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Ganesh Housing Corporation Ltd.

BSE: 526367 Sector: Infrastructure
NSE: GANESHHOUC ISIN Code: INE460C01014
BSE LIVE 15:41 | 22 Nov 128.00 3.90
(3.14%)
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125.45

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131.60

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NSE 15:42 | 22 Nov 128.10 4.25
(3.43%)
OPEN

124.35

HIGH

132.00

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OPEN 125.45
PREVIOUS CLOSE 124.10
VOLUME 129110
52-Week high 157.40
52-Week low 58.30
P/E 13.53
Mkt Cap.(Rs cr) 629
Buy Price 128.00
Buy Qty 152.00
Sell Price 0.00
Sell Qty 0.00
OPEN 125.45
CLOSE 124.10
VOLUME 129110
52-Week high 157.40
52-Week low 58.30
P/E 13.53
Mkt Cap.(Rs cr) 629
Buy Price 128.00
Buy Qty 152.00
Sell Price 0.00
Sell Qty 0.00

Ganesh Housing Corporation Ltd. (GANESHHOUC) - Director Report

Company director report

Dear Shareholders

Ganesh Housing Corporation Limited

Your Directors have pleasure in presenting the Twenty Sixth Annual Report and theAudited Accounts for the Financial Year ended 31st March 2017.

1. STANDALONE FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year Ended 31-03-2017 Year Ended 31-03-2016
Revenue from Operations 17773.51 19832.45
Other Income 164.21 124.31
Total Income 17937.72 19956.76
Total Expenses 6502.76 8786.02
Earnings Before Interest Tax and Depreciation 11434.96 11170.74
Less: Finance Cost 5180.63 5270.08
Less: Depreciation 329.67 347.56
Profit before Tax (PBT) 5924.66 5553.10
Less: Income Tax 2097.50 1505.62
Less: Deferred Tax 9.49 22.62
Profit after Tax (PAT) 3817.67 4024.86
Other Comprehensive Income 0.00 0.00
Total Comprehensive Income for the period 3817.67 4024.86
Opening Balance in Retained Earnings/Profit & Loss 37226.42 34980.77
Add: IND AS adjustment 2.52 0.00
Add: Transfer from Statement of Profit and Loss 3817.67 4024.86
Total Amount available for appropriation 41046.61 39005.63
Appropriations:
(a) Transferred to Reserve 0.00 760.00
(b) Dividend on Equity shares 980.06 849.38
(c) Tax on Dividend 199.52 169.83
Closing Balance 39867.04 37226.42

2. REVIEW OF OPERATIONS

Financial performance of the year:

The Ministry of Corporate Affairs (MCA) vide its notification in official gazettedated February 16 2015 notified the Indian Accounting Standards (IND AS) applicable tocertain classes of Companies. IND AS has replaced the existing Indian GAAP prescribedunder Section 133 of Companies Act 2013 read with Rule 7 of The Companies (Accounts)Rules 2014. Accordingly the Company adopted IND AS with effect from 1stApril 2016 with a transition date of 1st April 2015. Previous year's figureshave been restated and audited by the Statutory Auditors of the Company namely M/s. J.M. Parikh & Associates Chartered Accountant Ahmedabad.

The reconciliation and description of effect of the transition from IGAAP to IND AShave been provided in Note No. 30 and 31 in the notes forming part of accounts in thestandalone and consolidated financial statements respectively. During the Year 2016-2017revenue from operations on standalone basis decreased to Rs. 17773.51 lakhs from Rs.19832.45 lakhs in previous year. Further during the year under review the Company bookedother income of Rs. 164.21 Lakhs. Total Expenditure (excluding interest & financialcharges and depreciation) of the Company decreased from Rs. 6502.76 lakhs to Rs. 8786.02lakhs. After providing for interest and financial charges of Rs. 5180.63 lakhs anddepreciation of Rs. 329.67 lakhs the Profit before Tax (PBT) stood at Rs. 5924.66 lakhsand Net Profit after Tax (PAT) at Rs. 3817.67 lakhs. There are no material changes andcommitments affecting the financial position of the Company which have occurred betweenthe end of the financial year 2016-17 and the date of this report.

Non-Convertible Debentures

During the year under review the Company redeemed 3000 Secured Unrated UnlistedNon-Convertible Debentures of Rs. 100000/- each. The Company had also executed corporateaction for extinguishment of said debentures allotted in Dematerialized form with NationalSecurities Depositories Limited (NSDL) which was approved by NSDL vide its Circular refno. II/CA/COM/20884/2016 dated 22nd June 2016.

Changes in Equity Share Capital:

During the year under review the Company had allotted 16334273 fully paid up equityshares of face value of Rs. 10/- each as Bonus Shares in the ratio of 1:2 (i.e. one bonusequity share for every two equity shares held). Consequent to the allotment of aforesaidbonus shares the issued subscribed and paid up share capital of the Company increasedfrom Rs. 326685460/- to Rs. 490028190/-.

3. TRANSFER TO RESERVES

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

4. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.00/- (Previous year Rs.2.00/-) per equity share of Rs. 10/- each for the year ended 31st March 2017.The Dividend on equity shares if approved by the members at the 26th AnnualGeneral Meeting of the Company scheduled on 27th September 2017 would involvea cash outflow of Rs. 1179.58 lakhs including dividend tax.

The Register of Members and Share Transfer Books will remain closed from Saturday 9thSeptember 2017 to Wednesday 20th September 2017 (Both days inclusive) forthe purpose of payment of Dividend for the financial year ended 31st March2017.

5. FUTURE OUTLOOK

The overall macro-economic scenario in the country is positive with low inflationreduced key interest rates low commodity prices rising foreign investments and improvedglobal confidence in the region. Various structural reforms and government initiativeshave led to revival of growth across all the sectors. Demonetization led to falling demandand consequent price corrections in the short term. Further the approval of Goods andServices Tax would bring in more transparency enhance investments in the country andboost economic growth.

The major regulatory changes undertaken by the government to enhance confidence in thebuyers and boost growth in the real estate sector such as REITs and relaxation in FDIpolicies of the real estate sector. Moreover the Real Estate Act came into force after anine-year wait and marks the beginning of a new era. The much awaited Real Estate Act cameinto force w.e.f. 1st May 2016 that ushers in the much-desired accountabilitytransparency and efficiency in the sector defining the rights and obligations of both thebuyers and developers. Some of the major provisions of the Act besides mandatoryregistration of projects and real estate agents include depositing 70 per cent of thefunds collected from buyers in a separate bank account for construction of the project. Acombination of all these factors is likely to boost the construction sector in thecountry.

At present the company is undergoing Maple Tree Project through its subsidiary namelyEssem Infra Private Limited which is executed in two segments viz. Residential andCommercial. The said project is situated near Thaltej and is spread over a vast expanse of1353744 sq. ft. the project has 488 unit of 3BHK 4BHK and 3BHK Penthouses inresidential segment. Further Maple Trade Centre and Maple Shopola is executed by Essemfor providing office space and retail shops with total saleable areas of 341147 sq. ft..and 133883 sq. ft. respectively .

In the coming years the Company is planning to launch other projects in residentialsegment which will be rolled out as and when the Company registers the same under RERA.

6. FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial year underreview and as such no amount of principal or interest was outstanding as of the BalanceSheet date.

7. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

The Company has five Subsidiaries viz. Essem Infra Private Limited Gatil PropertiesPrivate Limited Yash Organiser Private Limited Shaily Infrastructure Private Limited andMaheshwari (Thaltej) Complex Private Limited as on 31st March 2017.

During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of Companies Act 2013 Consolidated Financial Statement ofthe Company and all its subsidiaries in accordance with the relevant accounting standardshave been prepared which forms part of the Annual Report. Further a statement containingthe salient features of the financial statements of our subsidiaries in the prescribedformat i.e. AOC-1 also forms part of Annual Report.

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

8. EMPLOYEES STOCK OPTIONS SCHEME

The Company had rolled out the Employees Stock Option Scheme ("ESOP 2010") inaccordance with the Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999 ("the SEBI Guidelines") inthe year 2010. The Company allocated 1500000 stock options for conversion into equityshares under the said Scheme to the employees of the Company and its subsidiaries.Further Nomination and Remuneration Committee has been empowered with the terms ofreferences with regard to administration and monitoring of the ESOP 2010. No employee hasbeen issued share options during the year equal to or exceeding 1% of the issued capitalof the Company at the time of grant.

The details of disclosure of Employee Stock Option Plan [ESOP 2010] as required underthe 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 ishttp://www.ganeshhousing.com/investors/financial-information/

The Company has received a Certificate dated 18th May 2017 from theAuditors of the Company that the ESOP 2010 Scheme has been implemented in accordance withthe Guidelines and as per the resolution passed by the members of the Company authorizingissuance 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 Ms.Aneri D. Patel Director of the Company retires by rotation and being eligible hasoffered herself for re-appointment. The Board recommends her re-appointment.

Moreover as the tenure of Mr. Dipak G. Patel as Chairman and Whole-time Director ofthe Company would be completed on 30th September 2017 it is proposed tore-appoint him for the further period of five years w.e.f. 1st October 2017 asChairman and Whole-time Director who will be liable to retire by rotation.

After the closure of the financial year 2016-2017 there has been change in the KeyManagerial Personnel. Mr. Nilesh Shah has resigned as Chief Financial Officer of thecompany w.e.f. 10th April 2017 and Mr. Rajendra Shah has been appointed asChief Financial Officer of the company w.e.f. 10th April 2017.

Other:

The Company has received a declaration from the Independent Directors of the Companyunder Section 149(7) of Companies Act 2013 confirming that they meet criteria ofIndependence as per relevant provisions of Companies Act 2013 which was placed at thefirst meeting of Board of Directors of the Company held for the financial year 2017-2018.

Relevant details in terms of Sub-regulation (3) of Regulation 36 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in respect of the Directorsretiring by rotation and proposed to be re-appointed are provided in the Notice forconvening the 26th Annual General Meeting.

10. DIRECTORS' RESPONSIBILITY

STATEMENT

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

(i) In the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed to the extentapplicable to the Company. There are no material departures in the adoption of theapplicable Accounting Standards.

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 31stMarch 2017 and of the Profit of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 theCompany and that such internal financial control are adequate and were operatingeffectively; and

(vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. UNCLAIMED AND UNPAID DIVIDENDS

Amount of Rs. 31.37 lakhs is lying in the unpaid equity dividend account of the Companyas on 31st March 2017. Further during the year under review Rs. 4.59 lakhspertaining to unpaid/ unclaimed dividend for the financial year 2008-2009 has beentransferred to Investor Education and Protection Fund Account.

Pursuant to Sections 124 and 125 of the Act read with the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (‘IEPFRules') dividend which is unclaimed/unpaid for period of seven years from the date itbecame due for payment is required to be transferred to the Investor Education andProtection Fund (IEPF) established by the Central Government. Further the shares inrespect of which dividend has not been paid or claimed by the shareholders for sevenconsecutive years or more shall also be transferred to the demat account created by theIEPF Authority details of such shares are provided on our website atwww.ganeshhousing.com.

Attention is drawn that the unclaimed/unpaid dividend for the financial years 2009-10is due for transfer to IEPF on 29th September 2017; hence the saidunpaid/unclaimed dividend will be transferred to IEPF A/c on or before 29thOctober 2017. In view of this the Members of the Company who have not yet encashedtheir dividend warrant(s) or those who have not claimed their dividend amounts may writeto the Company/ Company's Registrar and Share Transfer Agent MCS Share Transfer AgentLimited.

12. STATUTORY DISCLOSURES

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given below:

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

Directors Ratio to median Remuneration
Mr. Dipak G. Patel 38.44
Mr. Shekhar G. Patel 38.35
Dr. Tarang M. Desai 0.15
Dr. Bharat J. Patel 0.06
Mr. Ashish H. Modi 0.14
Ms. Aneri D. Patel 0.08

b) The percentage increase in remuneration of each Director Chief Financial OfficerChief 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. Dipak G. Patel -0.07
Mr. Shekhar G. Patel -0.42
Dr. Tarang M. Desai 4.07
Dr. Bharat J. Patel -27.27
Mr. Ashish H. Modi -18.00
Ms. Aneri D. Patel -13.78
Mr. Nilesh Shah Chief Financial
Officer 23.98
Mrs. Priti Kapadia Company 23.82
Secretary*

* Name changed from Priti Jani to Priti Kapadia due to marriage.

c) The percentage increase in the median remuneration of employees in the financialyear: 10.19;

d) The number of permanent employees on the rolls of Company as on 31stMarch 2017: 145;

e) Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2016-17 was 11.25% whereas theincrease/ decrease in the managerial remuneration for the same financial year was 9.35%.

f) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.

g) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel Senior Management Personnel and other Employees.

h) The information required pursuant to Section 197 of the Companies Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014in respect of employees of the company is available for inspectionby Members at the registered office of the company during business hours on working daysup to the date of ensuing Annual General Meeting. If any member is interested in obtainingcopy thereof such member may write to the secretary whereupon a copy would be sent.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as prescribed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of Companies (Accounts) Rules 2014 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 stipulatedunder Regulation 34(2)(e) of the Securities and Exchange Board of India (ListingObligations 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 withSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. Report on Corporate Governance as stipulatedin the SEBI LODR Regulations is annexed as Annexure – C hereto and forms partof this Report along with Certificate from the Statutory Auditors M/s. J. M. Parikh &Associates Chartered Accountants confirming compliance of conditions of CorporateGovernance.

13. AUDITORS AND AUDITORS' REPORT

Statutory Auditor:

Under Section 139 of the Companies Act 2013 and Rules made thereunder it is mandatoryto rotate the Statutory Auditors on completion of the maximum term permitted under thesaid Section. The audit committee of the Company has proposed and on 10thApril 2017 the Board of Directors of the Company have recommended the appointment ofM/s. Purnesh R. Mehta & Co. Chartered Accountants Ahmedabad (Firm Registration No.142830W) as the Statutory Auditors of the Company. M/s. Purnesh R. Mehta & Co. willhold the office for the period of five (5) consecutive years from the conclusion of 26thAnnual General Meeting till the conclusion of 31st Annual General Meeting ofthe Company to be held in the year 2022 subject to the approval of Shareholders of theCompany. The first year of audit will be of the Financial Statement for the year ended 31stMarch 2018 which will include the audit of quarterly financial statement for the year. Inthis regard the Company has received a Certificate from the said Auditor to the effectthat if their appointment will be made it would be in accordance with the provisions ofSection 141 of Companies Act 2013.

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

Secretarial Auditor:

As per provisions of Section 204 of Companies Act 2013 the Board of Directors of theCompany appointed C.S. Anand Lavingia Practising Company Secretary to conduct theSecretarial Audit of the Company for the financial year 2016-2017. The Secretarial AuditReport for the financial year 2016-2017 is annexed herewith marked as Annexure –D to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

Cost Auditor:

In terms of Section 148 of the Companies Act 2013 read with Companies (Cost recordsand audits) Rules 2014 as amended Construction Industry is required to include CostRecords in their books of accounts covered from the financial years commencing on or after1st April 2014. Further as per the said rules the Company is required to getits cost records audited by the Practising Cost Accountant. Accordingly the Board ofDirectors at their meeting held on 30th May 2016 appointed M/s. J. B. Mistri& Co. Cost Accountants Ahmedabad as Cost Auditors for auditing the cost records ofyour Company for the year ended 31st March 2017.

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 andresponsibility is as detailed in the Report of Corporate Governance.

The Nomination and Remuneration Policy framed by the Company as per the provisions ofsection 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 ofCompanies Act 2013 for the financial year 2016-2017 is attached as Annexure – E.

16. MEETINGS OF BOARD

During the financial year 2016-2017 the Board of Directors met for Eight (8) timesviz. 30th May 2016; 24th June 2016; 2nd July 2016; 16thJuly 2016; 14th September 2016; 7th November; 2016; 14thDecember 2016 and 14th February 2017.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED IN SECTION188313 OF THE COMPANIES ACT 2013

During the year under review there were no contracts or arrangements with relatedparties referred to in sub section (1) of section 188 of the Companies Act 2013. Furtherthere were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company. Transactions with related parties entered intoby the Company in the normal course of business are periodically placed before the AuditCommittee for review.

Members may refer to the notes to the accounts for details of related partytransactions entered as per Indian Accounting Standard-24. The Board of Directors of theCompany has on the recommendation of the Audit Committee adopted a policy to regulatetransactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules thereunder and the SEBI LODRRegulations. Since all Related Party Transactions entered into by the Company were inordinary course of business and were on arms' length basis Form AOC-2 is not applicableto the Company.

Policy on related party transactions was considered and approved by the Board at itsMeeting held on 30th September 2014 to be effective from 1stOctober 2014. The policy has also been uploaded on the website of the Company atwww.ganeshhousing.com.

18. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF COMPANIESACT 2013:

For the relevant particulars under section 186 of Companies Act 2013 and Rules madethereunder please refer note nos. 3 and 39 of Standalone Financial Statement.

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 riskassessment and minimisation procedures. In accordance with the said clause the company hasadopted 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 anddisciplined approach to Risk Management in order to guide decisions on risk relatedissues. Thus the company has in place risk management policy which also includesidentification of elements of risk if any which in the opinion of the board may threatenthe existence of the company.

20. CORPORATE SOCIAL RESPONSIBILITY

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

Sr. No. Name of Director Category/ Designation Position
1. Mr. Dipak 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 SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany as specified under Schedule VII of Companies Act 2013 which has been approved bythe 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 – F to theReport.

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

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate 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 allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

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

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues/matters to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated.

22. SIGNIFICANT AND MATERIAL ORDERS

During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status and company'soperations in future.

23. INTERNAL FINANCIAL CONTROLS

With reference to financial statements the Company has in place adequate financialcontrols in form of policies and procedures for ensuring the orderly and efficient conductof its business including adherence to Company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof 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 Independentand Non-executive Directors viz. Mr. Ashish H. Modi (Chairman) & Dr. Tarang M. DesaiMember and third member is Managing Director viz. Mr. Shekhar G. Patel. All therecommendations 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 toreport concern about unethical behaviour actual or suspected fraud or violation ofCompany's Code of Conduct and Ethics. The whistle blower policy is available on thewebsite 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 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 apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. The Company has setup an InternalComplaints Committee (ICC) for redressal of Complaints.

During the financial year 2016-17 the Company has received Nil complaints on sexualharassment out of which Nil complaints have been disposed of and appropriate action takenand Nil complaints remain pending as of 31st March 2017.

27. ACKNOWLEDGEMENTS

Your directors express a deep sense of gratitude for assistance and cooperationreceived from customers vendors shareholders and banks viz. Tamilnad Mercantile BankLimited HDFC Bank Ltd and JSC VTB Bank as well as various NBFC Lenders Central &State Government authorities other business associates who have extended their valuablesupport during the year under review. Your directors take this opportunity to place onrecord their gratitude and appreciation for the unstinted support of all the employees atall the levels of the Company.

For & on behalf of Board of Directors
Tarang M. Desai Shekhar G. Patel
Date : 21st July 2017 Director Managing Director
Place : Ahmedabad (DIN: 00005100) (DIN: 00005091)

ANNEXURE - A

Details of particulars under Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are given as under

A. CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy; Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.
(ii) the steps taken by the company for utilising alternate sources of energy; No alternate source has been adopted
(iii) the capital investment on energy conservation equipment; No specific investment has been made in reduction in energy consumption
B. TECHNOLOGY ABSORPTION:
1. The efforts made towards technology absorption The Company executes major projects through contractors. Hence no outside technology is used by the Company
2. The benefits derived e.g. product improvement cost reduction product development import substitution Not Applicable
3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) a. Technology imported: Nil b. Year of import: Not Applicable
c. Has technology been fully absorbed? : Not Applicable
d. If not fully absorbed areas where this has not taken place reasons there for: Not Applicable.
4. The expenditure incurred on Research and Development. Not Applicable

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

As on 31st March 2017 there were no foreign exchange earnings and/oroutgo.

For & on behalf of Board of Directors
Tarang M. Desai Shekhar G. Patel
Date : 21st July 2017 Director Managing Director
Place : Ahmedabad (DIN: 00005100) (DIN: 00005091)