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Ganesh Housing Corporation Ltd.
BSE Code 526367
ISIN Demat INE460C01014
Book Value (Rs) 145.62
NSE Code GANESHHOUC
Dividend Yield % 1.29
Market Cap(Rs Mn) 71245.93
TTM PE(x) 26.30
TTM EPS(Rs) 32.49
Face Value (Rs) 10  
March 2015

DIRECTORS' REPORT

DEAR SHAREHOLDERS,

Ganesh Housing Corporation Limited,

Your Directors have pleasure in presenting the Twenty Fourth Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2015.

2. REVIEW OF OPERATIONS

Financial performance of the year:

Our total income on standalone basis increased to Rs. 18449.03 lacs from Rs. 17766.49 lacs in previous year, at the growth rate of 3.70%. Further, during the year under review the Company booked other income of Rs. 260.75 lacs.

Total Expenditure (excluding interest & financial charges and depreciation) of the Company increased from Rs. 7117.52 lacs to Rs. 9107.56 lacs. After providing for interest and financial charges of Rs. 5266.13 lacs and depreciation of Rs. 298.82 lacs, the Profit before Tax stood at Rs. 4037.27 lacs and Net Profit after Tax (PAT) at Rs. 3170.75 lacs. Further, after providing appropriations of Rs. 1029.21 lacs, the balance i.e. Rs. 33961.16 lacs was carried to Balance Sheet.

Changes in Equity Share Capital:

During the year under review the Company has allotted 12,666 equity shares of Rs. 10/- each (Premium Rs. 161/-) pursuant to conversion of Employee Stock Options on 21st July, 2014. Consequently the issued, subscribed and paid up share capital of the Company increased from 32655880  to 32668546.

Material Changes and Commitments after close of financial year:

The Members of the Company authorized Board of Directors of the Company for the issue of Non-Convertible Debentures on Private Placement Basis upto Rs. 100 Crores vide the resolution passed at the Extraordinary General Meeting of the Company dated 28th February, 2015. Thereafter, the Board issued and allotted 3000 Non-Convertible Debentures of Rs. 100000/- each on private placement basis on 17th April, 2015.

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 10.00 lacs to the General Reserve out of the amount available for appropriation.

4. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.60/- (Previous year Rs. 2.60/-) per equity share of Rs. 10/-each for the year ended 31st March, 2015. This will absorb Rs. 849.38 lacs. The Company will pay dividend distribution tax amounting to Rs. 169.82 lacs to the Central Government.

5. FUTURE OUTLOOK

The Indian real estate market which mainly comprises of Residential, Commercial, Retail and Hospitality sub-segments, has come a long way, transforming from un-organized to one of the most dynamic and organized sectors of the economy. The new government has initiated many forward looking and pragmatic reforms and regulations that are bound to have a long-term and positive impact on the sector. These include:

a) Notification by the Securities & Exchanges Board of India (SEBI) on the Real Estate Investment Trusts (REITs) regulations making REIT more feasible by allowing internationally acclaimed investment structure in India.

b) Unveiling of initiatives like 100 Smart Cities and a commitment to Housing for All are expected to go a long way in boosting sustained investments and developments in the sector.

c) Amendment to the Foreign Direct Investment (FDI) rules by reducing the minimum built-up area from 50,000 sq. mt. to 20,000 sq. mt., as well as reduction in capital requirement from US$ 10 million to US$ 5 million, which is to be achieved within six months from the date of commencement of the project. The exit norms have also been simplified, making it attractive for investors in the sector.

Moreover, the Ahmedabad real estate sector is undergoing a rapid transition and transformation. A slew of infrastructure development projects undertaken in the last few years have completely changed the real estate scenario in the city. These developments have changed the demographics of the city, with new areas and localities emerging as new pockets of growth and expansions. Today, localities like Sanand, Bopal, Science City, Thaltej, S. G. Highway, Satellite and Ashram Road are witnessing surge in development of both residential and commercial projects.

Looking to the aforesaid positivity, the Company has embarked on its most aspirational Project till date that promises to put Ahmedabad on the map of premium international class homes and offices. The Company through its subsidiary viz. Essem Infra Private Limited has launched a residential project inspired by the famous French Alfresco style open-garden homes called Maple Tree-Garden Homes Project. It is situated near Thaltej and is spread over a vast expanse of 13,53,744 sq. ft. the project has 512 unit of 3BHK, 4BHK and 3BHK Penthouses.

The Company will also carry out a commercial and retail development along with Maple Tree Project under the name and style "Maple Trade Centre" and "Maple Shopola". Maple Trade Centre takes office space to the next level of elegance with deep design and meticulous planning. It offers office space comprising 13 storeys and ranging from 750 sq. ft. to 4000 sq. ft. with total saleable areas of 3,41,147 sq. ft. Maple Shopola consist of 66 shops which is below the Maple Tree Garden Homes and Maple Trade Centre Project having total saleable area of 1,33,883 sq. ft.

Over and above the aforesaid project, the Company is also planning to launch its most awaited Mega Projects viz. (1) Township Project - Smile City 1 & Smile City 2 and (2) Special Economic Zone Project. Moreover, continuing upon the tremendous response and appreciation of our residential projects Malabar County 1 and Malabar County 2, we are also planning to launch Malabar County 3, a residential Project.

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. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The Company has four Subsidiaries viz. Gatil Properties Private Limited, Yash Organiser Private Limited, Shaily Infrastructure Private Limited and Maheshwari (Thaltej) Complex Private Limited as on 31st March, 2015. Out of the said Companies, Gatil Properties Private Limited and Maheshwari (Thaltej) Complex Private Limited are the material non-listed Indian Subsidiary Companies. Further, Essem Infra Private Limited became the Subsidiary Company w.e.f. 1st April, 2015.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013 read with Clause 32 of Listing Agreement entered into with the Stock Exchanges, we have prepared  Consolidated Financial Statement of the Company and all its subsidiaries in accordance with the relevant accounting standards which forms part of the Annual Report. Further, a statement containing the salient features of the financial statements of our 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 our website viz. www.ganeshhousing.com

8. EMPLOYEES STOCK OPTIONS SCHEME

The Company implemented the Employees Stock Option Scheme ("ESOP 2010") in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI Guidelines"). Further, the terms of references with regard to administration and monitoring of the ESOP 2010 had been looked after by Nomination and Remuneration Committee.

As required by Clause 12 of SEBI Guidelines, information with respect to active stock Options as at 31st March, 2015 is given below

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment:

As per the provisions of Sub-section (6) of Section 152 of the Companies Act, 2013, Mr. Dipak G. Patel, Chairman and Whole-time Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Board recommends his re-appointment.

During the year under review, the members approved the appointments of Dr. Bharat J. Patel, Dr. Tarang M. Desai and Mr. Ashish H. Modi as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Mr. Shekhar G. Patel as the Managing Director of the Company for the further term of 5 years w.e.f. 1st July, 2014.

The Independent Directors of the Company had submitted a declaration at the time of their appointment that they meet the criteria of independence as per the provisions of Companies Act, 2013 and Listing Agreement. Further, similar declaration had been received from them at the first meeting of Board of Directors of the Company for the financial year 2015-2016.

Further, Ms. Aneri D. Patel was appointed as an Additional Non-Executive Director by the Board of Directors at their meeting held on 17th April, 2015 to hold office until the ensuing Annual General Meeting.

The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee and Audit Committee, appointed Mr. Nilesh Shah as Chief Financial Officer of the Company w.e.f. 1st October, 2014.

Brief resume of the Directors proposed to be appointed/ re-appointed, nature of their experience and other details, as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the 24th Annual General Meeting of the members of the Company.

Resignation:

During the year under review, two independent directors viz. Mr. Sanjay M. Kothari and Mr. Arvind R. Nanavati resigned as Director w.e.f. 5th May, 2014. Further, Ms. Lalitaben G. Patel resigned as a Director of the Company w.e.f. 17th April, 2015.

The Board placed on record its deep appreciation for the valuable contribution made by Mr. Kothari, Mr. Nanavati and Ms. Patel during their tenure as Director of the Company.

10. DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2015, 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, 2015 and of the Profit and 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.

11. UNCLAIMED AND UNPAID DIVIDENDS

Amount of Rs. 1,28,99,377/- is lying in the unpaid equity dividend account of the Company as on 31st March, 2015. Further, during the year under review Rs. 5,85,890/- pertaining to unpaid/unclaimed dividend for the financial year 2006-2007 has been transferred to Investor Education and Protection Fund Account.

Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956 (the corresponding provision in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), dividend which is unclaimed/ unpaid for period of seven years from the date it became due for payment, is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claims. Attention is drawn that the unclaimed/unpaid dividend for the financial years 2007-08 is due for transfer to IEPF on 26th September, 2015; hence, the said unpaid/unclaimed dividend will be transferred to IEPF A/c on or before 26th October, 2015. In view of this, the Members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company/Company's Registrar and Share Transfer Agent, MCS Share Transfer Agent Limited. The details of the consolidated unclaimed/unpaid dividend details as required by the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, for all the unclaimed/unpaid dividend accounts outstanding (drawn up to the date of Twenty Third Annual General Meeting on September 15, 2015) in terms of the Ministry of Corporate Affairs Notification No. G.S.R. 352 (E) dated May 10, 2012 has been uploaded on the Company's website: www.ganeshhousing.com

12. STATUTORY DISCLOSURES

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided as Annexure - A.

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:

Note:

* Mr. Sanjay M. Kothari and Mr. Arvind R. Nanavati resigned as director w.e.f. 05/05/2014 and no sitting fees was paid to them during the period of their office for F.Y. 2014-2015;

c) The percentage decrease in the median remuneration of employees in the financial year: 0.78;

d) The number of permanent employees on the rolls of Company as on 31st March, 2015: 122;

e) Relationship between average increase in remuneration and Company performance:- The Profit before Tax for the financial year ended 31st March, 2015 decreased by 25.99% whereas the decrease in median remuneration was 0.78%. The average decrease in median remuneration was in line with the performance of the Company.

g) • Variations in the market capitalisation of the Company: The market capitalisation as on 31st March, 2015 was Rs. 33828. 30 lakhs as compared to Rs. 26385.95 lakhs as on 31st March, 2014. Hence, the increase is market capitalisation is 28.21%.

• Price Earnings ratio of the Company as at 31st March, 2015 is 10.66 compared to 6.34 as at 31st March, 2014.

• Percent increase over/decrease in the market quotations of the shares of the Company as compared to the rate at which the Company came out with the last public offer in the year:- The Company had come out with a public offer in the year 1993 for 21,00,000 equity shares of Rs. 10/-each for cash at par. The market price of the equity shares of the Company as on 31st March, 2015 was Rs. 102.20/- (BSE) and Rs. 103.55 (NSE) for face value of Rs. 10/- each representing an increase of 922.00% and 935.50% respectively.

ch) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 6.14% whereas the increase/decrease in the managerial remuneration for the same financial year was 65.78%.

The remuneration of Managing Director and Whole-time Director was Rs. 5.00 lakhs p.m. since last 5-6 years. Further, the duties and responsibilities of managerial personnel have increased manifold as many projects are at different stages of implementation. The Company has embarked upon a massive expansive drive by undertaking various projects. Considering the strenuous efforts put in by Mr. Dipak G. Patel as Whole-Time Director and Mr. Shekhar G. Patel, Managing Director of the Company, it was proposed to revise the remuneration as Rs. 10.00 lakhs p.m. w.e.f. 1st July, 2014 with proportionate increase in the perquisites.

i) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

j) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

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

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 Companies (Accounts) Rules, 2014 are given in Annexure - B annexed hereto and forms part of this Report.

management Discussions & analysis report

Management Discussion & Analysis report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is annexed as Annexure - C hereto and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with the Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed as Annexure - D hereto and forms part of this Report.

Certificate from the Statutory Auditors M/s. J. M. Parikh & Associates, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

13. AUDITORS AND AUDITORS' REPORT

Statutory Auditor:

M/s. J. M. Parikh & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors of the Company were appointed as the Auditor of the Company at the 23rd Annual General Meeting held on 15th September, 2014 to hold the office till the conclusion of the twenty sixth Annual General Meeting to be held in the year 2017. In terms of first proviso to Section 139 of Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s. J. M. Parikh & Associates, Chartered Accountant, Ahmedabad, is placed for ratification by the Shareholders. In this regard, the Company has received a Certificate from the Auditor to the effect that if their appointment will be ratified, it would be in accordance with the provisions of Section 141 of Companies Act, 2013.

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

Secretarial Auditor:

As per provisions of Section 204 of Companies Act, 2013, the Board of Directors of the Company appointed C.S. Anand Lavingia, Practising Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report for the financial year 2014-2015, is annexed herewith marked as Annexure - E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditor:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, as amended, Construction Industry is covered under the ambit of mandatory cost audits from the financial years commencing on or after 1st April, 2014. Accordingly, the Board of Directors at their meeting held on 14th August, 2014, appointed M/s. J. B. Mistri & Co., Cost Accountants, Ahmedabad as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2015.

Further, in terms of Companies Act, 1956 and Rules prescribed thereunder, the Cost Compliance Report for the year 2013-2014 has been filed under Form A XBRL mode within the due date of filing.

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.

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

The Board of Directors of the Company at its meeting held on 30th May, 2014 approved and adopted Nomination and Remuneration Policy as recommended by Nomination and Remuneration Committee w.e.f. 1st June, 2014. The Nomination and Remuneration Policy framed by the Company as per the provisions of section 178(4) of the Act, is attached as Annexure - F.

15. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as provided under sub-section (3) of Section 92 of Companies Act, 2013 for the financial year 2014-2015 is attached as Annexure - G.

16. MEETINGS OF BOARD

During the financial year 2014-2015, the Board of Directors met for Eleven (11) times viz. 8th May, 2014; 30th May, 2014; 21st July, 2014; 14th August, 2014; 30th September, 2014; 13th October, 2014; 14th November; 2014; 30th December, 2014; 3rd February, 2015; 10th February, 2015 and 4th March, 2015 respectively.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED IN SECTION 188(1) OF THE COMPANIES ACT, 2013

During the year under review there were no contracts or arrangements with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013. 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.

Members may refer to the notes to the accounts for details of related party transactions. 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 Listing Agreement. Since all Related Party Transactions entered into by the Company were in ordinary course of business and were on arms' length basis, Form AOC-2 is not applicable to the Company.

Policy on related party transactions was considered and approved by the Board at its Meeting held on 30th September, 2014 to be effective from 1st October, 2014. The policy has also been uploaded on the website of the Company at www.ganeshhousing.com

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

Pursuant to Section 186 of Companies Act, 2013, the particulars of loans given, investments made, guarantees given and securities provided for business purpose are stated in the standalone financial statement. Please refer to Note Nos. 43, 13 & 33 to the standalone financial statement.

19. RISK MANAGEMENT

As per Clause 49 of listing agreement, 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

In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. Thus, the Company has in place risk management policy which also includes identification of elements of risk, if any, which in the opinion of the board may threaten the existence of the company.

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: www.ganeshhousing.com

The annual report on CSR containing particulars as specified under Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is as per Annexure - H to the Report.

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

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

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 and structure, effectiveness of board processes, information 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.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues 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, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

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 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 Audit Committee comprises of total three members out of which two are Independent and Non-executive Directors viz. Mr. Ashish H. Modi (Chairman) & Dr. Tarang M.

Desai, Member and third member is Managing Director viz. Mr. Shekhar G. Patel. All the recommendations made by the Audit Committee were accepted by the Board.

25. VIGIL MECHANISM

The Company has adopted the whistle blower mechanism for directors and employees to report concern about unethical behaviour, actual or suspected fraud, or violation of Company's Code of Conduct and Ethics. The whistle blower policy is available on the website of the Company. The web link of the same viz. www.ganeshhousing.com

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 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 2014-15, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed of and appropriate action taken and Nil complaints remain pending as of 31st March, 2015.

27. ACKNOWLEDGMENTS

Your directors express a deep sense of gratitude for assistance and co-operation received from customers, vendors and shareholders and banks viz. Tamilnad Mercantile Bank Limited, HDFC Bank Ltd, Canara Bank, Karnataka Bank and JSC VTB Bank as well as various NBFC Lenders, Central & State Government authorities, other business associates, who have extended their valuable support during the year under review. Your directors take this opportunity to place on record their gratitude and appreciation for the unstinted supports of all the employees at all the levels of the Company.

For & on behalf of Board of Directors

Dipak G. Patel

Chairman

(DIN: 00004766)

Place : Ahmedabad

Date : 30th June, 2015