Ganesh Housing Corporation Limited
Your directors take pleasure in presenting the Thirty First (31st) Annual Report andthe Audited Accounts for the Financial Year ended 31st March 2022.
1. FINANCIAL SUMMARY (CONSOLIDATED AND STANDALONE)
| || || || ||(Rs in Lakh) |
|Particulars ||Consolidated ||Standalone |
| ||Year Ended 31-03-2022 ||Year Ended 31-03-2021 ||Year Ended 31-03-2022 ||Year Ended 31-03-2021 |
|Revenue from Operations ||38361.03 ||17156.71 ||12511.95 ||422.44 |
|Other Income ||125.01 ||1047.20 ||57.85 ||1008.30 |
|Total Income ||38486.05 ||18203.91 ||12569.80 ||1430.74 |
|Operating Expenses ||24937.18 ||21976.88 ||9791.42 ||1405.05 |
|Earnings Before Interest Tax and Depreciation ||13548.86 ||(3772.97) ||2778.38 ||25.69 |
|Less: Finance Cost ||3629.68 ||7475.66 ||2544.51 ||4448.84 |
|Less: Depreciation ||196.14 ||172.46 ||196.14 ||172.46 |
|Profit/ (Loss) before Tax ||9723.05 ||(11421.09) ||37.72 ||(4595.61) |
|Less: Current Tax ||(9.30) ||(1755.62) ||(7.50) ||(1095.38) |
|Less: Deferred Tax ||(2658.42) ||2651.42 ||(26.12) ||998.92 |
|Profit/ (Loss) after Tax ||7055.33 ||(10525.30) ||4.11 ||(4692.07) |
|Share of profit of joint venture and associates (net) ||0.00 ||0.00 ||-- ||-- |
|Profit/(loss) for the year ||7055.33 ||(10525.30) ||4.11 ||(4692.07) |
|Other Comprehensive Income/ (Loss) ||0.00 ||0.00 ||0.00 ||0.00 |
|Total Comprehensive Income/(Loss) for the period ||7055.33 ||(10525.30) ||4.11 ||(4692.07) |
|Attributable to: || || || || |
|Owners of the holding Company ||7062.75 ||(10523.61) ||-- ||-- |
|Non-controlling interest ||(7.42) ||(1.67) ||-- ||-- |
2. FINANCIAL PERFORMANCE AND STATE OF COMPANIES AFFAIRS: Operating Results:
The Standalone and Consolidated Financial Statements for the financial year ended 31stMarch 2022 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 financial year 2021-2022 revenue from operations on consolidated basis hasincreased from Rs 17156.71 Lakh in previous year to Rs 38361.03 Lakh. Further during theyear under review the Company booked other income of
Rs 125.01 Lakh.
Total Expenditure (excluding interest & financial charges and depreciation) of theCompany has increased from Rs 21976.88 Lakh to Rs 24937.18 Lakh. After providing forinterest and financial charges of Rs 3629.68 Lakh and depreciation of Rs 196.14 Lakh theProfit before Tax stood at Rs 9723.05 Lakh and Net Profit after Tax at Rs 7055.33 Lakh.
During the year under review the Company had launched Residential Project calledMalabar Exotica situated at village Tragad B/h Nirma University Ahmedabad. The saidproject comprises of 224 residential units with a total area of 220962 sq. ft. [ 20535.52sq. mtrs. RERA carpet].
Material changes and commitments:
Issue of Equity Shares on Preferential Basis to Persons belonging to Promoter Group:The Board of Directors at its meeting held on 2nd April 2021 considered about increase inAuthorised Share Capital from Rs 500000000/- (Rupees Fifty Crores Only) to Rs700000000/- (Rupees Seventy Crores Only) and consequent amendment in Clause V ofMemorandum of Association of the Company. Further Board had also approved the proposalfor issue and allotment of Equity Shares on Preferential basis to the persons belonging topromoter group of the Company subject to the approval of members by way of Postal Ballotthrough remote e-voting.
Thereafter members of the Company accorded their approval and resolutions were passedby way of Postal Ballot on 4th May 2021.
The Board of Directors at their meeting held on 17th May 2021 allotted 2460000(Twenty Four Lakh Sixty Thousand) Equity Shares of Rs 10/- (Ten Only) each at a premium ofRs 48/- (Rupees Forty Eight Only) each to the persons belonging to Promoter Group fortotal consideration of Rs 142680000 (Rupees Fourteen Crores Twenty Six Lakh EightyThousand Only). Consequently issued subscribed and paid up share capital of the Companyhas been increased from Rs 492270900/- (Rupees Forty Nine Crore Twenty Two Lakh SeventyThousand Nine Hundred Only) to Rs 516870900 (Rupees Fifty One Crore Sixty Eight LakhSeventy Thousand Nine Hundred Only).
The Equity Shares of the Company were listed and admitted for dealing on stockexchanges w.e.f 4th June 2021.
Status of the Scheme of Amalgamation:
During the year under review the Hon'ble National Company Law Tribunal Bench atAhmedabad (NCLT') had vide its order dated 24th January 2022 sanctioned thearrangement embodied in the Scheme of Amalgamation of Sulabh Realty Private Limited (FirstTransferor Company) Malvika Estate Private Limited (Second Transferor Company) andGitanjali Infrastructure Private Limited (Third Transferor Company) (together referred toas "Transferor Companies") with Ganesh Housing Corporation Limited ("theCompany" or "Transferee Company"). The scheme was approved by the Equityshareholders (including public shareholders) Secured Creditors (including secureddebenture holders) and unsecured creditors of the Company with requisite majority on 2ndNovember 2021. The Scheme inter-alia provided for amalgamation of the TransferorCompanies with the Transferee Company with effect from the Appointed Date i.e. 01.04.2021pursuant to the provisions of Sections 230 232 and/or other applicable provisionsof the Act.
In terms of the above Scheme the Company was required to issue and allot to eachmember of the Transferor Companies in the following share swap ratio: (i) 761 (SevenHundred Sixty One) Transferee Company Shares credited as fully paid-up for every 1 (One)equity share of the face value of Rs 10/- (Rupees Ten only) each fully paid-up held bysuch member in the First Transferor Company; (ii) 1344 (One Thousand Three Hundred FortyFour) Transferee Company Shares credited as fully paid-up for every 1 (One) equity shareof the face value of
Rs 10/- (Rupees Ten only) each fully paid-up held by such member in the SecondTransferor Company; and (iii) 1065 (One Thousand Sixty Five) Transferee Company Sharescredited as fully paid-up for every 1 (One) equity share of the face value of Rs 10/-(Rupees Ten only) each fully paid-up held by such member in the Third Transferor Company.
Accordingly authorised Share Capital of the Company has been increased from Rs700300000/ (Rupees Seventy Crores Three Lakh Only) divided into 70030000 (SevenCrores Thirty Thousand) equity shares of Rs 10/- (Rupees Ten Only) each to
Rs 1000300000/- (Rupees Hundred Crores Three Lakh Only) divided into 100030000(Ten Crores Thirty Thousand) equity shares of Rs 10/- (Rupees Ten Only) by creatingadditional 30000000 (Three Crores) equity shares of Rs 10/- (Rupees Ten Only) eachranking pari-passu in all respects with the existing equity shares of the Company andconsequent change in Clause No. V i.e. Capital Clause of the Memorandum of Association ofthe Company has been altered.
Thereafter the Board of Directors at its meeting held on 9th February 2022 allotted31700000 (Three Crores Seventeen Lakh) equity shares of Rs 10/- (Ten Only) each at apremium of Rs 54.01/- (Rupees Fifty Four and One Paisa Only) each to shareholders of thetransferor companies. Consequently issued subscribed and paid up share capital of theCompany has been increased from Rs 516870900/- (Rupees Fifty One Crores Sixty EightLakh Seventy Thousand Nine Hundred Only) to 833870900/- (Rupees Eighty Three CroresThirty Eight Lakh Seventy Thousand Nine Hundred Only).
The Equity Shares of the Company were listed and admitted for dealing on stockexchanges w.e.f 25th February 2022. There were no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of thefinancial year 2021-2022 and the date of this report other than those disclosed in thisreport.
3. TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve during the financialyear 2021-2022.
4. DIVIDEND AND BOOK CLOSURE
During the year under review Board has not recommended any dividend. Further pursuantto Section 91 of Companies Act 2013 ("the Act") read with Regulation 42of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI LODR") the Register of Members and Share Transfer Bookswill remain closed from Friday 29th July 2022 to Thursday 4th August 2022 (both daysinclusive) for the purpose of 31st Annual General Meeting ("AGM").
5. FUTURE OUTLOOK
The economic outlook of the country seems positive. However backdrop of Russia Ukraine war has raised concerns of inflation and increase in input material cost which isfall out of increased fuel prices.
The board is focusing on master plan of SEZ project which is likely to be rolled out ina phased manner soon.
The Ganesh group is having a land reserve exceeding 500 acres at strategic locationsacross Ahmedabad which is having a potential of 36 msf of development.
Your directors are expecting to launch a slew of residential and commercial projects inthe financial year 2022-23.
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 JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has Three (3) Subsidiaries viz. Madhukamal Infrastructure Private Limited(formerly known as Essem Infra Private Limited) Gatil Properties Private Limited andMillion Minds Techspace Private Limited as on 31st March 2022. Out of the said CompaniesMadhukamal Infrastructure Private Limited (formerly known as Essem Infra Private Limited)Gatil Properties Private Limited are material unlisted subsidiary companies in terms ofSEBI LODR. Further Million Minds Techspace Private Limited became subsidiary w.e.f 25thOctober 2021. There are no associate companies or joint venture companies within themeaning of Section 2(6) of the Act.
Madhukamal Infrastructure Private Limited (formerly known as Essem Infra PrivateLimited) ("MIPL") completed schemes called "Maple Tree" and"Maple Trade Centre" and liquidated majority of inventory. During the financialyear 2021-2022 the income from operations increased from 16742.56 lakhs to 25884.29 lakhs.MIPL has earned a net profit of Rs 7082.13 lakhs during the financial year 2021-2022.During the corresponding period of the previous year MIPL had incurred a loss of
Rs (5827.43) lakhs.
Gatil Properties Private Limited ("Gatil") is in the process of setting up anintegrated township near village Godhavi near Ahmedabad. Million Minds Techspace PrivateLimited is planning to carry out business relating to SEZ project and other relatedactivities.
During the year the Board of Directors reviewed the performance of the subsidiaries.In accordance with Section 129(3) of the Act Consolidated Financial Statements of theCompany and all its subsidiaries in accordance with the relevant accounting standards havebeen prepared which forms part of the Annual Report. Further a statement containing thesalient features of the financial statements of its respective subsidiaries in theprescribed format i.e. AOC-1 also forms part of Annual Report.
In accordance with Section 136 of the Act the audited financial statements includingthe consolidated financial statements and related information of the Company and auditedaccounts of each of its subsidiaries are available on the website of your Company viz.www.ganeshhousing.com.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of sub-section (6) of Section 152 of the Act Mr. Shekhar G.Patel Managing Director of the Company retires by rotation and being eligible hasoffered himself for re-appointment. The Board recommends his re-appointment. On therecommendation of Nomination and Remuneration Committee the Board of Directors at itsmeeting held on 12th May 2022 re-appointed Mr. Dipakkumar G. Patel as a Whole-timeDirector w.e.f. 1st October 2022 subject to approval of members at the ensuing AnnualGeneral Meeting. During the year under review there has been change in Key ManagerialPersonnel. Ms. Priti Kapadia has resigned as Company Secretary and Compliance Officerw.e.f 20th July 2021. The Board places on record its appreciation for Ms. Kapadia for herinvaluable contribution and guidance during her tenure as Company Secretary and ComplianceOfficer. Ms. Jasmin Jani has been appointed as Company Secretary and Compliance Officerw.e.f 21st July 2021.
The Company has received declarations from the Independent Directors of the Companyunder Section 149(7) of the Act confirming that they meet criteria of Independence as perrelevant provisions of the Act and SEBI LODR. At the first meeting of Board held forfinancial year 2022-2023 the Board of Directors of the Company has taken on record thesaid declarations and confirmation as submitted by the Independent Directors.
In the opinion of the Board the Independent Directors possess the requisite expertiseand experience and are persons of high integrity and repute. They fulfill the conditionsspecified in Act as well as the Rules made thereunder and are independent of themanagement.
The Company has received confirmation from all the existing Independent Directors oftheir registration on the Independent Directors Database maintained by the IndianInstitute of Corporate Affairs pursuant to Rule 6 of the Companies (Appointment andQualifications of Directors) Rules 2014.
In terms of sub-regulation (3) of Regulation 36 of SEBI LODR brief resume in respectof the Director who is retiring by rotation and proposed to be re-appointed is providedin the Notice convening the 31st AGM of the Company.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act your Directors state that:- (i) In thepreparation of the annual accounts for the financial year ended 31st March 2022 theapplicable accounting standards had been followed to the extent applicable to the Company.There are no material departures in the adoption of the applicable Accounting Standards.(ii) The Directors have selected such accounting policies and applied them 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 2022 and of the Profit of the Company for that period; (iii) The Directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (iv) TheDirectors have prepared the annual accounts on a going concern basis; (v) The directorshave laid down internal financial control to be followed by the Company and that suchinternal 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.
10. UNCLAIMED AND UNPAID DIVIDENDS AND SHARES TRANSFERRED TO INVESTOR EDUCATION ANDPROTECTION FUND
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("IEPF Rules") dividends which remain unpaid or unclaimed for a period of sevenyears from the date of transfer to the Unpaid Dividend Account shall be transferred by theCompany to the Investor Education and Protection Fund ("IEPF").
The detail of dividend remitted to IEPF during the financial year 2021-2022 is asfollows:
|Financial Year ||Dividend ||Last due date for ||Due date of transfer ||Amount transferred ||Date of |
| ||declared on ||claiming Dividend ||of said Amount ||to IEPF ||transfer to IEPF |
|2013-2014 ||15/09/2014 ||16/10/2021 ||17/10/2021 ||Rs 560783/- ||10/11/2021 |
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 theIEPF Rules.
Accordingly following shares whose dividend has remained unpaid/ unclaimed for aperiod of seven (7) consecutive years were transferred to IEPF Authority during thefinancial year 2021-2022:
|Financial Year to which dividend relates ||No. of Shares transferred ||Due date for transfer of Shares ||Execution date for Corporate Action |
|2013-2014 ||8657 ||16/10/2021 ||11/11/2021 |
In accordance with the said IEPF Rules and amendment thereof the Company will sentnotices to all the proposed Shareholders whose shares will become due for transfer to theIEPF Authority on 29th October 2022 and simultaneously publish newspaper advertisements.
The Company has appointed a Nodal Officer and three Deputy Nodal Officers under theprovisions of IEPF the details of which are available on the website of the Companyhttps://ganeshhousing.com/dividend
11. 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 ofeach director to the median remuneration of the employees of the Company and %age increasein the remuneration of each Director Chief Financial Officer and Company Secretary in thefinancial year 2021 - 2022:
|Name ||Ratio to median Remuneration ||% increase in remuneration in the financial year |
|Directors: || || |
|Mr. Dipakkumar G. Patel ||6.60 ||93.29$ |
|Mr. Shekhar G. Patel ||6.74 ||94.04$ |
|Dr. Tarang M. Desai ||0.08 ||17.54* |
|Dr. Bharat J. Patel ||0.08 ||37.67* |
|Mr. Ashish H. Modi ||0.09 ||29.43* |
|Ms. Aneri D. Patel ||0.04 ||7.11* |
|Chief Financial Officer || || |
|Mr. Rajendra Shah ||13.24 ||16.99 |
|Company Secretary || || |
|Ms. Jasmin Jani # ||1.19 ||@ |
|Mrs. Priti Kapadia ## ||0.73 ||@ |
$The said Directors waived remuneration (except perquisites) in the financial year2020-21 and up to December 2021 in the financial year 2021-22.
#Appointed as Company Secretary & Compliance Officer w.e.f. 21st July 2021.
## Relinquished the office of Company Secretary and Compliance Officer w.e.f. 20thJuly 2021.
@Since the remuneration is only for part of the year the %age increase in remunerationis not comparable and hence not stated. *The said amount is sitting fees paid tonon-executive and Independent Directors. There has been no change in the amount paid permeeting in financial year 2021-22 as compared to previous financial year 2020-21 hencethe increase/decrease is only due to fluctuation in number of meetings.
b) The %age increase/ (decrease) in the median remuneration of employees in thefinancial year: (0.24)%; c) The number of permanent employees on the rolls of Company ason 31st March 2022: 114; d) Average percentile increase/(decrease) made in the salariesof employees other than the managerial personnel in the financial year i.e. 2021-2022 was(3.24)% whereas the increase/ decrease in the managerial remuneration (which includesremuneration of CFO) for the same financial year was 517.83%^.
^ Mr. Dipakkumar G. Patel Whole time Director and Mr. Shekhar G. Patel ManagingDirector waived remuneration (except perquisites) in the financial year 2020-21 and up toDecember 2021 in the financial year 2021-22. e) It is hereby afirmed that theremuneration paid is as per the Remuneration Policy for Directors Key ManagerialPersonnel and Senior Management Personnel. f ) A statement containing top ten employeesin terms of remuneration drawn and the particulars of employees as required under Section197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in a separate annexure forming part of this report. Further the reportand the 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 who is interested in obtaining a copy of the same may write toCompany Secretary.
Conservation 0f 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 Act read withRule 8 of the 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 SEBI LODR is annexed as Annexure B heretoand 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 SEBI LODR. Corporate Governance Report as stipulated in the SEBI LODR isannexed as Annexure C hereto and forms part of this Report along withCertificate from the Practising Company Secretary Ahmedabad confirming compliance ofconditions of Corporate Governance.
12. AUDITORS AND AUDITORS' REPORT Statutory Auditor and Audit Report:
As per the provisions of the Act the period of office of M/s. Purnesh R. Mehta &Co. Chartered Accountants Ahmedabad (Firm Registration No. 142830W) were appointed asStatutory Auditors of the Company expires at the conclusion of the ensuing AGM.
It is proposed to appoint M/s J.M. Parikh & Associates Chartered AccountantsAhmedabad (Firm Registration No. 118007W) as Statutory Auditors of the Company for a termof 5 (five) consecutive years from the conclusion of 31st AGM to the conclusion of 36thAGM. M/s J. M. Parikh & Associates Chartered Accountants have confirmed theireligibility and qualification required under the Act for holding the office as StatutoryAuditors of the Company.
The Notes on financial statement referred to in Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation adverse remark or disclaimer.
Secretarial Auditor and Audit Report:
The Board of Directors of the Company appointed Mr. Anand Lavingia (COP No. 11410)Practicing Company Secretary to conduct the Secretarial Audit of the Company for thefinancial year 2021-2022 under Section 204 of the Act.
The Secretarial Audit Report for the financial year 31st March 2022 under the Actread with Rules made thereunder and in accordance with Regulation 24A of the SEBI LODRread with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February 2019 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) is setout in the Annexure - D to this report. Further in compliance of Regulation 24A ofthe SEBI LODR the Secretarial Audit Reports of material unlisted subsidiaries areavailable on the website of the Company viz.https://ganeshhousing.com/financial-information.
The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.
Cost Auditor and Cost Records:
The Board had appointed M/s J. B. Mistri & Co. Cost Accountants Ahmedabad (FirmRegistration Number 101067) as Cost Auditor for conducting the audit of cost records ofthe Company for the Financial Year ended 2021-2022.
Further the Board of Directors on the recommendation of the Audit Committee appointedM/s J. B. Mistri & Co. Cost Accountants Ahmedabad (Firm Registration Number 101067)as the Cost Auditors of the Company for the Financial Year 2022-2023 under Section 148 ofthe Act.
M/s J. B. Mistri & Co. have confirmed that their appointment is within the limitsof Section 141(3)(g) of the Act and have also certified that they are not disqualifiedunder Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.
In accordance with the provisions of Section 148 of the Act read with the Companies(Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditors asrecommended by the Audit Committee and approved by the Board has to be rati_ed by theMembers of the Company. Accordingly rati_cation by the Members is sought for theremuneration payable to the Cost Auditors for the financial year ending 31st March 2023by passing an Ordinary Resolution as set out at Item No. 4 of the Notice.
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules2014 your Company is required to maintain cost records and accordingly such accounts andrecords are maintained.
Reporting of Frauds by Auditors:
Pursuant to Section 134 (3) (ca) of the Act the Statutory Auditor Cost Auditor andSecretarial Auditor have not reported any instances of frauds committed in the Companyduring the year under review by its Officers or Employees to the Audit Committee or Boardunder section 143(12) of the Act details of which needs to be mentioned in this Report.
13. COMMITTEES OF BOARD OF DIRECTORS
The Company has the following Committees of the Board:
|1. Audit Committee; |
|2. Nomination and Remuneration Committee; |
|3. Stakeholders Relationship Committee; |
|4. Corporate Social Responsibility Committee; |
|5. Risk Management Committee |
The composition of each of the above Committees their respective role andresponsibility is as detailed in the Corporate Governance Report.
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(https://ganeshhousing.com/assets/main/pdf/corporate-governance/policies/nomination-and-remuneration-policy.pdf ).
14. ANNUAL RETURN
In accordance with the provisions enshrined in the Act annual return in the prescribedformat is available at web-link viz. https://ganeshhousing.com/financial-informationpursuant to the provisions of clause (a) of sub-section (3) of Section 134 of the Act.
15. MEETINGS OF BOARD
During the financial year 2021-2022 the Board of Directors met for Thirteen (13) timesviz. 2nd April 2021 17th May 2021 31st May 2021 22nd June 2021 15th July 202121st September 2021 14th October 2021 28th October 2021 11th January 2022 3rdFebruary 2022 9th February 2022 5th March 2022 and 25th March 2022. During the saidfinancial year the maximum interval between any two meetings did not exceed 120 days asprescribed by the Companies Act 2013.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED IN SECTION188_1_ OF THE COMPANIES ACT 2013
In line with the requirements of the Act and the SEBI LODR the Company has formulateda policy on Related Party Transactions. During the year under review SEBI LODRrequirements were incorporated in the revised Policy on Related Party Transactions. Theupdated policy can be accessed on the Company's website at https://ganeshhousing.com/assets/main/pdf/corporate-governance/policies/policy-on-related-party-transaction.pdfDuring the year under review all related party transactions entered into by the Companywere approved by the Audit Committee and were arm's length and in the ordinary course ofbusiness. Prior omnibus approval has been obtained for related party transactions whichare of repetitive nature and entered in the ordinary course of business. The Company hasentered into contracts or arrangements in terms of Section 188 (1) of the Act which do notfall under the category of material related party transactions during the year underreview. Accordingly the disclosure of Related Party Transactions as required underSection 134 (3) (h) of the Act in Form AOC - 2 is not applicable. The members of TheCompany at their duly convened meeting held on 31st March 2022 have rati_ed / approvedRelated Party Transactions with various parties.
Details of related party transactions entered into by the Company in terms of Ind AS 24 have been disclosed in the notes to the standalone/consolidated financialstatements forming part of this Annual Report.
17. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF COMPANIESACT 2013
Disclosure on details of loans guarantees and investments pursuant to the provisionsof Section 186 of the Act and SEBI LODR are provided in the financial statements.
18. RISK MANAGEMENT
As per Regulation 21 of the SEBI LODR your Company falls under the category of top 1000listed companies based on the market capitalisation [(BSE Limited: 691) (National StockExchange of India Limited: 672)] as on 31st March 2022. Accordingly your Company hasformed Risk Management Committee on 12th May 2022 and adopted Risk Management Policy.
The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company.
The Committee is responsible for ensuring that the Company maintains effective riskmanagement and internal control systems and processes and provides regular reports to theAudit Committee on the effectiveness of the risk management program in identifying andaddressing material business risks. The Audit Committee has additional oversight in thearea of financial risks and controls.
19. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Act 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 the Act which has been approved by the Board.The CSR Policy may be accessed on the Company's website at the link:https://ganeshhousing. com/assets/main/pdf/corporate-governance/policies/corporate-social-responsibility-policy.pdf The annual report on CSR showing initiativesundertaken by the Company during the year under review containing particulars as specifiedunder Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014 is asper Annexure E to the Report.
20. ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITSCOMMITTEE AND INDIVIDUAL DIRECTORS
During the year under review the Company conducted Board Evaluation as part of itsefforts to evaluate identify improve and thereby enhancing the effectiveness of theBoard of Directors (Board) its Committees and individual directors. This was in line withthe requirements mentioned in the Act and the SEBI LODR.
The Company has also devised a policy for performance evaluation of the BoardCommittees and other individual directors (including Independent Directors) which includescriteria such as the composition of committees effectiveness of committee meetingsattendance of directors active participation at various meetings compliances of variouslaws/codes and policies etc.
The Board of Directors of the Company has carried out an annual evaluation of its ownperformance board committees and individual directors. The performance of the Board wasevaluated by the Board after seeking inputs from all the directors on the basis of thecriteria such as the board composition its structure effectiveness of board processesinformation flow and functioning etc. The performance of the committees was evaluated bythe Board after seeking inputs from the committee members on the basis of the criteriasuch as the composition of committees effectiveness of committee meetings etc.
Further the Board reviewed the performance of the individual directors on the basis ofthe criteria such as regular attendance in meeting the contribution of the individualdirector to the Board and committee meetings like preparedness on the issues/ matters tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors held on 31st March 2022 performance ofnon-independent directors performance of the Board as a whole and performance of theChairman was evaluated.
21. 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.
22. INTERNAL FINANCIAL CONTROLS
With reference to financial statements the Company has put 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.
23. AUDIT COMMITTEE
The Audit Committee comprises of total Four (4) members out of which three areIndependent and Non-executive Directors viz. Mr. Ashish H. Modi (Chairman) Dr. Bharat J.Patel (Member) & Dr. Tarang M. Desai (Member) and fourth member is Managing Directorviz. Mr. Shekhar G. Patel. All the recommendations made by the Audit Committee wereaccepted by the Board during the year under review.
24. VIGIL MECHANISM
Pursuant to regulation 22 of SEBI LODR your Board has adopted the whistle blowermechanism for directors and employees to report concern about unethical behaviour actualor suspected fraud or violation of Company's Code of Conduct and Ethics. The whistleblower policy is available on the website of the Company. The web link of the same viz.https://ganeshhousing.com/assets/main/pdf/corporate-governance/policies/vigil-mechanism.pdf
25. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE_PREVENTION PROHIBITION AND REDRESSAL_ ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted 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 framed thereunder for prevention andredressal of complaints of sexual harassment at workplace.
The Company has setup an Internal Complaints Committee (ICC) for redressal ofComplaints.
During the financial year 2021-2022 the Company has received Nil complaints on sexualharassment out of which Nil complaints have been disposed of and Nil complaints remainedpending as of 31st March 2022.
26. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetings ofthe Board of Directors' and General Meetings' respectively have been duly compliedby your Company.
Your Directors thank Company's employees customers vendors and investors for theirunstinted support. Further your Directors also express a deep sense of gratitude forguidance assistance and cooperation received from Central Government State Governmentand concerned Government department and agencies and various bankers viz. TamilnadMercantile Bank Limited ICICI Bank HDFC Bank Axis Bank Punjab National Bank and AUSmall Finance Bank as well as various NBFC Lenders.
| ||For & on behalf of Board of Directors |
| ||Dipakkumar G. Patel |
|Date : 12th May 2022 ||Chairman |
|Place : Ahmedabad ||(DIN: 00004766) |