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Ganesh Housing Corporation Ltd.

BSE: 526367 Sector: Infrastructure
NSE: GANESHHOUC ISIN Code: INE460C01014
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OPEN 163.45
PREVIOUS CLOSE 158.20
VOLUME 50320
52-Week high 183.85
52-Week low 23.80
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Mkt Cap.(Rs cr) 840
Buy Price 0.00
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OPEN 163.45
CLOSE 158.20
VOLUME 50320
52-Week high 183.85
52-Week low 23.80
P/E
Mkt Cap.(Rs cr) 840
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ganesh Housing Corporation Ltd. (GANESHHOUC) - Auditors Report

Company auditors report

TO THE MEMBERS OF:

GANESH HOUSING CORPORATION LIMITED

OPINION

Wehaveauditedtheaccompanyingstandalonefinancialstatements of GANESH HOUSING CORPORATIONLIMITED ("the company") which comprise the Balance Sheet as at 31st March2020 the Statement of Profit and Loss (including other Comprehensive Income) the CashFlow Statement and the statement of changes in Equity for the year then ended and asummary of significant accounting policies and other explanatory information (hereinafterreferred to as "Standalone financial statement").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 (the "Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2020 and its loss (including othercomprehensive income) changes in equity and its cash flows for the year ended on thatdate.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone Financial

Statements section of our report. We are independent of the Company in accordance withthe Code of Ethics issued by the Institute of Chartered Accountants of India together withthe ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules there under and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

EMPHASIS OF MATTER

We draw attention to Note no. 49 to the standalone financial Statement which describethe uncertainties and the management's assessment of the financial impact due to lock-downand other restrictions and conditions related to COVID-19 pandemic situation for which adefinitive assessment of the impact in subsequent period is highly dependent on futureeconomic development and circumstances as they evolve.

Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

Key audit matters (‘KAM') are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matter described below to bethe key audit matters to be communicated in our report.

The key audit matters How our audit addressed the key audit matter
Investment in subsidiaries - refer note 3 to the standalone financial statements
Assessment of impairment of investment in subsidiaries: Our audit procedures to assess recoverability included the following:
The carrying amount of the investments in subsidiaries held at cost less impairment represents 19.06% of the Company's total assets respectively. • Comparing the carrying amount of investments in the Company's books with the net asset balance in the relevant audited / unaudited balance sheet of subsidiaries. This is to identify if their net assets (being an approximation of their minimum recoverable amount) were in excess of their carrying amount;
The Company has investments in subsidiaries. These investments are carried at cost less any diminution in value of such investments. The investments are analyzed for impairment at each reporting date by comparing the carrying value of investments in the Company's books with the net assets of the relevant subsidiaries' balance sheet. Further
the Company assesses the projected cash flows of the real estate projects in these underlying entities. This involve significant estimates and judgment due to the inherent uncertainty involved in forecasting future cash flows. There is significant judgment in estimating the timing of the cash flows and the relevant discount rate. • For the investments where the carrying amount exceeded the Company's share in net asset value we compared the carrying amount of the investment with the projected cash flows and profitability. This is based on approved business plans of the subsidiaries; and
Considering the impairment assessment involves significant assumptions and judgement this is considered as a key audit matter • Considering the adequacy of disclosures in respect of the investment in subsidiaries.
Advance paid for purchase of Investments - refer note 5 to the standalone financial statements
Assessment of advance paid for purchase of Investments represents a significant portion of the Company's total assets. Our audit procedures to assess the recoverability of advance paid for purchase of Investments included the following:
The carrying value of advance for purchase of Investments are tested for executing agreement by the Company by comparing the valuation of investments in the same area for which advances have been given. Considering the quantum of the amount of carrying value of advances to total assets of the Company and significant estimates and judgements involved in assessing execute of agreement of advances for purchase of investments this has been considered as a key audit matter • Enquiry with the Company's personnel on the process of providing advance for purchase of Investments and test of key controls over such advances paid during earlier year;
• Enquiry with the Company's personnel also covered obtaining reasons on the long-standing advance for purchase of Investments and understanding Company's plan for conversion of the advance for purchase of Investments to Investments;
• For our samples verified the underlying agreements or Memorandum of understanding in possession of the Company based on which advance for purchase of Investments were given to assess the Company's rights over the investments in subject;
Inventories - refer note 8 to the standalone financial statements
Assessment of net realisable value (NRV) of inventories: Our audit procedures to assess the net realisable value (NRV) of inventories included the following:
Inventories on construction of residential units comprising ongoing and completed projects initiated but unlaunched projects and land stock represents a significant portion of the Company's total assets. The Company recognises profit on the sale of each unit residential unit with reference to the overall profit margin depending upon the total cost incurred on the project. A project comprises multiple units the construction of which is carried out over a number of year. The recognition of profit for sale of a unit is therefore dependent on the estimate of future selling prices and construction costs. Further estimation uncertainty and exposure to cyclicality exists within long- term projects. • Enquiry with the Company's personnel to understand the basis of computation and justification for the estimated recoverable amounts of the unsold units ("the NRV assessment");
Forecasts of future sales are dependent on market conditions which can be difficult to predict and be influenced by political and economic factors. • Assessing the Company's valuation methodology for the key estimates data inputs and assumptions adopted in the valuation. This involved comparing expected average selling prices with published data such as recently transacted prices for similar properties located in nearby vicinity of each project and the sales budget maintained by the Company;
Considering the significance of the amount of carrying value of inventories and the involvement of significant estimation and judgement in assessment of NRV this is considered as a key audit matter. • While analyzing the expected average selling price we have performed a sensitivity analysis on the selling price and compared this to the budgeted cost;
• For our samples obtained the fair valuation reports of such land parcels for assessing the valuation methodology key estimates and assumptions adopted in the valuation; and
• Verifying the NRV assessment and comparing the estimated construction costs to complete each development with the Company's updated budgets;
Land advances - refer note 12 to the standalone financial statements
Assessment of recoverability of land advances Land advance represents a significant portion of the Company's total assets. Our audit procedures to assess the recoverability of land advances included the following:
Land advance represents the amount paid towards procurement of land parcels to be used in the future for construction of commercial and residential projects. These advances are carried at cost less impairment losses. These land advances will be converted into land parcels as per the terms of the underlying contracts under which these land advances have been given. • Enquiry with the Company's personnel on the process of providing land advances and test of key controls over such land advances paid during the year;
The carrying value of advances are tested for recoverability by the Company by comparing the valuation of land parcels in the same area for which land advances have been given. • Enquiry with the Company's personnel also covered obtaining reasons on the long-standing land advances and understanding Company's plan for conversion of the land advances to land stock;
Considering the quantum of the amount of carrying value of land advances to total assets of the Company and significant estimates and judgements involved in assessing recoverability of land advances this has been considered as a key audit matter • For our samples verified the underlying agreements or Memorandum of understanding in possession of the Company based on which land advances were given to assess the Company's rights over the land parcels in subject;
• For our samples obtained the fair valuation reports of such land parcels for assessing the valuation methodology key estimates and assumptions adopted in the valuation.; and
• For our samples verified the published guidelines values for the area in which these land parcels are situated
Business Advances to Subsidiaries & group companies (refer to note 12 and 44 to the standalone financial statements) Recoverability of business advances to subsidiaries and group companies:
Recoverability of business advances to subsidiaries and group companies:
The carrying amount of the business advances & other advances to subsidiaries group companies & others represents 46.87% of the Company's total assets respectively. Our audit procedures included:
The Company has extended business advances to subsidiaries & group companies that are assessed for recoverability at each period end. • We reviewed the controls in place for issuing new business advances and evidenced the Board/ CFO approval obtained.
The company has given total loans & advances of ` 505.21 crores. We obtained management's assessment of the recoverability of the business advances which includes cash flow projections over the duration of the business advances. These projections are based on underlying property development appraisals;
Out of this ` 265.88 crores are business advances to subsidiaries companies. ` 162.89 crores are given to related parties as purchase of land on behalf of the company. ` 76.45 crores are given to others as business advances for purchase of land on behalf of the company and other miscellaneous advances at 31 March 2020. • We tested cash receipts received in relation to these business advances during the year through to bank statement; and
Due to the nature of the business in the real estate industry the Company is exposed to heightened risk in respect of the recoverability of the business advances granted to the aforementioned related parties. • We have obtained independent confirmations to ensure completeness and existence of business advances held by related parties as on 31 March 2020.
There is also judgment involved as to the recoverability of the working capital and project specific business advances which rely on a number of property developments being completed over the time period specified in agreements.
Evaluation of uncertain tax positions
The Company is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including direct and indirect tax matters. These involve significant management judgment to determine the possible outcome of the uncertain tax positions consequently having an impact on related accounting and disclosures in the financial statements. Our audit procedures include the following substantive procedures:
• Obtained understanding of key uncertain tax positions; and
• We along with our internal tax experts –
Refer Note 45 to the financial statements. • Read and analysed select key correspondences external legal opinions / consultations by management for key uncertain tax positions;
• Discussed with appropriate senior management and evaluated management's underlying key assumptions in estimating the tax provisions; and
• Assessed management's estimate of the possible outcome of the disputed cases.

OTHER INFORMATION

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financial statements and our auditors'report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act read with relevant rules issued there under. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company's financial reportingprocess.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to standalone financial statements inplace and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditors' report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant de_ciencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

OTHER MATTERS

On account of the COVID-19 related lockdown restriction Management was not able toperform the year end physical verification of Inventories. Consequently we have performedalternative audit performance to audit existence of inventory as per guidance provided inSA 501 "Audit Evidence- Specific consideration to Selected items" which includescyclical counts performed by the management during the year roll forward procedures andtheir supporting documents relating to purchases production and sales and have obtainedsufficient audit evidence to issued our unmodified opinion on these standalone financialresults.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act We give in the Annexure – A a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act we report that: a. We have sought andobtained all the information and explanations which to the best of our knowledge andbeliefs were necessary for the purposes of our audit; b. In our opinion proper books ofaccounts as required by Law have been kept by the Company so far as it appears from ourexaminations of those books; c. The Balance Sheet Statement of Profit and Loss includingOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this report are in agreement with the relevant books of account; d. In ouropinion the aforesaid standalone financial statements comply with the Indian AccountingStandards specified under section 133 of the Act read with relevant rules issued thereunder; e. On the basis of written representations received from the directors as on 31stMarch 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2020 from being appointed as a director in terms of Section164(2) of the Act. f. With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in Annexure – B. g. With respect to the other matters to beincluded in the Auditor's Report in accordance with the requirements of section 197(16) ofthe Act as amended In our opinion and to the best of our information and according tothe explanations given to us the remuneration paid by the Company to its directors duringthe year is in accordance with the provisions of section 197 of the Act.

h. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us: i. Thecompany has disclosed the impact of pending litigations as at 31st March 2020 on itsfinancial position in its standalone financial statements as referred to in Note No. 45 [Ato E] to the standalone financial statements. ii. The company did not have any long termcontracts including derivative contracts for which there were any material foreseeablelosses. iii. There has been no delay in transferring amounts required to be transferredto the Investor Education and Protection Fund by the Company during the year ended 31stMarch 2020.

ForPURNESH R. MEHTA & CO.
Chartered Accountants
FRN: 142830W
PURNESH MEHTA
Proprietor
Place: Ahmedabad Membership No.: 032812
Date: 30/06/2020 UDIN: 20032812AAAABN3617

ANNEXURE-A TO THE INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF:

GANESH HOUSING CORPORATION LIMITED

Referred to in paragraph (1) under the heading of "Report on Other Legal andRegulatory requirements" of our Report of even date to the standalone financialstatements of the company for the year ended 31st March 2020:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the yearbut there is a regular programme of verification which in our opinion is reasonablehaving regard to the size of the company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) The company is accounting various construction projects being built by it asinventory. There is a continuous monitoring of the construction projects. Hence thequestion of physical verification of the project does not arise. In case of Inventory ofRaw materials it has been physically verified during the year by the management. Theinventory shown in the accounts is in the nature of various construction projects. Hencenormal inventory records associated with manufacturing companies are not being kept.However the company is maintaining the necessary records to our satisfaction. Nodiscrepancies were noticed on verification between the physical stocks and book records.

(iii) The company has not granted any loan to any company Limited LiabilityPartnership Firm and other party covered in the Register maintained under section 189 ofthe Companies Act 2013. However by way of abundant caution we are giving opinion ofbusiness advances given by the company. The company has granted unsecured businessadvances to five companies covered in the Register maintained under section 189 of theCompanies Act 2013.

(a) The business advances granted to the companies listed in the Register maintainedunder Section 189 of the Companies Act 2013 are not prima facie prejudicial to theinterest of the company even though they are interest free and unsecured as the advancesare given to a group companies.

(b) The business advances granted to the companies listed in the Register maintainedunder Section 189 of the Companies Act 2013 are Interest free & repayable on demand.Hence the question of payment of interest and regular repayment of principal amount doesnot arise.

(c) There is no overdue amount in respect of the business advances granted to thecompanies listed in the Register maintained under Section 189 of the Companies Act 2013as the business advances are repayable on demand.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013with respect to the loans guaranties securities and investments made.

(v) The company has not accepted any public deposit within the meaning of provisions ofsections 73 to 76 or any other relevant provisions of the Companies Act 2013 and therules framed there under. Therefore the provisions of clause 3(v) of the Order are notapplicable to the Company.

(vi) We have broadly reviewed the cost records maintained by the company pursuant tothe rules made by the Central Government of India under sub-section (1) of section 148 ofthe Companies Act 2013 and are of the opinion that prima facie the prescribed costrecords have been maintained. We have however not made a detailed examination of thecost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and based on ourexamination of the records of the company undisputed statutory dues including ProvidentFund Employees' State Insurance Income Tax Sales Tax Service Tax Duty of Custom Dutyof Excise Value Added Tax Cess and other statutory dues with the appropriate authoritieshave been generally regularly deposited.

According to the information and explanations given to us no other undisputed amountspayable in respect of the aforesaid dues were outstanding as at 31st March 2020 for aperiod of more than six months from the date of becoming payable except DividendDistribution Tax for F.Y. 2017-2018 of ` 18213793/- & for F.Y. 2018-2019 of

` 5059387/-.

(b) According to the information and explanations given to us there are no dues ofIncome Tax Sales Tax Service Tax Duty of Custom Duty of Excise Value Added Tax andCess which have not been deposited on account of any dispute other than the following:

Name of Statute A.Y. Demand Raised Amt. ` Demand Paid Amt. ` With whom dispute is pending
Income Tax 2015-2016 15455229/- 0 CIT-(A) Ahmedabad
Income Tax 2017-2018 8332370/- 0 CIT-(A) Ahmedabad

(viii) In our opinion and according to the information and explanations given to us bythe management and based on our examination of the records of the company the company hasnot defaulted in repayment of loans or borrowing to bank or financial institutions basedon the revised repayment schedules for some of such loans which has been drawn aftertaking effects of the moratorium granted by the banks and availed by the company in viewof the Covid-19 pandemic. The Company has not taken any loan from the government and hasnot issued any Debentures during the year.

(ix) According to the information and explanations given to us and based on ourexamination of the records of the company the company has not raised moneys by way ofinitial public offer or further public offer including debt instruments. The company hasutilized the monies raised by way of term Loans broadly for the purposes for which theywere raised.

(x) According to the information and explanations given to us no material fraud by theCompany or on the company by its officers or employees has been noticed or reported duringthe year in course of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company The Company has paid / provided for managerialremuneration in accordance with the requisite approval mandated by the provisions ofSection 197 read with Schedule V to the Companies Act 2013.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Therefore the provisions of clause 3(xii) of the Orderare not applicable to the Company.

(xiii) According to the information and explanations given to us during the year therewere transactions with related parties. All transaction with the related parties are incompliance with section 177 and 188 of the Companies Act 2013 where applicable anddetails of such transactions have been disclosed in the standalone financial statements asrequired by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review. Accordingly the provisions of clause 3(xiv) of the Order are notapplicable to the Company.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the company the company has not entered into any non-cashtransactions with directors or persons connected with him. Hence the question of complyingwith provisions of section 192 of Companies Act 2013 does not arise. Accordingly theprovisions of clause 3(xv) of the Order are not applicable to the Company.

(xvi) In our opinion the company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934. Accordingly the provisions of clause 3(xvi) ofthe Order are not applicable to the Company.

ForPURNESH R. MEHTA & CO.
Chartered Accountants
FRN: 142830W
PURNESH MEHTA
Proprietor
Place: Ahmedabad Membership No.: 032812
Date: 30/06/2020 UDIN: 20032812AAAABN3617

ANNEXURE - B TO THE INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF:

GANESH HOUSING CORPORATION LIMITED

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE _I_ OF SUB_SECTION 3 OF SECTION143 OF THE COMPANIES ACT 2013 _"THE ACT"_

We have audited the internal financial controls over financial reporting of GaneshHousing Corporation Limited ("the Company") as of March 31 2020 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing andmaintaininginternalfinancialcontrolsbasedontheinternalcontrol over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India ("ICAI").These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2020 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

ForPURNESH R. MEHTA & CO.
Chartered Accountants
FRN: 142830W
PURNESH MEHTA
Proprietor
Place: Ahmedabad Membership No.: 032812
Date: 30/06/2020 UDIN: 20032812AAAABN3617

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