Dear Shareholders,
Ganesh Housing Corporation Limited,
Your directors take pleasure in presenting the Thirty Fourth (34th) Annual Report
together with the Standalone and Consolidated Audited Financial Statements of the Company
for the Financial Year ended March 31,2025.
1. FINANCIAL SUMMARY (CONSOLIDATED AND STANDALONE)
(Rs. in Lakhs)
Particulars |
Consolidated |
Standalone |
|
Year Ended 31-03-2025 |
Year Ended 31-03-2024 |
Year Ended 31-03-2025 |
Year Ended 31-03-2024 |
Revenue from Operations |
95976.18 |
89201.11 |
67629.26 |
59440.53 |
Other Income |
3373.03 |
693.02 |
172.44 |
151.88 |
Total Income |
99349.22 |
89894.13 |
67801.70 |
59592.41 |
Operating Expenses |
18049.12 |
26888.13 |
15982.83 |
22447.29 |
Earnings Before Interest, Tax and Depreciation |
81300.10 |
63006 |
51818.87 |
37145.12 |
Less: Finance Cost |
383.37 |
373.20 |
80.36 |
101.92 |
Less: Depreciation |
743.17 |
658.63 |
743.17 |
647.36 |
Profit/ (Loss) before Tax |
80173.55 |
61974.16 |
50995.33 |
36394.84 |
Less: Current Tax |
(20415.62) |
(15966.80) |
(13007.00) |
(9300.00) |
Less: Deferred Tax |
48.07 |
63.36 |
56.64 |
(2.32) |
Profit/ (Loss) after Tax |
59806.00 |
46070.72 |
38044.98 |
27093.52 |
Share of profit of joint venture and associates (net) |
0.00 |
0.00 |
0.00 |
0.00 |
Profit/(loss) for the year |
59806.00 |
46070.72 |
38044.98 |
27093.52 |
Other Comprehensive Income/ (Loss) |
0.00 |
0.00 |
0.00 |
0.00 |
Total Comprehensive Income/(Loss) for the period |
59806.00 |
46070.72 |
38044.98 |
27093.52 |
Attributable to: |
|
|
|
|
Owners of the holding Company |
59806.00 |
46070.72 |
- |
- |
Non-controlling interest |
0.00 |
0.00 |
- |
- |
2. FINANCIAL PERFORMANCE AND STATE OF COMPANIES AFFAIRS:
Operating Results:
The Standalone and Consolidated Financial Statements for the financial year ended March
31, 2025, 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 2024-2025, revenue from operations on consolidated basis has
increased from Rs.89201.11 lakhs in previous year to Rs.95976.18 lakhs. Further, during
the year under review the Company booked other income of Rs.3373.03 lakhs.
Total Expenditure (excluding interest & financial charges and depreciation) of the
Company has decreased from Rs.26888.13 lakhs to Rs.18049.12 lakhs. After providing for
interest and financial charges of Rs.383.37 lakhs and depreciation of Rs.743.17 lakhs, the
Profit before Tax stood at Rs.80173.55 lakhs and Net Profit after Tax at Rs.59806 lakhs.
The Company's principal sources of liquidity are cash and cash equivalents, liquid
investments, and the cash flow that the Company generates from its operations.The Company
continued to be debt-free and maintained sufficient cash to meet its strategic and
operational requirements.
Project Updates:
MALABAR RETREAT
At present the construction of Residential Project called Malabar Retreat situated at
Ambedkar University Road, near Nirma University, off S.G Highway, Chharodi, Ahmedabad is
in full swing. The said project comprises of 160 residential units with a total built up
area of 711999.31 sq. ft. 34924.44 sq. mtrs. RERA carpet.
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 2024-2025 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 2024-2025.
4. CREDIT RATING
During the year under review, the Company was not required to obtain credit rating.
5. DIVIDEND
The Board of Directors of the Company at their meeting held on May 14, 2025, inter
alia, approved and recommend payment of Dividend of Rs.5/- (Rupees Five Only) per Equity
Share of Rs.10/- (Rupees Ten Only) each (50 %) for the financial year ended March 31,
2025, subject to approval of the members at the ensuing Annual General Meeting
("AGM").
The Dividend for the financial year ended March 31, 2025, if approved by the members at
the ensuing AGM, will be paid on or before October 07, 2025, to those members whose name
appear in the Register of Members of the Company or Register of Beneficial Owners
maintained by the Registrar and Share Transfer Agent ("RTA") as on Record Date
i.e. Friday, August 29, 2025.
Members holding shares in physical/demat form are hereby informed that the bank
particulars registered with RTA or their respective DP, as the case may be, will be
considered by the Company for payment of dividend.
Members holding shares in physical/demat form are required to submit their bank account
details, if not already registered, as mandated by the SEBI.
In case the Company's dividend banker is unable to process the final dividend to any
Member by electronic mode, due to non-availability of the details of the bank account or
for any other valid reason whatsoever, the Company shall dispatch the dividend warrants/
demand drafts to such members by post.
As per the applicable provision of Income-Tax Act, 1961, dividend paid or distributed
by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company
makes the payment of the dividend after deduction of tax at source.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI 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
As regards the Million Minds SEZ project, Phase 1(MOne), our premier commercial IT SEZ
project, is nearing completion. We are ten months ahead of the projected schedule and
anticipate it will become commercially operational by the third quarter of the current
financial year.
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) Wholly Owned Subsidiaries viz. Madhukamal Infrastructure
Private Limited, Gatil Properties Private Limited and Million Minds Techspace Private
Limited at March 31,2025.
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 read with Rule 5 of Companies (Accounts) Rules,
2014, 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 compliance with Regulation 16(1)(c) of SEBI Listing Regulations, the Company has
formulated a policy for determining material subsidiaries. The said policy is available on
the website of the Company at https:// ganeshhousing.com/assets/main/pdf/corporate-
governance/policies/policy-on-material-subsidiaries. pdf
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. www.ganeshhousing.com
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment/Re-appointment or any changes thereof:
APPOINTMENT/CESSATION
During the year under review, the Board was reconstituted as the second term of all the
Independent Directors (viz; Dr. Tarang M. Desai, Dr. Bharat J. Patel and Mr. Ashish H.
Modi) got completed on September 14, 2024 and new Independent Director and Non-Executive
Directors were taken onboard by the Members through postal ballot on October 15, 2024 with
a Term of five (5) years with effect from September 13, 2024 upto September 12, 2029,
which are as under:
1. Mr. Sandeep Mohanraj Singhi (DIN: 01211070): Non - Executive - Independent Director
2. Mr. Darshankumar Naranbhai Patel (DIN: 00068650): Non - Executive - Independent
Director
3. Mr. Ameetkumar Hiranyakumar Desai (DIN: 00007116): Non - Executive - Independent
Director
4. Mr. Ashish Kantilal Patel (DIN: 02584772): Non - Executive - Independent Director
5. Mr. Anmol Dipakkumar Patel (DIN: 08068767): Non-Executive - Non Independent Director
and
6. Mr. Amanvir Shekhar Patel (DIN:08752273): Non - Executive - Non Independent Director
Your Board places on record the deep appreciation for valuable services and guidance
provided by Dr. Tarang M. Desai, Dr. Bharat J. Patel and Mr. Ashish H. Modi during their
tenure of Directorship.
RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT
In accordance with the provisions of Section 152 and other applicable provisions, of
the Act, Mr. Shekhar G. Patel [DIN: 00005091], Managing Director & CEO and Ms. Aneri
D. Patel [DIN: 06587573], Non - Executive Non- Independent Director of the Company, are
liable to retire by rotation at the ensuing AGM and being eligible have offered themselves
for re-appointment. In terms of sub-regulation (3) of Regulation 36 of SEBI Listing
Regulations, brief resumes of Mr. Shekhar G. Patel and Ms. Aneri D. Patel who are retiring
by rotation and proposed to be appointed, is provided in the Notice section forming part
of this Annual Report
Other:
Your Company has received declarations from all the Independent Directors of your
Company confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has
been no change in the circumstances which may affect their status as an Independent
Director. The Independent Directors have also given declaration of compliance with Rules
6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs.
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.
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,
2025, 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, 2025 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 2024-2025 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 |
| 2016-2017 |
27/09/2017 |
26/10/2024 |
25/11/2024 |
Rs. 8,18,440/- |
02/12/2024 |
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
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 2024-2025:
| Financial Year to which dividend relates |
No. of Shares transferred |
Due date for transfer of Shares |
Execution date for Corporate Action |
| 2016-2017 |
4062 |
26/10/2024 |
10/12/2024 |
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 or before October 29, 2025 and simultaneously publish newspaper
advertisements.
The Company has appointed a Nodal Officer and 3 (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 2024 - 2025:
| Name |
Ratio to median Remuneration |
% Increase in remuneration in the financial year |
| Directors: |
|
|
| Mr. Dipakkumar G. Patel |
14.99 |
0.26 |
| Mr. Shekhar G. Patel |
14.99 |
-0.14 |
| #Dr. Tarang M. Desai |
0.04 |
-5.87 |
| #Dr. Bharat J. Patel |
0.03 |
6.60 |
| #Mr. Ashish H. Modi |
0.04 |
-2.43 |
| Ms. Aneri D. Patel |
0.03 |
57.35 |
| Ms. Palak M. Pancholi |
0.04 |
102.86 |
| *Mr. Sandeep M. Singhi |
0.01 |
- |
| *Mr. Darshankumar N. Patel |
0.01 |
- |
| *Mr. Ameetkumar H. Desai |
0.01 |
- |
| *Mr. Ashish K. Patel |
0.02 |
- |
| *Mr. Anmol D. Patel |
0.01 |
- |
| *Mr. Amanvir S. Patel |
0004 |
- |
| Chief Financial Officer |
|
|
| Mr. Rajendra Shah |
11.14 |
14.58 |
| Company Secretary |
|
|
| Ms. Jasmin Jani |
1.76 |
24.56 |
# The Independent directors tenure was from April 01,2024 to September 14, 2024.
* Directors appointed during the financial year 2024-2025.Hence no comparison is
available.
b) The percentage increase/ (decrease) in the median remuneration of employees in the
financial year: 22.94%;
c) The number of permanent employees on the rolls of Company as on March 31,2025: 111;
d) Average percentile increase/(decrease) made in the salaries of employees other than
the managerial personnel in the financial year i.e. 2024-2025 was 23.71% whereas the
increase/ decrease in the managerial remuneration (which includes remuneration of CFO and
CS) for the same financial year was 24.31%.
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)
and 5(3) 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 SEBI 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 SEBI Listing Regulations. Corporate Governance Report as stipulated in
the SEBI 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) of the SEBI Listing Regulations, BRSR, covering
disclosures on the Company's performance on Environment, Social and Governance parameters
for Financial Year 2024
- 2025, 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 31st Annual General Meeting to the conclusion
of 36th Annual General Meeting of the Company to be held in the calendar year 2027.
The Statutory Auditors have issued an unmodified opinion on the financial statements
for the financial year 2024-2025.
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:
M/s. Alap & Co., LLP, Practicing Company Secretaries [Firm Registration Number :
L2023GJ013900] (Peer Review Number: 5948/2024) were appointed as Secretarial Auditors of
your Company to conduct a Secretarial Audit of records and documents of the Company for
Financial Year 2024-2025. 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. However, the Secretarial Auditor has stated in its report
for the receipt of Warning Letter received from SEBI. The Securities and Exchange Board of
India ("SEBI") vide letter dated April 29, 2025, bearing reference no.
SEBI/HO/CFID/CFID-SEC1/P/ OW/2025/11969/1 states about the non-compliance of Regulations 4
(1) (a), (b), (c), (d), (e), (g), (h), (i), (j), Regulation 4 (2)(e)(i) and Regulation 48
of the SEBI Listing Regulations, read with IND AS 10 and 24, and failure to take prior
approval of the Audit Committee for a related party transaction.
Further, as advised by SEBI, the Action Taken Report along with corrective steps were
placed before the Audit Committee and Board of Directors at their duly held meetings on
June 20, 2025 respectively. The members of the Audit Committee and Board noted the steps
taken by the Company and advised to ensure compliance with the instructions issued by
SEBI.
The Company will inform the same to SEBI in due course within stipulated time limit
provided by SEBI.
As per the requirements of SEBI Listing Regulations, Practicing Company Secretaries of
the material unlisted subsidiary of the Company have undertaken secretarial audits for
Financial Year 2024-2025. 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 non-compliances.
The Secretarial Audit Reports of the unlisted subsidiaries viz. Madhukamal
Infrastructure Private Limited and Gatil Properties Private Limited have been annexed to
this Report.
It is proposed to appoint Alap & Co LLP, Company Secretaries (Firm Registration No.
L2023GJ013900) as the Secretarial Auditors of the Company for a period of five years w.e.f
April 01, 2025 to March 31, 2030, subject to approval of the shareholders of the Company
at the ensuing AGM.
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 2024-2025.
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.
The Board on recommendations of the Audit Committee have approved the remuneration payable
to the Cost Auditor, subject to ratification of their remuneration by the Members at this
AGM. The resolution approving the above proposal is being placed for approval of the
Members in the Notice for this AGM.
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.
The Cost Audit Report for the financial year 2023-2024 does not contain any
qualification, reservation or adverse remark. The Cost Audit Report for the financial year
2024-2025 will be submitted within the prescribed timelines.
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 and
6. Operations & 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 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 2024-2025, the Board of Directors met for Seven (7) times
viz. April 12, 2024, May 14, 2024, June 29, 2024, July 15, 2024, September 13, 2024,
October 18, 2024 and January 17, 2025. 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 COMPANIES ACT, 2013
In line with the requirements of the Act and the SEBI Listing Regulations, the Company
has formulated a policy on Related Party Transactions. The policy can be accessed on the
Company's 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 SEBI Listing Regulations, if any related
party transaction exceeds Rs.1000 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 member's 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 2024-2025 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 COMPANIES
ACT, 2013
Disclosure on details of loans, guarantees and investments pursuant to the provisions
of Section 186 of the Act and SEBI Listing Regulations, are provided in the financial
statements.
19. RISK MANAGEMENT
Pursuant to Regulation 21 of SEBI Listing Regulations, the Board members of the company
has re-constituted the Risk Management Committee during the year under review 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. Mr. Ashish Kantilal Patel |
Non-Executive - Independent Director |
Member |
| 4. Mr. Amanvir Shekhar Patel |
Non-Executive - Non 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 Company's
website at the link: https://ganeshhousing.com/assets/main/pdf/
corporate-governance/policies/Risk-Management-Policy.pdf
During the financial year 2024-2025, the committee met for Two (2) times viz. April 12,
2024 and October 29, 2024.
20. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Act, the Board members of the company has re-constituted
the Committee during the year under review 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. Mr. Ashish Kantilal Patel |
Non-Executive - Independent Director |
Member |
4. Ms. Aneri D. Patel |
Non-Executive - Non 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 Company's website at the link:
https://ganeshhousing. com/assets/main/pdf/corporate-governance/policies/
corporate-social-responsibility-policy.pdf
During the financial year 2024-2025, the committee met for Two (2) times viz. June 26,
2024 and March 08, 2025.
The annual report on Corporate Social Responsibility 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 SEBI 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 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 anonymously in order to ensure objectivity. 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 20, 2025, performance of
non-independent directors, performance of the Board as a whole and performance of the
Chairman was evaluated.
The results of evaluation can be concluded that there was a high level of board
effectiveness with no areas of major concerns and the Board committees and the Directors
were performing their duties adequately.
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 company's
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 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.
24. AUDIT COMMITTEE
The Board members of the company has reconstituted the Audit Committee during the year
under review and it comprises of total Five (5) members out of which Four (4) are
Independent and Non-executive Directors viz. Mr. Sandeep M. Singhi (Chairman), Mr.
Darshankumar N. Patel (Member), Mr. Ashish K. Patel (Member) & Ms. Palak M. Pancholi
(Member) and fifth 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. During the financial year 2024-2025, the
committee met for Six (6) times viz. May 14, 2024, June 29, 2024, July 15, 2024, September
06, 2024, October 18, 2024 and January 17, 2025.
25. VIGIL MECHANISM
Pursuant to Regulation 22 of SEBI Listing Regulations your Board has adopted the Vigil
Mechanism and Whistle Blower Policy 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 Vigil Mechanism and 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. The Company has setup an
Internal Complaints Committee (ICC) for redressal of Complaints.
During the financial year 2024-2025, the Company has received NIL complaints on sexual
harassment, out of which NIL complaints have been disposed off and NIL complaints remained
pending as of March 31,2025.
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. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the year, there were no applications made or any proceedings pending against the
Company under Insolvency and Bankruptcy Code, 2016 during the financial year.
29. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the financial year under review, there were no instances of one-time settlement
with any Bank or Financial Institution.
30. ACKNOWLEDGEMENTS
Your Directors express sincerely thanks to the Company's employees, customers, vendors
and investors for their steadfast support. They also extend heartfelt gratitude to the
Central and State Governments, relevant departments, and agencies for their invaluable
guidance and cooperation. Special thanks are due to our banking partners-Tamilnad
Mercantile Bank Limited, ICICI Bank, HDFC Bank, YES Bank and State Bank of India for their
continued trust and collaboration.
| For & on behalf of Board of Directors |
Dipakkumar G. Patel |
| Date : June 20, 2025 |
Chairman |
| Place : Ahmedabad |
(DIN: 00004766) |
|