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Ganesh Housing Corporation Ltd.

BSE: 526367 Sector: Infrastructure
NSE: GANESHHOUC ISIN Code: INE460C01014
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OPEN 35.65
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VOLUME 7076
52-Week high 75.00
52-Week low 27.30
P/E
Mkt Cap.(Rs cr) 184
Buy Price 35.00
Buy Qty 1.00
Sell Price 37.45
Sell Qty 10.00

Ganesh Housing Corporation Ltd. (GANESHHOUC) - Director Report

Company director report

Dear Shareholders

Ganesh Housing Corporation Limited

Your Directors have pleasure in presenting the Twenty Seventh Annual Report and theAudited Accounts for the Financial Year ended 31st 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. RE VIEW OF OPERATIONS

Financial performance of the year:

The Standalone and Consolidated Financial Statements for the financial year ended 31stMarch 2018 forming part of this Annual Report have been prepared in accordance with theIndian 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 Rs20839.43 lakhs from Rs 17741.67 lakhs in previous year. Further during the year underreview the Company booked other income of Rs 191.33 Lakhs.

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

Material Changes and Commitments:

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

The Company has disclosed the details of pending litigations or disputes before IncomeTax Authority Ahmedabad in point no. (E) to (H) of Note No. 47 to the Notes forming partof 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) andunder Annexure-A to the Auditors' Report in point no. (vii)(b).

However after the date of adoption of Financial Statement the Income Tax Authoritypassed an Order under Section 264 of Income Tax Act 1961 for the above mentioned disputesand accordingly re-assessment is initiated.

Changes in Equity Share Capital:

During the year under review the Company had allotted 224271 fully paid upequity shares of face value of Rs 10/- each upon conversion of Employee Stock Optionsgranted and vested to the employees of the Company under Employee StockOption Scheme 2010 (ESOP 2010) from time to time. Consequent to the allotment of aforesaidshares under ESOP 2010 Scheme the issued subscribed and paid up share capital ofthe Company increased from Rs 490028190/- to Rs 492270900/-.

3. TR ANSFER 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 1.80/- (Previous year Rs2.00/-) per equity share of Rs 10/- each for the year ended 31st March 2018. The Dividendon equity shares if approved by the members at the 27th Annual General Meeting ofthe Company scheduled on 29th September 2018 would involve a cash outflow of Rs 886.09lakhs excluding dividend distribution tax. The Register of Members and Share TransferBooks will remain closed from Saturday 15th September 2018 to Friday 28thSeptember 2018 (Both days inclusive) for the purpose of payment of Dividend forthe financial year ended 31st March 2018.

5. FUTURE OUTLOOK

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

RERA has brought clarity and transparency for the buyers as well as developers of theprojects. Registration of new real estate projects has been made mandatory. Due to thismandate there has been an acute shortage of RERA approved projects. So it isdesirable to launch new projects rapidly in order to cater to the demands of thebuyers. Further it will enable the developers to liquidate the existing inventory andraise 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 estatebuyers 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 ThaltejAhmedabad. It is expected that these RERA approved projects will be completed bythe end of the current financial year. Further the Company is planning two (2) residentialprojects under the name and style of Malabar County-3 and Malabar County-4projects with total saleable area of 241939 sq. ft. and 276757 sq. ft. respectivelybehind Nirma University Ahmedabad.

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. SUBSIDIARIES JOIN VENTURES AND ASSOCIATE COMPANIES:

The Company has Three (3) Subsidiaries viz. Essem Infra Private Limited GatilProperties Private Limited and Maheshwari (Thaltej) Complex Private Limited as on 31stMarch 2018. There are no associate companies or joint venture companies within themeaning of Section 2(6) of the Companies Act 2013 ("Act"). Moreover during theyear under review Shaily Infrastructure Private Limited and Yash Organiser Private Limitedceased to be subsidiary of the Company w.e.f. 30th January 2018 and 14thFebruary 2018 respectively.

During the year the Board of Directors reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of Companies Act 2013 ConsolidatedFinancial Statements of the Company and all its subsidiaries in accordance with therelevant accounting standards have been prepared which forms part of the AnnualReport. The Consolidated Financial Statement of profit and loss for the financialyear 2017-2018 includes profit or loss of ceased subsidiaries up to the date ofcessation. Further a statement containing the salient features of the financialstatements of our subsidiaries in the prescribed format i.e. AOC-1 also forms part ofAnnual 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. EMPL OYEES 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 regard toadministration and monitoring of the ESOP 2010. No employee has been issued share optionsduring the year equal to or exceeding 1% of the issued capital of the Company at the timeof grant.

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

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 21st May 2018 from the Auditors of theCompany that the ESOP 2010 Scheme has been implemented in accordance with the SEBI (ShareBased Employee Benefits) Regulations 2014 and as per the resolution passed by the membersof 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 beingeligible has offered himself for re-appointment. The Board recommends hisre-appointment.

During the year under review there has been change in the Key ManagerialPersonnel. Mr. Nilesh Shah has resigned as Chief Financial Officer of the Companyw.e.f. 10th April 2017 and Mr. Rajendra Shah has been appointed as Chief FinancialOfficer 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 2018-2019.

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 27th Annual General Meeting.

10. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act 2013 your Directors statethat:-(i) In the preparation of the annual accounts for the financial year ended 31stMarch 2018 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 2018 and of the Profit of the Company for that period; (iii) The Directors havetaken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguardingthe 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) TheDirectors have laid down internal financial control to be followed by the Company and thatsuch internal financial control are adequate and were operating effectively; and (vi) TheDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

11. UNCL AIMED AND UNPAID AND SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTIONFUND _"IEPF"_

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

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

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

Dividend remitted to IEPF during the year:

Financial Year Dividend declared on Last due date for claiming Dividend Amount transferred to IEPF Date of transfer to IEPF
2009-2010 30/09/2010 29/09/2017 Rs 347015 26/10/2017

Shares transferred/credited to IEPF:

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

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

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

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

The following table provides dates on which unclaimed dividend and their correspondingshares 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 dividendwarrant(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. ST ATUTORY 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 ofeach director to the median remuneration of the employees of the Company for the financialyear:

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) T he percentage increase in remuneration of each

Chief Financial Officer Chief Executive Officer Company Secretary or Manager if anyin 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 10.83
Secretary

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

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

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

c) T he percentage increase in the median remuneration employees in the financial year:14.72%;

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

e) Average percentile increase made in the salaries of employees other than themanagerial personnel in the financial year i.e. 2017-18 was 11.40% whereas theincrease/ 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 positionof Chief Financial Officer based on experience and qualification due to which there isincrease in managerial remuneration.

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

g) The statement containing top ten employees in terms of remuneration drawn and theparticulars of employees as required under Section 197(12) of the Act read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in a separate annexure forming part of this report. Further the report andthe accounts are being sent to members excluding this annexure. In terms of Section136 of the Act the said annexure is open for inspection at the Registered Office of theCompany. Any shareholder interested in obtaining a copy of the same may write to CompanySecretary.

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 – Aannexed hereto and forms part of this Report.

Management Discussion & 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 – Bhereto 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 andof Disclosure Requirements) Regulations 2015. Report on Corporate Governance asstipulated in the SEBI LODR

Regulations is annexed as Annexure – C hereto and forms part of this Report alongwith Certificate from the Statutory Auditors M/s Purnesh R. Mehta & Co. CharteredAccountants Ahmedabad confirming compliance of conditions of CorporateGovernance.

13. A UDITORS AND AUDITORS'

Statutory Auditor:

M/s. Purnesh R. Mehta & Co. Chartered Accountants Ahmedabad (Firm RegistrationNo. 142830W) were appointed as Statutory Auditors of the Company for the period of five(5) consecutive years from the conclusion of 26th Annual General Meeting till theconclusion of 31st Annual General Meeting of the Company to be held in the year 2022.Pursuant to the Companies (Amendment) Act 2017 read with notification issued bythe Ministry of Corporate Affairs on 7th May 2018 first proviso to sub-section (1) ofSection 139 of the Companies Act 2013 was amended. Accordingly the mandatory requirementfor rati_cation of appointment of Auditors by the Members at every AGM has been omittedand hence your Company has not proposed rati_cation of appointment of M/s. PurneshR. Mehta & Co. Chartered Accountants Ahmedabad at the forthcoming AGM. The Notes onFinancial Statements referred to in the Auditors' Report are self-explanatory and do notcall for any further comments. The Auditors' Report does not contain any qualificationreservation or adverse remark.

Secretarial Auditor:

As per provisions of Section 204 of Companies Act 2013 the Board of Directorsof the Company appointed C.S. Anand Lavingia Practising Company Secretary to conduct theSecretarial Audit of the Company for the financial year 2017-2018. TheSecretarial Audit Report for the financial year 2017-2018 is annexed herewithmarked as Annexure – D to this Report. The Secretarial Audit Report does not containany qualification reservation or adverse remark.

Cost Auditor:

In terms of Section 148 of the Companies Act 2013 read with Companies (Costrecords and audits) Rules 2014 the Company is required to get its cost records auditedby the Practising Cost Accountant. Accordingly the Board of Directors at theirmeeting held on 30th May 2017 appointed M/s J. B. Mistri & Co. CostAccountants Ahmedabad as Cost Auditors for auditing the cost records of your Company forthe year ended 31st March 2018.

Reporting of Frauds by Auditors:

During the year under review the Statutory Auditor Cost Auditor and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee or Board under section 143(12) of the Companies Act2013 details of which needs to be mentioned in this Report.

14. C OMMITTEES 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 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. 10th April 2017; 30th May 2017; 21st July 2017; 11th August 2017; 22ndSeptember 2017; 14th November; 2017; 7th December 2017; 29th December 2017; 25thJanuary 2018; 14th February 2018 and 10th March 2018.

17. P ARTICULARS 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 partiesreferred to in sub-section (1) of section 188 of the Companies Act 2013. Allrelated party transactions entered were in the ordinary course of business and on arm'slength basis. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act 2013 readwith Rule 8(2) of the Companies (Accounts) Rules 2014 is set out in Annexure-F to thisReport. Further there were no materially significant related party transactions with theCompany's Promoters Directors Management or their relatives which could have had apotential conflict with the interests of the Company. Transactions with related partiesentered into by the Company in the normal course of business are periodically placedbefore the Audit Committee 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 Directorsof the Company has on the recommendation of the Audit Committee adopted a policy toregulate transactions between the Company and its Related Parties in compliancewith the applicable provisions of the Companies Act 2013 the Rules thereunder and theSEBI LODR Regulations. The Policy on Materiality of and dealing with Related PartyTransactions as approved by the Board is uploaded on the Company's website and can beaccessed at the Web-link: http://www.ganeshhousing.com/wp-content/pdf/policy-on-related-party-transaction.pdf

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

Disclosure on details of loans guarantees and investments pursuant to the provisionsof Section 186 of the Companies Act 2013 and SEBI (LODR) Regulations 2015 are providedin 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 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 riskrelated issues. Thus the Company has in place risk management policy which alsoincludes identification of elements of risk if any which in the opinion of the board maythreaten the existence of the Company.

20. C ORPORATE 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. 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 SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany as specified under Schedule VII of Companies Act 2013 which has beenapproved by the Board. The CSR Policy may be accessed on the Company's website at thelink: 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. ANNU AL EVALUATION MADE BY BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEEAND 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 evaluatedby the Board after seeking inputs from all the directors on the basis of the criteria suchas the Board composition and structure effectiveness of board processes information andfunctioning 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. A UDIT 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. DISCL OSURE AS REQUIRED SECTION22OFSEXUALHARASSMENT 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(Prevention Prohibition and Redressal) Act 2013 and the rules thereunder forprevention and redressal of complaints of sexual harassment at workplace. The Company hassetup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2017-18 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 2018.

27. COMPLIANCEWITHTHEPROVISIONS 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 havebeen duly complied by your Company.

28. ACKNOWLEDGEMENTS

Your directors express a deep sense of gratitude for assistance and cooperationreceived from customers vendors shareholders and banks viz. Tamilnad Mercantile BankLimited ICICI Bank HDFC Bank Axis Bank Karur Vysya Bank Punjab National Bank AUSmall Finance Bank and Yes Bank Ltd 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.

UNDER
For & on behalf of Board of Directors
Dipakkumar G. Patel
Date : 6th July 2018 Chairman
Place : Ahmedabad (DIN: 00004766)