• Corporate Governance report 2010 - 11
• Corporate Governance report 2009 - 10
• Corporate Governance report 2008 - 09
• Corporate Governance report 2007 - 08
• Corporate Governance report 2006 - 07
• Corporate Governance report 2005 - 06

Code of Coduct for Board of Directors and Senior Management Personnel of the Company

CORPORATE GOVERNANCE REPORT

1.CORPORATE GOVERNANCE PHILOSOPHY

Corporate Governance has been framed with the aim of adopting the best management practices, compliance of law and adherence to ethical standards to achieve the Company’s objective of increasing the value of stakeholders and retention of investors’ trust based on transparency, integrity, professionalism and accountability.

The Corporate Governance philosophy of the Company has been further strengthened with the adoption of Code of Conduct for Board and Senior Management Personnel and Code of Conduct for Prevention of Insider Trading for its Directors, Officers and Designated Employees as also a Code of Corporate Disclosure Practices. Thus, The Company, through its Board, Committees and Senior Managerial Personnel endeavor to strike and deliver the highest governing standards for the benefits of its Stakeholders.

2.BOARD COMPOSITION & PARTICULARS OF DIRECTORS

Board Composition
The present composition of Board is as under:

Category	No. of Directors	Percentage of Total No. of Directors
Executive Directors: [includes one Chairman & Whole-time and one Managing Director both being promoter directors]	2	28.57
Non-Executive Directors: • Independent • Non-independent (promoter)	4 1	57.14 14.29
Total	7	100.00

The composition of Directors is in conformity with the provisions of clause 49 of the listing Agreement(s) entered with the Stock Exchange(s) by the Company.

Directors’ Profile
Brief details of all the Directors, nature of their expertise in specific functional areas and the names of companies in which they hold Directorships and Memberships/ Chairmanships of Board Committees are provided below:

1. MR. DIPAKKUMAR G. PATEL, aged 43 years [Birth date: 12/11/1967] is a Promoter Director of the Company and is holding the position of Whole-time Director of the Company since 1st October, 2002. After the death of our former Chairman Late Shri Govindbhai C. Patel, Shri Patel was appointed as Chairman of the Company w.e.f. 9th November, 2009. He possesses wide experience of 20 years in construction, finance, real estate development etc. At present, Mr. Patel looks after overall policies, contruction, procurement, new projects, quality control, overseas tie up, etc. As on 31st March, 2011 he held 6229117 (19.07%) shares in the Company. He is a Director on the Board of 5 Public Companies viz. Ganesh Plantations Ltd, Ganesh Infotech Ltd, Mihika Buildcon Ltd, Starnet Software (I) Ltd and Shree Ganesh Fintrade Ltd. He is also a Director on the Board of 4 Subsidiary Companies of the Company and 50 Private Limited Companies.
2. MR. SHEKHAR G. PATEL, aged 40 years [Birth date: 09/08/1971] is a promoter Director of the Company and is holding position of Managing Director of the Company since 1st July, 1994. He possesses rich and varied experience of 16 years in construction, marketing, real estate development etc. At present, Mr. Patel looks after day to day affairs of the Company including finance, marketing, recruitment, etc. As on 31st March, 2011 he held 6994390 (21.42%) shares in the Company. He is a Director on the Board of 5 Public Companies viz. Ganesh Plantations Ltd, Ganesh Infotech Ltd, Mihika Buildcon Ltd, Starnet Software (I) Ltd and Shree Ganesh Fintrade Ltd. He is a Managing Director in one of the Subsidiary Company viz. Gatil Properties Private Limited and Director on the Board of 2 other subsidiaries. He is also Director on the Board of 50 Private Limited Companies. He is member of Audit and Shareholders’ / Investors Grievance Committees of the Company.
3. DR BHARAT J. PATEL, aged 56 years [Birth date: 07/08/1955] is a Non-executive Independent Director of the Company. He is a prominent Orthopedic Surgeon of Ahmedabad. He is practicing as an Orthopedic Surgeon in Ahmedabad for the last 31 years. He didn’t hold any shares in the Company as on 31st March, 2011. He is a Director on the Board of Starnet Software (I) Ltd and N. K. Industries Ltd.
4. DR TARANG M. DESAI, aged 53 years [Birth date: 24/07/1958] is a Non-executive Independent Director of the Company. He is a prominent consultant physician of Ahmedabad. As the consultant physician, he possesses more than 24 years of experience. He didn’t hold any shares in the Company as on 31st March, 2011. He is a Director on the Board of one of the Subsidiary Company viz. Gatil Properties Private Limited. He is member of Audit, Remuneration and Compensation and Shareholders’ / Investors Grievance Committees of the Company.
5. MR. ARVINDBHAI R. NANAVATI, aged 77 years [Birth date: 09/09/1933] is a Non-executive Independent Director of the Company. He is a retired Income Tax Officer. He possesses more than 44 years of experience in administration. He didn’t hold any shares in the Company as on 31st March, 2011. He is not a Director in any other Company. He is Chairman of Audit, Remuneration and Compensation and Shareholders’ / Investors Grievance Committees of the Company.
6. MS. LALITABEN G. PATEL, aged 65 years [Birth date: 10/11/1945] is a Non-executive Promoter Director of the Company. She has rich experience in construction and real estate development business. She was holding 4553436 (13.94%) shares in the Company as on 31st March, 2011. She is a Director in Ganesh Infotech Ltd, Starnet Software (I) Ltd and Shree Ganesh Fintrade Limited.
7. MR. ASHISH H. MODI, aged 43 years [Birth date: 12/12/1967], is a Non-executive Independent Director of the Company. He possesses over 22 years of experience in real estate and infrastructure development business especially road construction. He didn’t hold any shares in the Company as on 31st March, 2011. He is not a Director in any other Company. He is member of Audit, Remuneration and Compensation and Shareholders’ / Investors Grievance Committees of the Company.

Board/ Committee Meetings
The procedures with respect to Board Meetings and the Meetings of the Committees thereof are in total compliance with the requirements of the Companies Act, 1956, Listing Agreement with Stock Exchange(s) and other applicable laws and regulations.

Code of conduct for the Board of Directors and senior management personnel:

In terms of Clause 49 of the Listing Agreement, the Board at its meeting held on 5th December, 2005 has adopted the Code of Conduct for the Board of Directors and senior management personnel of the Company. Further, the Board of Directors of the Company recommended and adopted new Code of Conduct for the Board of Directors and senior management personnel of the Company at their meeting held on 11th December, 2010 w.e.f. 1st January, 2011. The said code has been circulated to all the members of the Board and senior management personnel. The compliance of the said code has been affirmed by them annually. A declaration signed by the Managing Director of the Company forms the part of this Report. Moreover, a copy of the Code has been put up on the Company’s website www.ganeshhousing.com.

Attendance of each Director at the Board Meetings, last AGM and the number of other Board/ Committees in which he is a Member/ Chairman

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships/ Memberships held by them in other companies is given below. Other Directorships do not include alternate directorships, directorships of Private Limited Companies, Section 25 Companies and Foreign Companies.

Name of Director	Position	Attendance Particulars		No. of Directorships in other Public Companies	Committee Memberships/ Chairmanships of other Companies
		Board Meeting	Last AGM		Member	Chairman
Mr. Dipakkumar G. Patel	Chairman and Whole-time Director	12	No	5	Nil	Nil
Mr. Shekhar G. Patel	Managing Director	12	Yes	5	Nil	Nil
Ms. Lalitaben G. Patel	Promoter and Non-Executive	8	No	3	Nil	Nil
Dr Bharat J. Patel	Non-Executive and Independent	12	No	2	1*	Nil
Dr Tarang M. Desai	Non-Executive and Independent	10	Yes	Nil	Nil	Nil
Mr. Arvindbhai R. Nanavati	Non-Executive and Independent	12	Yes	Nil	Nil	Nil
Mr. Ashish H. Modi	Non-Executive and Independent	12	Yes	Nil	Nil	Nil

*for the purpose of above only Audit and Shareholders’/Investors’ Grievance Committee is taken into consideration.

Details of Board Meetings held during the year 2010-2011
The details of Board meetings held during the year 2010-2011 are stated in the table shown hereunder:

Sr. No.	Dates of Board Meeting	No. of Directors Present
1	27/04/2010	7
2	20/05/2010	7
3	05/07/2010	7
4	14/08/2010	7
5	01/10/2010	7
6	12/10/2010	7
7	13/11/2010	6
8	11/12/2010	6
9	05/01/2011	6
10	22/01/2011	6
11	14/02/2011	6
12	01/03/2011	6

3.AUDIT COMMITTEE

Composition:
The Board has constituted Audit Committee, comprising of Three Independent Non-Executive Directors and one Executive Director. During the year under review, the said Committee was reconstituted as Mr. Shekhar G. Patel, Managing Director was appointed as a member of the Committee by Board of Directors at its meeting held on 1st October, 2010. Further, Mr. Arvind R. Nanavati is a Chairman of the Committee. He possesses adequate financial accounting knowledge. The Constitution of the Audit Committee is in line with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges read with Section 292A of the Companies Act, 1956. Mr. Vijay R. Lalaji, Company Secretary is the Secretary to the Audit Committee.

The Primary Objective of the Audit Committee is to monitor and effectively supervise the Company’s financial reporting process with a view to provide accurate, timely and proper disclosures and the integrity and quality of the financial reporting.

Terms of Reference:
The terms of reference/ powers of the Audit Committee has been specified by the Board of Directors as under:

A. The Committee has the following powers:

1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or professional advise.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

B. The role of Audit Committee shall include the following:

The role or scope of Audit Committee shall include the following:

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.
3. Reviewing with management the annual financial statements before submission to the board, focusing primarily on:
   
   • Any changes in accounting policies and practices.
   • Major accounting entries based on exercise of judgement by management
   • Qualifications in draft audit report
   • Significant adjustments arising out of audit
   • The going concern assumption
   • Compliance with accounting standards
   • Compliance with stock exchange and legal reuirements concerning financial statements
   • Any related party transaction i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large.
4. Reviewing with the management, external and internal auditors, the adequacy of internal control systems.
5. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
6. Discussion with internal auditors any significant findings and follow up there on.
7. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
8. Discussions with external auditors before the audit commence nature and scope of audit as well as have post-audit discussion to ascertain any area of concern.
9. Reviewing the company’s financial and risk management policies.
10. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

C. Information for Review:

• Management discussion and analysis of financial condition and results of operations.
• Statement of significant related party transactions (as may be defined by the audit committee), submitted by the management.
• Management letters/ letters of internal control weaknesses issued by the statutory auditors.
• Internal audit reports relating to internal control weaknesses.
• Appointment, removal and terms of remuneration of the Internal Auditors.

Meetings held during the year:
Four Audit Committee meetings were held during the year on April 27, 2010; August 14, 2010; November 13, 2010 and February 14, 2011. The time gap between any two meetings was less than four months.

Attendance of each Member of Audit Committee at Meetings:
The names of the members of the Audit Committee, and its Chairman, and details of meetings attended by them during the year are stated hereunder:

Name	Designation	No. of meetings
		Held	Attended
Mr. Arvindbhai Nanavati	Chairman of the Committee, Independent and Non-Executive Director.	4	4
Dr. Tarang M Desai	Member of the Committee, Independent and Non-Executive Director	4	3
Mr. Ashish H. Modi	Member of the Committee, Independent and Non-Executive Director	4	4
Mr. Shekhar G. Patel	Member of the Committee, Managing Director	4	2

4.SUBSIDIARY COMPANIES:

The Company has two Subsidiaries Companies viz. Gatil Properties Private Limited and Yash Organisers Private Limited. The said two Subsidiaries are neither listed on any stock exchange nor did covers under the criteria of material non listed Indian Subsidiary Company. The Financial statements of said two Unlisted Subsidiary Companies were reviewed by the Board of Directors of the Company. The Minutes of the Board of Directors of Subsidiary Companies have been regularly placed before the Board of the Company. Moreover, a statement of all the significant transactions and arrangements entered into by the unlisted subsidiary companies were periodically brought to the attention of Board of Directors of the Company. Further, two other Companies viz. Shaily Infrastructure Private Limited and Maheshwari (Thaltej) Complex Private Limited became a Subsidiaries of the Company w.e.f. 19th May, 2011 and 21st July, 2011 respectively.

5.REMUNERATION AND COMPENSTAION COMMITTEE

Change in Nomenclature:
During the year under review, the Company introduced Employee Stock Option Scheme [‘ESOP 2010”] under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 [‘SEBI Guidelines’] amongst the employees and non-executive independent directors of the Company including its Subsidiaries, if any. In terms of para 5 of the said SEBI Guidelines, the Company is required to constitute a Compensation Committee for administration and superintendence of the ESOP 2010. As Remuneration Committee was formed with the objective of the constitution of the Committee is to recommend and review compensation plans of the Managerial Personnel based on their performance, defined assessment criteria and job responsibilities, the Board deemed fit to entrust the said committee with the additional terms of reference under SEBI Guidelines.

Thus, the Board Directors of the Company at its Meeting held on 1st October, 2010, changed the Nomenclature of the said Committee from ‘Remuneration Committee’ to ‘Remuneration and Compensation Committee’ and reconstituted the said committee with additional terms of reference.

Constitution:
The Remuneration Committee has three Independent Non-Executive Directors and one Promoter Non-executive Director. During the year under review, Board of Directors of the Company reconstituted the said Committee at its meeting held on 1st October, 2010 by appointing new member Ms. Lalitaben G. Patel, Promoter and Non-executive Director of the Company.

Terms of reference:


• To review & approve/ recommend the remuneration of Managerial Personnel like Managing Director and Whole Time Directors.
• To review & recommend the remuneration policy of Non-Executive Directors of the Company.
• To perform such other functions as may be detailed in the Remuneration Committee under Schedule XIII of the Companies Act, 1956.
• To discharge such other functions or exercise such powers as may be delegated to the Committee by the Board from time to time.

Moreover, with reference to Para 5 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the said Committee was delegated with the following additional terms of references:

• The quantum of option to be granted under an ESOP 2010 per employee and in aggregate.
• The conditions under which option vested in employees may lapse in case of termination of employment for misconduct.
• The exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period.
• The specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee.
• The right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period.
• The procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporation actions such as rights issues, bonus issues, merger, sale of division and others. In this regard following shall be taken into consideration by the compensation committee:
  1. The number and the price of ESOS shall be adjusted in a manner such that total value of the ESOS remains the same after the corporate action.
  2. For this purpose global best practices in this area including the procedures followed by the derivative markets.
  3. The vesting period and the life of the options shall be left unaltered as far as leave.
• The grant, vest and exercise of Option in case of employees who are on long leave.
• The procedure for cashless exercise of options.

Meeting:
The Remuneration Committee met on October 01, 2010; November 01, 2010; December 01, 2010 and February 01, 2011 during the Financial Year 2010-2011.

Attendance:
The names of the members of the Committee, its Chairman and the details of meetings attended by them are stated hereunder:

Name	Designation	Meetings
		Held	Attended
Mr. Arvindbhai Nanavati	Chairman of the Committee, Independent and Non-Executive Director.	4	4
Dr. Tarang M Desai	Member of the Committee, Independent and Non-Executive Director	4	3
Mr. Ashish H. Modi	Member of the Committee, Independent and Non-Executive Director	4	4
Ms. Lalitaben G. Patel	Member of the committee, Promoter and Non-Executive Director	4	3

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