Ganesh Housing Corporation Ltd Directors Report.

Dear Shareholders,

Ganesh Housing Corporation Limited,

Your Directors take pleasure in presenting the Thirtieth (30th) Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2021.

1. FINANCIAL SUMMARY _CONSOLIDATED AND STANDALONE_

(Rs. in Lakhs)

Consolidated

Standalone
Particulars Year Ended 31st March, 2021 Year Ended 31st March, 2020 Year Ended 31st March, 2021 Year Ended 31st March, 2020
Revenue 17156.71 27502.19 422.44 171.45
Other Income 1047.20 230.92 1008.30 212.23
Total Income 18203.91 27733.11 1430.74 383.68
Operating Expenses 21976.88 32773.40 1405.05 2547.83
Earnings Before Interest, Tax and Depreciation (3772.97) (5040.29) 25.69 (2164.15)
Less: Finance Cost 7475.66 7988.40 4448.84 4743.37
Less: Depreciation 172.46 207.43 172.46 207.43
Profit/ (Loss) before Tax (11421.09) (13236.12) (4595.61) (7114.95)
Less: Current Tax (1755.62) (1360.46) (1095.38) (1074.97)
Less: Deferred Tax 2651.42 2633.94 998.92 1861.56
Profit/ (Loss) after Tax (10525.29) (11962.63) (4692.07) (6328.36)
Share of profit of joint venture and associates (net) 0.00 0.00 -- --
Profit/(loss) for the year
Other Comprehensive Income/ (Loss) 0.00 0.00 0.00 0.00
Total Comprehensive Income/(Loss) for the period (10525.29) (11962.63) (4692.07) (6328.36)
Attributable to:
Owners of the holding Company (10523.61) (12004.82) -- --
Non-controlling interest (1.67) 42.19 -- --

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

The Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2021, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

During the Year 2020-21, revenue from operations on standalone basis increased from Rs. 171.45 Lakhs in previous year to Rs. 422.44 Lakhs. Further, during the year under review the Company booked other income of Rs. 1008.30 Lakhs. Total Expenditure (excluding interest & financial charges and depreciation) of the Company decreased from Rs. 2547.83 Lakhs to Rs. 1405.05 Lakhs. After providing for interest and financial charges of Rs. 4448.84 Lakhs and depreciation of Rs. 172.46 Lakhs, the Loss before Tax stood at Rs. (4595.61) Lakhs and Net Loss after Tax at Rs. (4692.07) Lakhs.

Project Launch:

During the year under review 2020-21, the Company launched Malabar County - III Project situated at village Tragad, B/h Nirma University, Ahmedabad. The said project comprises of 288 residential units with a total area of 198514 sq. ft. [18449 sq. mtrs. RERA carpet].

Issue and allotment of Non-Convertible Debentures through Private Placement:

The Board of Directors at its meeting held on 11th January, 2021 allotted 694 (Six Hundred Ninety Four) INR denominated, redeemable, secured, unlisted, non-convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each, aggregating to an amount of Rs 69,40,00,000/- (Rupees Sixty Nine Crores and Forty Lakhs Only) to Asia Real Estate II India Opportunity Trust, a trust registered as a Category II Alternative Investment Fund under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 bearing registration number IN/AIF2/20-21/0835 through private placement.

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 in Authorised Share Capital from

Rs. 50,00,00,000/- (Rupees Fifty Crores Only) to Rs. 70,00,00,000/- (Rupees Seventy Crores Only) and consequent amendment in Clause V of Memorandum of Association (MOA) of the Company subject to the approval of members by way of Postal Ballot through remote e-voting. Thereafter, members of the Company accorded their approval and resolution was passed by way of Postal Ballot on 4th May, 2021.

Further, in the above referred meeting, Board also approved the proposal for issue and allotment of Equity Shares on Preferential basis to the persons belonging to promoter group of the Company.

The Board of Directors at their meeting held on 17th May, 2021, allotted 2460000 (Twenty Four Lakhs Sixty Thousand Only) Equity Shares of Rs. 10/- (Ten Only) each at a premium of Rs. 48/- (Rupees Forty Eight Only) each, to the persons belonging to Promoter Group for total consideration amounting to Rs. 14,26,80,000 (Rupees Fourteen Crores Twenty Six Lakhs Eighty Thousand Only).

Proposed Scheme of Amalgamation:

The Board, on basis of the recommendation of Audit Committee and Independent Directors Committee, at their respective meetings held on 31st May, 2021, have approved the proposal of amalgamation of Sulabh Realty Private Limited (First Transferor Company), Malvika Estate Private Limited (Second Transferor Company) and Gitanjali Infrastructure Private Limited (Third Transferor Company) (together referred to as "Transferor Companies") with Ganesh Housing Corporation Limited ("the Company" or "Transferee Company"). The proposed Amalgamation will be achieved through a draft scheme of amalgamation, in accordance with Section 230-232 of the Companies Act, 2013 read with the rules framed thereunder, as amended, and the Securities and Exchange Board of India Master circular no. SEBI/HO/ CFD/DIL1/CIR/P/2020/249 dated 22nd December, 2020, as amended and other applicable regulations and provisions, and is subject to necessary statutory and other regulatory approvals ("Scheme").

The share swap ratio for the amalgamation of the Transferor Companies with the Transferee will be as under:

(i) 761 (Seven Hundred Sixty One) Transferee Company Shares, credited as fully paid-up, for every 1 (One) equity share of the face value of Rs. 10/- (Rupees Ten only) each fully paid-up held by such member in the First Transferor Company;

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

(iii) 1065 (One Thousand Sixty Five) Transferee Company Shares, credited as fully paid-up, for every 1 (One) equity share of the face value of Rs. 10/- (Rupees Ten only) each fully paid-up held by such member in the Third Transferor Company There were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2020-21 and the date of this report, other than those disclosed in this report.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve due to loss incurred during the financial year 2020-21.

4. DIVIDEND AND BOOK CLOSURE

During the year under review, Board has not recommended any dividend. Further, pursuant to Section 91 of Companies Act, 2013 read with Regulation 42 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI LODR), the Register of Members and Share Transfer Books will remain closed from Thursday, 23rd September, 2021 to Wednesday, 29th September, 2021 (both days inclusive) for the purpose of 30th Annual General Meeting (AGM).

5. FUTURE OUTLOOK

The COVID-19 pandemic has hit the business and industries very hard. Economic activity globally has been adversely affected. India and particularly Real estate sector can not remain immune from global forces. Lockdown declared by Central and State Governments has halted construction and infrastructure development activities to a large extent during the year under review. Even in the financial year 2021-22 second wave of COVID-19 has badly affected trade industry and business cycles.

Your Board has devised strategy to reduce significantly the impact of COVID-19 pandemic on company operations. The Board is now focusing on reduction of cost, revisiting of present contracts, trimming of debt and working capital management to step up the performance of the Company. It is expected that if the third wave of COVID-19 pandemic is controlled significantly, the revival of Real estate sector in second/third quarter is a certainty.

Your directors are expecting to roll out a couple of projects in the financial year 2021-22.

6. FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial year under review and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has Two (2) Subsidiaries viz. Madhukamal Infrastructure Private Limited (formerly known as Essem Infra Private Limited) and Gatil Properties Private Limited as on 31st March, 2021. Both the subsidiaries are material unlisted subsidiary companies in terms of SEBI LODR. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). During the year, the Board of Directors reviewed the performance of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report. Further, a statement containing the salient features of the financial statements of its respective subsidiaries in the prescribed format i.e. AOC-1 also forms part of Annual Report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website of your Company viz. www.ganeshhousing.com.

8. 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. Dipakkumar G. Patel, Whole-time Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Board recommends his re-appointment.

Other:

The Company has received declarations from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 and SEBI LODR. At the first meeting of Board held for financial year 2021-22, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfil the conditions for re-appointment as Independent Directors and are independent of the Management.

In terms of Section 150 read with Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, 2 out of 3 of the independent directors have registered themselves with the Indian Institute of Corporate Affairs ("IICA"). Since all of the independent directors of the Company have served as directors in listed companies or in an unlisted public company having a paid-up share capital of Rs. 10 Crore or more for a period not less than 3 years, they are not required to undertake the pro_ciency test as per rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In terms of sub-regulation (3) of Regulation 36 of SEBI LODR, brief resume in respect of the Director who is retiring by rotation and proposed to be re-appointed, is provided in the Notice convening the 30th AGM of the Company.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2021, the applicable accounting standards had been followed to the extent applicable to the Company. There are no material departures in the adoption of the applicable Accounting Standards.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2021 and of the Loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and were operating effectively; and

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

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

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

The detail of dividend remitted to IEPF during the financial year 2020-21 is as follows:

Financial Year Dividend declared on Last due date for claiming Dividend Due date of transfer of said Amount Amount transferred to IEPF Date of transfer to IEPF
2012-13 31st August, 2013 30th September, 2020 30th October, 2020 Rs. 3,49,089/- 2nd November, 2020*

*Note: MCA vide general circular no. 35/2020 dated 29th September, 2020 provided relaxation due to Covid19 relaxation.

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

Accordingly, following shares whose dividend has remained unpaid/ unclaimed for a period of seven (7) consecutive years was transferred to IEPF Authority during the financial year 2020-21:

Financial Year to which dividend relates No. of Shares transferred Due date for transfer of Shares Execution date for Corporate Action
2012-13 8034 30th September, 2020 10th November, 2020*

*Note: MCA vide general circular no. 35/2020 dated 29th September, 2020 provided relaxation due to Covid19 relaxation.

In accordance with the said IEPF Rules and amendment thereof, the Company will sent notices to all the proposed Shareholders whose shares will become due for transfer on due date 16th October, 2021 to the IEPF Authority and simultaneously publish newspaper advertisements.

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

11. STATUTORY DISCLOSURES PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

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

Directors Ratio to median Remuneration
Mr. Dipakkumar G. Patel 0.44
Mr. Shekhar G. Patel 0.40
Dr. Tarang M. Desai 0.07
Dr. Bharat J. Patel 0.05
Mr. Ashish H. Modi 0.06
Ms. Aneri D. Patel 0.04

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Directors, Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Mr. Dipakkumar G. Patel -98.26
Mr. Shekhar G. Patel -98.42
Dr. Tarang M. Desai 28.02*
Dr. Bharat J. Patel 33.72*
Mr. Ashish H. Modi 18.08*
Ms. Aneri D. Patel 6.40*
Mr. Rajendra Shah, Chief Financial Officer -16.99
Mrs. Priti Kapadia, Company Secretary -15.42

*The said amount is sitting fees paid to non-executive and Independent Directors. There has been no change in the amount paid per meeting in FY 2020-21 as compared to previous FY 2019-20, hence, the increase/decrease is only due to fluctuation in number of meetings.

c) The percentage increase in the median remuneration of employees in the financial year: 0.24%;

d) The number of permanent employees on the rolls of Company as on 31st March, 2021: 120;

e) Average percentile increase made in the salaries of employees other than the managerial personnel in the financial year i.e. 2020-21 was 2.82% whereas the increase/ decrease in the managerial remuneration (which includes remuneration of CFO and CS) for the same financial year was (94.76)%.

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure – A annexed hereto and forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

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

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

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

The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor and Audit Report:

The Board of Directors of the Company appointed Mr. Anand Lavingia (COP No. 11410), Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2020-21 under Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year 31st March, 2021, under Companies Act, 2013, read with Rules made thereunder and in accordance with Regulation 24A of the SEBI LODR read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure D1 to this report. Further, in compliance of Regulation 24A of the SEBI LODR the Secretarial Audit Reports of material unlisted subsidiaries are available on the website of the Company viz. https://www.ganeshhousing.com/ financial-information.html.

The Annual Secretarial Compliance Report for the financial year ended 31st March, 2021, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the SEBI LODR read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 is set out in Annexure D2 to this report. The Secretarial Compliance Report has been voluntarily disclosed as a part of Annual Report as good disclosure practice.

The Secretarial Audit Report and/or Annual Secretarial Compliance Report do not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditor:

The Board had appointed M/s J. B. Mistri & Co., Cost Accountants, Ahmedabad (Firm Registration Number 101067), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year ended 2020-21.

Further, the Board of Directors on the recommendation of the Audit Committee, appointed M/s J. B. Mistri & Co., Cost Accountants, Ahmedabad (Firm Registration Number 101067), as the Cost Auditors of the Company for the Financial Year 2021-22 under Section 148 of the Companies Act, 2013.

M/s J. B. Mistri & Co. have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm’s length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their rati_cation. Accordingly, a Resolution seeking Members’ rati_cation for the remuneration payable to M/s J. B. Mistri & Co., Cost Auditors is included in the Notice convening the 30th AGM.

Cost Records

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

Reporting of Frauds by Auditors:

Pursuant to Section 134 (3) (ca) of the Companies Act, 2013, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company during the year under review by its Officers or Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013, 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

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

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

14. ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at web-link viz. http://www.ganeshhousing.com/financial-information.html pursuant to the provisions of clause (a) of sub-section (3) of Section 134 of Companies Act, 2013.

15. MEETINGS OF BOARD

During the financial year 2020-21, the Board of Directors met for Seven (7) times viz. 30th June, 2020; 25th July, 2020; 14th August, 2020; 11th November; 2020; 30th December, 2020; 11th January, 2021 and 11th February, 2021. During the said financial year, the maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED IN SECTION 188_1_ OF THE COMPANIES ACT, 2013

All transactions entered into during the financial year 2020-21 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties as per IND AS-24 set out in Notes to Accounts Note No 41 forming part of the standalone financial statements. The transactions considered as material related party transactions in terms of SEBI LODR were as per the approval of members availed at the Extra Ordinary General Meeting held on 2nd July, 2016 and the same is within the overall limit.

Further, there were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered into by the Company in the normal course of business are periodically placed before the Audit Committee for review.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the SEBI LODR.

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

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

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

18. RISK MANAGEMENT

As per Regulation 17(9) of SEBI LODR, the Company is required to lay down the procedures about the risk assessment and minimisation procedures. In accordance with the said clause the Company has adopted risk management framework with the following objectives:

1 Aligning the corporate strategies & objectives to the risk appetite

2 Providing a formal organisation structure for risk management

3 Integrated approach to risk management at strategic level

4 Systematic approach and use of special tools for risk management

5 Providing Board / Management oversight

19. CORPORATE SOCIAL RESPONSIBILITY

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

Name of Director Category / Designation Position
1. Mr. Dipakkumar G. Patel Chairman & Whole- time Director Chairman
2. Mr. Shekhar G. Patel Managing Director Member
3. Dr. Tarang M. Desai Independent Director Member

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company as specified under Schedule VII of Companies Act, 2013, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at the link: http://www.ganeshhousing.com/wp-content/pdf/ corporate-social-responsibility-policy.pdf.

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

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

The Company conducted a formal Board Evaluation as part of its efforts to evaluate, identify and improve thereby enhancing the effectiveness of the Board of Directors (Board), its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act, 2013 and the SEBI LODR.

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

The Board of Directors of the Company has carried out an annual evaluation of its own performance, board committees and individual directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition, its structure, effectiveness of board processes, information flow and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Further, the Board reviewed the performance of the individual directors on the basis of the criteria such as regular attendance in meeting, the contribution of the individual director to the Board and committee meetings like preparedness on the issues/ matters to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors held on 31st March, 2021, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

21. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

22. INTERNAL FINANCIAL CONTROLS

With reference to financial statements, the Company has put in place adequate financial controls in form of policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

23. AUDIT COMMITTEE

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

24. VIGIL MECHANISM

The Company has adopted the whistle blower mechanism for directors and employees to report concern about unethical behaviour, actual or suspected fraud, or violation of Company’s Code of Conduct and Ethics. The updated whistle blower policy is available on the website of the Company. The web link of the same viz. http://www.ganeshhousing.com/ wp-content/pdf/vigil-mechanism.pdf.

25. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2020-21, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed of and Nil complaints remained pending as of 31st March, 2021.

26. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

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

27. ACKNOWLEDGEMENTS

Your Directors thank Company’s employee, customers, vendors and investors for their continuous support. The Directors also express a deep sense of gratitude for guidance, assistance and cooperation received from Central Government, State Government and concerned Government department and agencies and various bankers viz. Tamilnad Mercantile Bank Limited, ICICI Bank, HDFC Bank, Axis Bank, Karur Vysya Bank, Punjab National Bank, AU Small Finance Bank and Yes Bank Limited as well as various NBFC Lenders. The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for each and every warrior who risked their life and safety to _ght this pandemic bravely.

For & on behalf of Board of Directors
Dipakkumar G. Patel
Date : 31st May, 2021 Chairman
Place : Ahmedabad (DIN: 00004766)