- to Rs. 49,22,70,900/-.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve out of the amount available for appropriation.

4. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.80/-(Previous year Rs. 2.00/-) per equity share of Rs. 10/- each for the year ended 31^st March, 2018. The Dividend on equity shares, if approved by the members at the 27^th Annual General Meeting of the Company scheduled on 29^th September, 2018, would involve a cash outflow of Rs. 886.09 lakhs, excluding dividend distribution tax.

The Register of Members and Share Transfer Books will remain closed from Saturday, 15^th September, 2018 to Friday, 28^th September, 2018 (Both days inclusive) for the purpose of payment of Dividend for the financial year ended 31^st March, 2018.

5. FUTURE OUTLOOK

The majority of the provisions of Real Estate (Regulation & Development Act) have been implemented from 1^st May, 2017. The said implementation has completely changed the dynamics of real estate sector in India.

RERA has brought clarity and transparency for the buyers as well as developers of the projects. Registration of new real estate projects has been made mandatory. Due to this mandate there has been an acute shortage of RERA approved projects. So it is desirable to launch new projects rapidly in order to cater to the demands of the buyers. Further it will enable the developers to liquidate the existing inventory and raise cash flow to reduce leverage and fund the new projects which are in pipeline.

GST has remained a big challenge for real estate industry. The amendment of Benami (Prohibition) Amendment Act, 2016 has aimed to improve the confidence of real estate buyers by enforcing transparency in transactions.

The Company through its subsidiary viz. Essem Infra Private Limited is executing two (2) projects namely, Maple Tree and Maple Trade Centre near Surdhara Circle, Thaltej, Ahmedabad. It is expected that these RERA approved projects will be completed by the end of the current financial year. Further the Company is planning two (2) residential projects under the name and style of Malabar County-3 and Malabar County-4 projects with total saleable area of 2,41,939 sq. ft. and 2,76,757 sq. ft. respectively, behind Nirma University, Ahmedabad.

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. SUBSIDIARIES, JOIN VENTURES AND ASSOCIATE COMPANIES:

The Company has Three (3) Subsidiaries viz. Essem Infra Private Limited, Gatil Properties Private Limited and Maheshwari (Thaltej) Complex Private Limited as on 31^st March, 2018. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). Moreover, during the year under review Shaily Infrastructure Private Limited and Yash Organiser Private Limited ceased to be subsidiary of the Company w.e.f. 30^th January, 2018 and 14^th February, 2018 respectively.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report. The Consolidated Financial Statement of profit and loss for the financial year 2017-2018 includes profit or loss of ceased subsidiaries up to the date of cessation. 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 the website of your Company viz. www.ganeshhousing.com.

8. EMPLOYEES STOCK OPTIONS SCHEME

The Company had rolled out 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”) in the year 2010. The Company allocated 1500000 stock options for conversion into equity shares under the said Scheme to the employees of the Company and its subsidiaries. Further, Nomination and Remuneration Committee has been empowered with regard to administration and monitoring of the ESOP 2010. No employee has been issued share options during the year, equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Further, during the year under review, the Company allotted 224271 fully paid up equity shares of face value of Rs. 10/- each upon conversion of Employee Stock Options on exercise of said options. Other than this, there has not been any material change in the Employee Stock Option Schemes during the current financial year.

The details of disclosure of Employee Stock Option Plan [ESOP 2010] as required under the provisions of Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 are available on the website of the Company. Web-link of the same is http://www.ganeshhousing.com/investors/financial-information/.

The Company has received a Certificate dated 21^st May, 2018 from the Auditors of the Company that the ESOP 2010 Scheme has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 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. Shekhar G. Patel, Managing 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, there has been change in the Key Managerial Personnel. Mr. Nilesh Shah has resigned as Chief Financial Officer of the Company w.e.f. 10^th April, 2017 and Mr. Rajendra Shah has been appointed as Chief Financial Officer of the Company w.e.f. 10^th April, 2017.

Other:

The Company has received a declaration from the Independent Directors of the Company under Section 149 (7) of Companies Act, 2013 confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 which was placed at the first meeting of Board of Directors of the Company held for the financial year 2018-2019.

Relevant details, in terms of Sub-regulation (3) of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of the Directors retiring by rotation and proposed to be re-appointed, are provided in the Notice for convening the 27^th Annual General Meeting.

10. DIRECTORS’RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the financial year ended 31^st March, 2018, 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 31^st March, 2018 and of the Profit 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 AND SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

In accordance with the provisions of Sections 124 and 125 of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”).

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend and/or shares are transferred to the IEPF Authority can claim their shares and/or dividend from the IEPF Authority following the procedure prescribed in the Rules.

In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose shares were due for transfer to the IEPF Authority and simultaneously published newspaper advertisements.

Dividend remitted to IEPF during the year:

Financial	Dividend	Last due	Amount	Date
Year	declared	date for	transferred	of transfer
	on	Claiming Dividend	to IEPF	to IEPF
2009-2010	30/09/2010	29/09/2017	Rs. 3,47,015	26/10/2017

Shares transferred/credited to IEPF:

Pursuant to IEPF Rules, during the year, the Company transferred 145383 Equity Shares to IEPF Authority.

The voting rights on these shares shall remain frozen until the rightful owner claims the shares.

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company http://www.ganeshhousing.com/dividend.html

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on the date of Annual General Meeting viz. 27^th September, 2017 on the Company’s website http://www.ganeshhousing.com/dividend. html and on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

The following table provides dates on which unclaimed dividend and their corresponding shares would become liable to be transferred to the IEPF:

Sr. No.	Financial Year For which dividend declared	Date on which Dividend Declared	Last due date for claiming Unpaid Dividend
1.	2010-11	30/09/2011	29/09/2018
2.	2011-12	29/09/2012	28/09/2019
3.	2012-13	31/08/2013	30/08/2020
4.	2013-14	15/09/2014	14/09/2021
5.	2014-15	30/09/2015	29/09/2022
6.	2015-16	30/09/2016	29/09/2023
7.	2016-17	27/09/2017	26/09/2024

In view of above, 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.

12. STATUTORY DISCLOSURES

Particulars of Employees

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. Dipakkumar G. Patel	33.97
Mr. Shekhar G. Patel	33.92
Dr. Tarang M. Desai	0.15
Dr. Bharat J. Patel	0.08
Mr. Ashish H. Modi	0.15
Ms. Aneri D. Patel	0.08

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 Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Dipakkumar G. Patel	-0.02#
Mr. Shekhar G. Patel	0.07#
Dr. Tarang M. Desai	8.02*
Dr. Bharat J. Patel	37.50*
Mr. Ashish H. Modi	24.43*
Ms. Aneri D. Patel	25.00*
Mr. Rajendra Shah, Chief Financial Officer	**
Mrs. Priti Kapadia, Company Secretary	10.83

# This is due to fluctuation of variable component of remuneration of executive directors viz. perquisites.

* This includes sitting fees paid to Non-Executive and Independent Directors. There has been no change in the amount paid per meeting in FY 18 as compared to FY 17, hence, the increase is only due to fluctuation in number of meetings.

** Remuneration received in FY 18 is not comparable with remuneration received in FY 17 as he was appointed w.e.f. 10^th April, 2017.

c) The percentage increase in the median remuneration of employees in the financial year: 14.72%;

d) The number of permanent employees on the rolls of Company as on 31^st March, 2018: 139;

e) Average percentile increase made in the salaries of employees other than the managerial personnel in the financial year i.e. 2017-18 was 11.40% whereas the increase/decrease in the managerial remuneration for the same financial year was 19.15%. During the year under review, the Company made appointment of new person for the position of Chief Financial Officer based on experience and qualification, due to which there is increase in managerial remuneration.

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

g) The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

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 - A annexed hereto and forms part of this Report.

Management Discussion & Analysis Report

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure - B hereto and forms part of this Report.

Corporate Governance Report

Your Directors adhere to the requirements set out in Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Report on Corporate Governance as stipulated in the SEBI LODR Regulations is annexed as Annexure - C hereto and forms part of this Report along with Certificate from the Statutory Auditors M/s Purnesh R. Mehta & Co., Chartered Accountants, Ahmedabad confirming compliance of conditions of Corporate Governance.

13. AUDITORS AND AUDITORS’ REPORT

Statutory Auditor:

M/s. Purnesh R. Mehta & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 142830W) were appointed as Statutory Auditors of the Company for the period of five (5) consecutive years from the conclusion of 26^th Annual General Meeting till the conclusion of 31^st Annual General Meeting of the Company to be held in the year 2022.

Pursuant to the Companies (Amendment) Act, 2017 read with notification issued by the Ministry of Corporate Affairs on 7^th May, 2018, first proviso to sub-section (1) of Section 139 of the Companies Act, 2013 was amended. Accordingly, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed ratification of appointment of M/s. Purnesh R. Mehta & Co., Chartered Accountants, Ahmedabad at the forthcoming AGM.

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 2017-2018. The Secretarial Audit Report for the financial year 2017-2018, is annexed herewith marked as Annexure - D 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, the Company is required to get its cost records audited by the Practising Cost Accountant. Accordingly, the Board of Directors at their meeting held on 30^th May, 2017, appointed M/s J. B. Mistri & Co., Cost Accountants, Ahmedabad, as Cost Auditors for auditing the cost records of your Company for the year ended 31^st March, 2018.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

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 Nomination and Remuneration Policy framed by the Company as per the provisions of section 178(4) of the Act, is available on the website of the Company (http://www. ganeshhousing.com/wp-content/pdf/nomination-and-remuneration-policy.pdf).

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 2017-2018 is attached as Annexure E.

16. MEETINGS OF BOARD

During the financial year 2017-2018, the Board of Directors met for Eleven (11) times viz. 10^th April, 2017; 30^th May, 2017; 21^st July, 2017; 11^th August, 2017; 22^nd September, 2017; 14^th November; 2017; 7^th December, 2017; 29^th December, 2017; 25^th January, 2018; 14^th February, 2018 and 10^th March, 2018.

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 contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. All related party transactions entered were in the ordinary course of business and on arm’s length basis. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure-F to this Report.

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 entered as per Indian Accounting Standard - 24. 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 SEBI LODR Regulations.

The Policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed at the Web-link: http:// www.ganeshhousing.com/wp-content/pdf/policy-on-related-party-transaction.pdf

18. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF COMPANIES ACT, 2013:

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015, are provided in the financial statements.

19. RISK MANAGEMENT

As per Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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. No.	Name of Director	Category / Designation	Position
1.	Mr. Dipakkumar G. Patel	Chairman & Whole-time Director	Chairman
2.	Mr. Shekhar G. Patel	Managing Director	Member
3.	Dr. Tarang M. Desai	Independent Director	Member

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: http://www.ganeshhousing.com/wp-content/pdf/corporate-social-responsibility-policy.pdf.

The annual report on CSR containing particulars as specified under Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is as per Annexure - G 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 SEBI LODR Regulations.

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/ matters 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.

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. http://www.ganeshhousing.com/wp-content/pdf/ vigil-mechanism.pdf.

26. DISCLOSURE AS REQUIRED UNDER SECTION22OFSEXUALHARASSMENT 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 2017-18, 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 31^st March, 2018.

27. COMPLIANCEWITHTHE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly complied by your Company.

28. ACKNOWLEDGEMENTS

Your directors express a deep sense of gratitude for assistance and cooperation received from customers, vendors, shareholders and banks viz. Tamilnad Mercantile Bank Limited, ICICI Bank, HDFC Bank, Axis Bank, Karur Vysya Bank, Punjab National Bank, AU Small Finance Bank and Yes Bank Ltd 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 support of all the employees at all the levels of the Company.

For & on behalf of Board of Directors

Dipakkumar G. Patel

Date : 6^th July, 2018 Chairman

Place : Ahmedabad (DIN: 00004766)

---

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)

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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)

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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, 2011

Dear Shareholders,

Ganesh Housing Corporation Limited,

The Directors have pleasure in presenting the Twentieth Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2011.

STANDALONE FINANCIAL RESULTS:

(Rs. in Lacs)

PARTICULARS YEAR ENDED YEAR ENDED

31-03-2011 31-03-2010

Net Sales / Income from operations 18121.86 12828.04

Total Expenditure 4594.11 5827.95

Interest 2517.41 1399.32

Gross Profit before dep. and taxation 7111.52 5600.77

Depreciation 104.98 143.83

Net Profit / Loss before tax 7216.50 5456.94

Less: Provision for taxation 1450.00 930.00

Less: Provision for Wealth Tax 3.37 3.72

Add/ (Less): Deferred Tax 10.64 4.87

: (Short) / Excess provision of income tax of earlier years w/off (0.01) 231.96

: (Short) / Excess provision of Wealth Tax of earlier years w/off 0.05 (0.04)

: (Short) / Excess provision of Fringe Benefit Tax of earlier years w/off (0.56) (0.16)

Profit After Tax 5773.24 4759.85

Add: Extra ordinary items - -

Net Profit after extra ordinary items 5773.24 4759.85

Income Tax & expenses of earlier years - -

Profit available for appropriation 5773.24 4759.85

Add: Balance of Profit brought forward from last year 18704.40 15382.25

Total Amount available for appropriation 24477.64 20142.10

Appropriations:

(a) General Reserve 600.00 750.00

(b) Dividend on Equity shares 718.43 587.81

(c) Tax on Dividend 119.32 99.89

Balance carried to Balance Sheet 23039.89 18704.40

REVIEW OF OPERATIONS

In spite of the slowdown of the economy, there was a significant improvement in the operations of the Company. Income from operations rose from Rs. 12828.04 lacs to Rs. 18121.86 lacs, showing an increase of 41.27% over the corresponding figures of the last year. Net profit after tax (PAT) increased by 21.29% from Rs.4759.85 lacs to Rs. 5773.24 lacs.

During the year under review, Mahalaya-2 scheme for construction of 56 bungalows was successfully completed and the possessions of the said bungalows were given to the Prospective Acquirers. The construction of 764 units of SATVA, SUYOJAN, MAPLE COUNTY, MAPLE COUNTY-2 and SHANGRI-LA was in full swing. Company started giving possessions of some units in SATVA scheme. For completion of these projects the Company recruited professionals from different discipline. Latest methods for construction were also applied. Further, the Company conceived various projects to be rolled out in the current financial year.

FUTURE OUTLOOK

Your Company's focus has remained Ahmedabad. The city offers tremendous potential for growth in the real estate sector. Some national level players have also entered the Ahmedabad real estate market. As the State Government is proactive with regard to development, various construction projects are being implemented by local and national level players. The State Government has commenced giving approvals for setting up township in and around Ahmedabad.

Your Company will undertake two 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. Further, the Company is toying with an idea of constructing residential apartments on a land area of around 0.66 million sq. ft at Chharodi, B/h Nirma University, Ahmedabad. Now days, a new concept of 'Pilgrimage Homes' has been floated. In order to seize this opportunity the Company has formed a Special Purpose Vehicle (SPV) called Shaily Infrastructure Pvt. Ltd. for constructing 228 bungalows at Shrinathji, Rajashthan.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review, the Company shifted its Registered Office from 1st Floor, "Samudra", Nr. Klassic Gold Hotel, Off. C. G. Road, Ellisbridge, Ahmedabad – 380 006 to Ganesh Corporate House, 100 Feet Hebatpur-Thaltej Road, Nr. Sola Bridge, Off. S. G. Highway, Ahmedabad – 380 054 w.e.f. 9th October, 2010.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.20/- (Previous year Rs. 1.80/-) per equity share of Rs 10/- each for the year ended March 31, 2011. This will absorb Rs. 718.42 Lacs. The Company will pay dividend distribution tax amounting to Rs. 119.32 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, 2011, 98.77% of the Company's total paid up capital representing 32254467 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, 2011 and were not claimed by the depositors on that date.

SUBSIDIARIES

The Company has two Subsidiaries viz. Gatil Properties Private Limited and Yash Organiser 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 rolled out Commercial Project in a posh locality called Memnagar under the name and style of 'GCP Business Centre'. Moreover, Shaily Infrastructure Private Limited became Subsidiary of our Company w.e.f. 19th May, 2011 and Maheshwari (Thaltej) Private Limited became Subsidiary of our Company w.e.f. 21st July, 2011.

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 the 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 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:

During the year under review, the Company introduced 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") at their meeting held on 30th October, 2010. Moreover, the Company changed the nomenclature of Remuneration Committee as 'Remuneration and Compensation Committee' and further reconstituted the said Committee with additional terms of reference in accordance with the SEBI Guidelines for the purpose of administration and monitoring of ESOP 2010 Scheme w.e.f. 1st October, 2010.

As required by Clause 12 of SEBI Guidelines, information with respect to active stock Options as at 31st March, 2011 is given below:

a. Total grant approved by Remuneration and Compensation Committee. 15,00,000 options

b. Total Options Granted: Grant I – 9,98,815 [Nine Lac Ninety Eight Thousand Eight Hundred Fifteen]

options granted on 01-11-2010 to all permanent employees and non-executive directors, including independent directors of the Company including its Subsidiary Company/ Companies, if any, the grade as decided by the Board.

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: Vesting is linked to continued association & future performance appraisal with the Company and its Subsidiary Companies, if any. The options would vest not earlier than 1 year and in the ratio of 20% - 20% - 20% - 20% - 20% over the next five years.

Date of vesting of options has been fixed as 01-11-2011 and so on over next five years.

e. Options Exercised: Not Application as the Options are unvested.

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

Not Application as the Options are unvested.

g. Options Lapsed: On account of leaving of service, due to resignation, long term leave, death or otherwise by the employees of the Company including its Subsidiaries, if any. 32,156 Stock Options lapsed.

h. Variation in terms of Options: Not Applicable

i. Money realized by exercise of Options: Not Application as the Options are unvested.

j. Total number of Options in force: 9,66,659 [ (b) – (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

Saurabh Patwa – 21,875

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 as the Options are unvested.

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 as the Options are unvested.

n. Weighted average exercise price of Options whose

(a) Exercise price equals market price (Rupees)

No such Grants

(b) Exercise price is greater than market price (Rupees)

No such Grants

(c) Exercise price is less than market price (Rupees)

Rs. 171

Weighted average fair value of options whose

(a) Exercise price equals market price (Rupees)

No such Grants

(b) Exercise price is greater than market price (Rupees)

No such Grants

(c) 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:

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

(ii) expected life (ii) 2.50 to 6.50

(iii) expected volatility (iii) 65.02% to 64.71%

(iv) expected dividends, and (iv) 1.97%

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

(v) Rs. 243.85

The Company has received a Certificate dated 15th July, 2011 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. Ashish Modi and Dr. Bharat J. 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

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, 2011 and of the profit of the Company for the year ended 31st March, 2011.

(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.

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 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

Place : Ahmedabad

Date : 12th August, 2011

Dipakkumar G. Patel

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