ganesh housing Directors report

Dear Shareholders,

Ganesh Housing Corporation Limited,

Your directors take pleasure in presenting the Thirty Second (32^nd) Annual Report together with the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended March 31, 2023.

1. FINANCIAL SUMMARY (CONSOLIDATED AND STANDALONE)

Particulars	Consolidated		Standalone
	Year Ended 31-03-2023	Year Ended 31-03-2022	Year Ended 31-03-2023	Year Ended 31-03-2022
Revenue from Operations	61634.78	38361.03	25167.89	12511.95
Other Income	447.31	125.01	122.55	57.85
Total Income	62082.09	38486.05	25290.44	12569.80
Operating Expenses	36456.47	24937.18	9551.83	9791.42
Earnings Before Interest, Tax and Depreciation	2399176.63	13548.86	15470.06	2778.38
Less: Finance Cost	1348.37	3629.68	762.52	2544.51
Less: Depreciation	272.00	196.14	267.56	196.14
Profit/ (Loss) before Tax	24005.25	9723.05	14707.54	37.72
Less: Current Tax	(6180.00)	(9.30)	(2725.00)	(7.50)
Less: Deferred Tax	(7609.89)	(2658.42)	(2781.64)	(26.12)
Profit/ (Loss) after Tax	10215.36	7055.33	9200.90	4.11
Share of profit of joint venture and associates (net)	0.00	0.00	--	--
Profit/(loss) for the year	10215.36	7055.33	9200.90	4.11
Other Comprehensive Income/ (Loss)	0.00	0.00	0.00	0.00
Total Comprehensive Income/(Loss) for the period	10215.36	7055.33	9200.90	4.11
Attributable to:
Owners of the holding Company	10007.71	7062.75	--	--
Non-controlling interest	207.65	(7.42)	--	--

2. FINANCIAL PERFORMANCE AND STATE OF COMPANIES AFFAIRS:

Operating Results:

The Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2023, 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 financial year 2022-2023, revenue from operations on consolidated basis has increased from Rs.38361.03 lakhs in previous year to Rs.61634.78 lakhs. Further, during the year under review the Company booked other income of Rs.447.31 Lakhs.

Total Expenditure (excluding interest & financial charges and depreciation) of the Company has increased from Rs.24937.18 lakhs to Rs.36456.47 lakhs. After providing for interest and financial charges of Rs.1348.37 lakhs and depreciation of Rs.272.00 lakhs, the Profit before Tax stood at Rs.24005.25 lakhs and Net Profit after Tax at Rs.10215.36 lakhs.

The Company continued its efforts towards better management of working capital, operating cash flows and controlling capital expenditure and borrowings resulted into ZERO DEBT Company during the financial year 2022-2023.

Project Updates:

Malabar County III

The Company has completed the project before the committed time by using pre-cast technologies. The Company has commenced giving possession to the unit holders.

Malabar Exotica

The project reached to the 83% completion stage in terms of the construction and 100% in terms of booking. The Company expects to give the possession before February 2024.

Material changes and commitments:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-2023 and the date of this report.

3. TRANSFER TO RESERVES

As permitted under the Companies Act, 2013 (the Act), the Directors do not propose to transfer any sum to the General Reserve pertaining to financial year 2022-2023.

4. CREDIT RATING

Brick Work India Private Limited has withdrawn the rating BWR BB - (Stable) for the Long Term Rating on Fund Based Facilities during the Financial Year 2022-2023 due to the fact that all Banks and Financial Institution debts have been paid in full.

5. DIVIDEND

Based on the Companys performance, the Directors of your Company recommend a dividend of Rs.2.40 per share of Rs.10 each for the financial year ended March 31,2023, subject to approval of the members.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f April 01,2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has adopted the Dividend Distribution Policy which is available: https://ganeshhousing. com/assets/main/pdf/corporate-governance/policies/ Dividend-Distribution-Policy.pdf

6. FUTURE OUTLOOK

The growing awareness of home ownership and the governments favourable affordable housing schemes has led to significant growth in the affordable housing segment. With people realising the long-term potential of owning a house, v/s renting led to sustainable growth in the segment. An increase in earning potential, a need for a better standard of living and the growing base of aspirational consumers and their lifestyle changes have led to substantial growth in the sector. With suited economic growth, the premium housing segment will also witness higher demand in the years to come. Reforms in stamp duty, the introduction of affordable rental housing complexes and government-aided schemes will boost this asset class while providing relief to the many who do not have access to it.

The Company is in the process of setting up Special Economic Zone for 6 million sq. ft of space. Further, your Company has tied up with Tishman Speyer India Private Limited by executing Development Management Agreement and Leasing and Property Management Agreement.

At present, the Ganesh Group is having land reserve exceeding 500 acres in and around Ahmedabad and the said land is having a potential of 30 msf of development.

In the financial year 2023 - 2024, your Company expects to roll out a couple of residential and commercial projects.

7. 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.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has three (3) subsidiaries viz. Madhukamal Infrastructure Private Limited, Gatil Properties Private Limited and Million Minds Techspace Private Limited at March 31, 2023.

Pursuant to an order pronounced by the Honble National Company Law Tribunal, Ahmedabad Bench (Honble NCLT) on September 13, 2022, sanctioning the arrangement embodied in the Scheme of Amalgamation of Raj Ratna Infrastructure Private Limited ("RIPL") with Madhukamal Infrastructure Private Limited ("MIPL") a material unlisted wholly-owned subsidiary of the Company. In terms of the above Scheme, MIPL has issued and alloted to each member of RIPL, 23,22,48,432 (Twenty Three Crores Twenty Two Lacs Forty Eight Thousand Four Hundred Thirty Two) optionally convertible non-cumulative redeemable preference shares, credited as fully paid-up for 10,000 (Ten Thousand) equity shares of the face value of Rs.10/- (Rupees Ten only) each fully paid-up held by such equity shareholders in RIPL.

During the year and till date, the Company had acquired 895755 no. of equity shares of Gatil Properties Private Limited from Monsoon India Infrastructure Direct II Limited.

The Company has no associate companies and joint ventures.

During the year, the Board of Directors have reviewed the affairs of the subsidiaries. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statement of the subsidiary companies is attached to the financial statement in Form AOC-1. The statement also provides details of performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company.

In accordance with Section 136 of the Act, 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. https://ganeshhousing.com/financial-information.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment or any changes thereof:

As approved by the shareholders at the Annual General Meeting held on August 05, 2022, Mr. Dipakkumar G Patel (DIN: 00004766) was re-appointed as the Whole-time Director of the Company for a term of 5 (five) years with effect from October 1, 2022 on the terms and conditions set out in the Memorandum dated August 06, 2022.

As per Regulation 17(1)(a) of the Listing Regulations the company falls under the category of top 1000 listed companies based on the market capitalisation [(BSE Limited: 691) (National Stock Exchange of India Limited: 672)] as on March 31, 2022 needs to appoint Women Independent Director. During the year under review, the members by way of postal ballot appointed Ms. Palak Manan Pancholi (DIN: 09703392), as Non-Executive Independent Director of the Company with effect from August 22, 2022 for a period of 5 (five) years till August 21,2027.

The members of the company also approved the redesignation of the Managing Director of the company i.e. Mr. Shekhar G. Patel (DIN: 00005091) to Managing Director & Chief Executive Officer with effect from August 22, 2022 by way of Postal Ballot.

As per the provisions of sub-section (6) of Section 152 of the Act, Ms. Aneri D. Patel (DIN: 06587573), Director of the Company, retires by rotation and being eligible has offered herself for re-appointment. The Board recommends her reappointment.

Other:

The Company has received declarations from the Independent Directors of the Company under Section 149(7) of the Act confirming that they meet criteria ofIndependence as per relevant provisions of the Act and Listing Regulation. At the first meeting of Board held for financial year 20222023, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in Act as well as the Rules made thereunder and are independent of the management.

The Company has received confirmation from all the existing Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs pursuant to Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In terms of sub-regulation (3) of Regulation 36 of Listing Regulations, 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 32^nd AGM of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:-

(i) In the preparation of the annual accounts for the financial year ended March 31, 2023, 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 March 31, 2023 and of the Profit 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 Act 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.

11. UNCLAIMED AND UNPAID DIVIDENDS AND SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

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 (7) 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 details of dividend remitted to IEPF during the financial year 2022-2023 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
2014-2015	30/09/2015	29/10/2022	30/10/2022	Rs.6,35,168/-	04/11/2022

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven (7) 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 IEPF Rules.

Accordingly, following shares whose dividend has remained unpaid/ unclaimed for a period of seven (7) consecutive years were transferred to IEPF Authority during the financial year 2022-2023:

Financial Year to which dividend relates	No. of Shares transferred	Due date for transfer of Shares	Execution date for Corporate Action
2014-2015	7724	29/10/2022	10/11/2022

In accordance with the said IEPF Rules and amendments thereof, the Company will sent notices to all the proposed Shareholders whose shares will become due for transfer to the IEPF Authority on October 31, 2023 and simultaneously publish newspaper advertisements.

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

12. 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 and percentage increase in the remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2022 - 2023:

Name	Ratio to median Remuneration	% increase in remuneration in the financial year
Directors:
Mr. Dipakkumar G. Patel	21.13	73.99
Mr. Shekhar G. Patel	21.13	73.57
Dr. Tarang M. Desai	0.07	2.68*
Dr. Bharat J. Patel	0.08	15.75*
Mr. Ashish H. Modi	0.09	11.76*
Ms. Aneri D. Patel	0.03	(18.75)*
Mrs. Palak M. Pancholi	-	@
Chief Financial Officer
Mr. Rajendra Shah	12.30	9.09
Company Secretary
Ms. Jasmin Jani	-	$

$ Remuneration received in Financial Year 2022-2023 is not comparable with remuneration received in Financial Year 20212022 (for part of the year) and hence not stated.

@ Mrs. Palak M. Pancholi was appointed as Independent Director w.e.f August 22, 2022. Hence, her sitting fees details are not stated.

* 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 financial year 2022-2023 as compared to previous financial year 2021-2022, hence, the increase/ decrease is only due to fluctuation in number of meetings.

b) The percentage increase/ (decrease) in the median remuneration of employees in the financial year: 18.38%;

c) The number of permanent employees on the rolls of Company as on March 31, 2023: 106;

d) Average percentile increase/(decrease) made in the salaries of employees other than the managerial personnel in the financial year i.e. 2022-2023 was 19.13% whereas the increase/ (decrease) in the managerial remuneration (which includes remuneration of CFO) for the same financial year was 300%.

e) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel, and Senior Management Personnel.

f) 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 Act 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 Listing Regulations 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 Listing Regulations. Corporate Governance Report as stipulated in the Listing Regulations 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.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) ofthe Listing Regulations, BRSR, covering disclosures on the Companys performance on Environment, Social and Governance parameters for financial year 2022-2023, is annexed as Annexure - D. BRSR includes report and economic responsibilities of business as framed by the Ministry of Corporate Affairs.

13. AUDITORS AND AUDITORS REPORT Statutory Auditor and Audit Report:

M/s. J.M. Parikh & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 118007W) were appointed as Statutory Auditors of the Company for the period of five (5) consecutive years from the conclusion of 31^st AGM to the conclusion of 36^th AGM of the Company to be held in the calendar year 2027. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Notes on financial statement referred to in Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor and Audit Report:

Mr. Anand Lavingia (COP No. 11410), Practicing Company Secretary (Peer Review Number: 640/2019), were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for financial year 2022-2023. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is provided in Annexure - E to this Report.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers. As per the requirements of Listing Regulations, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of subsidiaries for financial year 2022-2023. The Secretarial Audit Reports of such subsidiaries confirms that they have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or noncompliances.

The Secretarial Audit Reports of the unlisted material subsidiaries viz. Madhukamal Infrastructure Private Limited and Gatil Properties Private Limited have been annexed to this Report.

Cost Auditor and Cost Records:

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 2022-2023.

M/s J. B. Mistri & Co. have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and have also certified that they are not disqualified under 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 as recommended by the Audit Committee and approved by the Board, has to be ratified by the Members of the Company. Accordingly, ratification by the Members will be sought for the remuneration payable to the Cost Auditors for the financial year ending March 31, 2024 by passing an Ordinary Resolution.

As per Section 148 of the Act, 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 Act, 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 Act, details of which needs to be mentioned in this Report.

14. COMMITTEES OF BOARD OF DIRECTORS

The Company has the following Committees of the Board:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee

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

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 (https:// ganeshhousing.com/assets/main/pdf/corporate- governance/policies/nomination-and-remuneration-policy. pdf).

15. ANNUAL RETURN

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

16. MEETINGS OF BOARD

During the financial year 2022-2023, the Board of Directors met for eight (8) times viz. April 05, 2022, May 12, 2022,

July 04, 2022, July 18, 2022, August 22, 2022, October 15, 2022, January 13, 2023 and March 02, 2023. During the said financial year, the maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED IN SECTION 188(1) OF THE ACT

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on Related Party Transactions. The policy can be accessed on the Companys website at https://ganeshhousing.com/ assets/main/pdf/corporate-governance/policies/policy-on- related-party-transaction.pdf

During the year under review, all transactions entered into with related parties were approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, if any related party transaction exceeds Rs.1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require members approval. In this regard, during the year under review, the Company had taken necessary members approval. However, there were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2022-2023 and, hence, the same is not required to be provided.

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 financial statements forming part of this Annual Report.

18. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE ACT

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Act, and Listing Regulations, are provided in the financial statements.

19. RISK MANAGEMENT

Pursuant to Regulation 21 of Listing Regulations, the Company has formed Risk Management 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 & CEO	Member
3. Dr. Tarang M. Desai	Independent Director	Member
4. Mr. Ashish H. Modi	Independent Director	Member

The Risk Management Committee has formulated and recommended to the Board, a Risk Management Policy to frame, implement and monitor the risk management plan for the company, which has been approved by the Board. The Policy may be accessed on the Companys website at the link: https://ganeshhousing.com/assets/main/pdf/corporate-governance/policies/Risk-Management- Policy.pdf

20. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act, the Company has formed Corporate Social Responsibility 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 & CEO	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 the Act, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link: https://ganeshhousing. com/assets/main/pdf/corporate-governance/policies/ 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 - F to the Report.

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

During the year under review, the Company conducted Board Evaluation as part of its efforts to evaluate, identify, improve and 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 Act and the Listing Regulations.

The Company has also 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, active participation at various meetings, compliances of various laws/codes and policies, etc.

The Board 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 March 01,2023, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

22. 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 companys operations in future.

23. 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 Companys 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.

24. 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 & CEO viz. Mr. Shekhar G. Patel. All the recommendations made by the Audit Committee were accepted by the Board during the year under review.

25. VIGIL MECHANISM

Pursuant to Regulation 22 of Listing Regulations your Board has adopted the whistle blower mechanism for directors and employees to report concern about unethical behaviour, actual or suspected fraud, or violation of Companys 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. https://ganeshhousing.com/assets/main/pdf/ corporate-governance/policies/vigil-mechanism.pdf

26. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted 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. During the financial year 2022-2023, 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 March 31,2023.

27. 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.

28. ACKNOWLEDGEMENTS

Your Directors thank Companys employees, customers, vendors and investors for their unstinted support. Further, your 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, Punjab National Bank, AU Small Finance Bank , STCI Finance Limited and Kotak Mahindra Investments Limited as well as various NBFC Lenders.

For & on behalf of Board of Directors

Dipakkumar G. Patel

Chairman

(DIN: 00004766)

Date : May 9, 2023

Place : Ahmedabad