• 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

Remuneration Policy and Details of Remuneration to all Directors:
The remuneration paid to the Executive Directors viz. Managing Director and Whole-time Director of the Company is recommended by Remuneration and Compensation Committee [previously known are ‘Remuneration Committee’] and the Board of Directors and approved by the Shareholders. The remuneration of the Executive Directors has two components: fixed pay and variable pay. While the fixed pay is paid to the Directors on monthly basis, variable pay includes Commission payable to executive directors which is based on Net Profit of the Company.
The Non-executive Directors are paid Sitting Fees within the limits that could be paid without the approval of the Central Government, for attending Board / Committee Meetings.
During the financial year 2010-2011 remuneration of Rs. 60,00,000/- each was paid to Mr. Shekhar G. Patel, Managing Director and Mr. Dipakkumar G. Patel, Chairman and Whole-time Director of the Company. According to the Articles of Agreement entered into between the Company and the abovementioned Directors, they were entitled to commission of 1% on the net profits of the Company calculated as per the provisions of Section 349 and 350 of the Companies Act, 1956. During the year under review, the said managerial personnel waived the commission payable to them.
In addition to this, non-executive directors were paid Sitting Fees of Rs. 2,09,800 /-. Further, none of the Non-executive Independent Directors, eligible under ESOP 2010 Scheme, has been granted any Options under the Employees Stock Option Scheme [ESOP 2010] of the Company.

6.SHAREHOLDERS’/ INVESTORS’ GRIEVANCE COMMITTEE

Composition:
The Shareholders’/ Investors’ Grievance Committee consists of three Independent Non Executive Directors and one Promoter Director. During the year 2010-2011, the Board of Directors of the Company reconstituted the said Committee at their meeting held on 1st October, 2010 by appointing new member viz. Mr. Shekhar G. Patel, Managing Director of the Company.
This Committee is specifically responsible for the Redressal of shareholders’ / Investors’ grievances related to non-receipt of Annual reports, non-receipt of declared dividend, Transfer/ Transmission/ Demat of Shares/ Issue of Duplicate Share Certificates, etc. The Committee also oversees the performance of the Registrar & transfer agents of the Company relating to the investors’ services and recommend measures for improvement.

The Terms of Reference:
The terms of reference of the Investors’ Grievance Committee, inter alia, include the following:

• Investor relations and redressal of shareholdings’ grievances in general & relating to non-receipt of dividends, non- receipt of annual reports, etc. in particular.
• Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements by such a Committee.

Meetings:
The Committee held fifteen meetings during the Financial Year 2010-2011.

Attendance:
The committee whose terms of reference have been specified as per clause 49 of the Listing Agreement consists of:

Name	Designation	Meetings
		Held	Attended
Mr. Arvindbhai Nanavati	Chairman of the Committee, Independent and Non-Executive Director.	15	15
Dr. Tarang M Desai	Member of the Committee, Independent and Non-Executive Director	15	13
Mr. Ashish H. Modi	Member of the Committee, Independent and Non-Executive Director	15	15
Mr. Shekhar G. Patel	Member of the Committee, Managing Director	15	7

The Composition, powers, role and terms of reference of the Committee are in accordance with the provisions of Clause 49 of the Listing Agreement(s).

Name and designation of Compliance Officer
Ms. Priti Jani, Deputy Manager (Secretarial) being qualified Company Secretary, is the Compliance Officer of the Company.

Details of complaints received and redressed:

Number of complaints outstanding as on 01/04/2010	- Nil
Number of complaints received from the investor from 01/04/2010 to 31/03/2011	- 8
Number of complaints solved to the satisfaction of the Investors as on 31/03/2011	- 8
Number of complaints pending as on 31/03/2011	- Nil

7.SHARE ALLOTMENT COMMITTEE

Composition:
During the year under review, the Company implemented ESOP Scheme amongst the Employees and Non-executive Directors of the Company and its Subsidiaries, if any. Hence, in order to carry out effective implementation of ESOP Scheme the Board of Director at its meeting held on 1st October, 2011 constituted Share Allotment Committee for purpose of allotting Shares to employees / non-executive Directors on Conversion of Options into Shares. The said Committee is consisting of following Directors as the Members of the Committee:

Name	Designation
Mr. Dipakkumar G. Patel	Chairman of the Committee, Chairman & Whole-time Director of the Company.
Mr. Shekhar G. Patel	Member of the Committee, Managing Director of the Company.
Ms. Lalitaben G. Patel	Member of the Committee, Promoter & Non-executive Director of the Company.

Meetings:
No meeting was held during the year under review as the Options are yet unvested.

8.GENERAL BODY MEETINGS:

Details of last three Annual General Meetings are as follows:

Year	Date	Time	Venue
2007-2008	September 27, 2008	3.00 p.m.	1st Floor, “Samudra” Nr Klassic Gold Hotel Off C G Road, Ellisbridge Ahmedabad–380 006.
2008-2009	September 30, 2009	3.00 p.m.	1st Floor, “Samudra” Nr Klassic Gold Hotel Off C G Road, Ellisbridge Ahmedabad–380 006.
2009-2010	September 30, 2010	3.00 p.m.	Ganesh Corporate House, 100 feet, Hebatpur-Thaltej Road, Nr. Sola Bridge, Off. S. G. Highway, Ahmedabad 380 054

SPECIAL RESOLUTIONS
Two Special Resolutions were put through in the last three years’ Annual General Meetings.
One Extra Ordinary General Meeting was held during the year 2010-2011.

POSTAL BALLOTS
No ordinary or special resolutions were passed through a postal ballot during the year 2010-2011.

DISCLOSURE

9.DISCLOSURE

1. Material Related Party Transaction:
   None of the transactions with any of the related parties were in conflict with the interest of the Company. Attention of members is drawn to the disclosure of transactions with the related parties set out in Notes on Accounts - Schedule ‘19’, forming part of the Annual Report.
   The Company's major related party transactions are generally with its Subsidiaries and Associates. The related party transactions are entered into based on considerations of various business exigencies such as synergy in operations, sectoral specialization and the Company's long term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates. All related party transactions are negotiated on arm length basis and are intended to further the interests of the Company.
   The directors regularly make full disclosures to the Board of Directors regarding nature of their interest in the Companies in which they are directors or members. Full particulars of contract entered with the companies/ partnership firms in which the directors are directly or indirectly concerned or interested are entered in the Register of Contract maintained under Section 301 of the Companies Act, 1956 and the same is placed in every Board meeting for the noting of the directors.
2. Compliances
   There were neither any instances of non-compliance by the Company nor there were any penalties or strictures imposed on the Company by the Stock Exchange/(s) or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years.
3. Risk Management
   Business risk evaluation and management is an ongoing process within the Company. During the year under review, the Management reviewed the risk management and minimization procedure adopted by the Company covering the business operations of the Company. The Company has taken insurance of all the projects including Corporate House of the Company.
4. Proceeds from public issues, rights issues, preferential issues etc.
   During the year under review, the Company has not raised any proceeds from public issue, right issue, preferential issues, etc.
5. CEO/ CFO Certification
   In terms of revised Clause 49 of Listing Agreement, the Certification by Chairman & Whole-time Director & Managing director has been obtained and the said certification has been placed before the Board Members of the Company for perusal.

10.MEANS OF COMMUNICATION

(a)	Half yearly report	Half yearly report is not sent to shareholders
(b)	Quarterly Results	Normally quarterly results of the Company are published in: Economic Times (English) and Economic Times (Gujarati)
(c)	Website where results are displayed	www.ganeshhousing.com
(d)	Whether it also displays official news, release and the presentation made to institutional investors to the analysts.	Yes
(e)	Whether Management Discussions & Analysis forms part of Annual Report.	Yes

11.GENERAL SHAREHOLDER INFORMATION

1. Date, time and venue of 20th Annual General Meeting
   On Friday, September 30, 2011 at 3.00 p.m.
   At:
   The Registered Office of the Company
   Ganesh Corporate House
   100 Feet Hebatpur – Thaltej Road,
   Near Sola Bridge, Off. S. G. Highway,
   Ahmedabad - 380 054.
2. Financial Calendar:
   (Tentative and subject to change for the financial year 2011-2012)

   Quarter ending	Quarter ending Quarter ending
   June 30, 2011	Second week of August, 2011
   September 30, 2011	Second week of November, 2011
   December 31, 2011	Second week of February, 2012
   March 31 , 2012	End of May, 2012
   Annual General Meeting for the year ending March 31, 2012	End of September, 2012

3. Date of Book Closure
   16th September, 2011 (Friday) to 30th September, 2011 (Friday) (Both the days inclusive)
4. Dividend Payment Date
   The final dividend, if approved by the shareholders, shall be paid on or after October 04, 2011, within the statutory time limit.
5. E. Listing on Stock Exchanges :
   

   BOMBAY STOCK EXCHANGE LTD 1ST FLOOR, NEW TRADING RING ROTUNDA BUILDING P J TOWERS DALAL STREET FORT, MUMBAI – 400 001

   NATIONAL STOCK EXCHANGE OF INDIA LTD. EXCHANGE PLAZA, PLOT NO. C/1, G BLOCK BANDRA-KURLA COMPLEX BANDRA €, MUMBAI – 400 051

   Listing fees for the financial year 2011-2012 have been paid to the aforesaid Stock Exchanges.
6. Stock Code / Symbol
   

   (i) Bombay Stock Exchange Ltd Scrip ID Scrip forms part of BSE Small Cap Index.	- 526367 - GANESHSG
   (ii) National Stock Exchange Of India Ltd Company Symbol ISIN No. Equity shares NSDL/CDSL	- GANESHHOUC - INE 460C01014

7. Market Price Data:
   The Monthly high/low and the volume of the Company’s shares traded on stock exchanges and the Monthly high /low of the said exchanges are as follows:

   	Company			BSE
   Month	High (Rs.)	Low (Rs.)	Volume (Nos.)	BSE Sensex (High)	BSE Sensex (Low)
   April 2010	197.95	171.00	1017988	18047.86	17276.80
   May 2010	186.80	147.30	326951	17536.86	15960.15
   June 2010	182.00	153.05	191459	17919.62	16318.39
   July 2010	204.80	168.00	306810	18237.56	17395.58
   August 2010	225.90	178.65	799048	18475.27	17819.99
   September 2010	250.10	190.45	2411141	20267.98	18027.12
   October 2010	279.90	238.25	1167873	20854.55	19768.96
   November 2010	268.00	171.00	274553	21108.64	18954.82
   December 2010	235.60	169.00	200768	20552.03	19074.57
   January 2011	223.85	156.00	401779	20664.80	18038.48
   February 2011	174.90	135.25	93223	18690.97	17295.62
   March 2011	169.50	141.00	231797	19575.16	17792.17

   	Company			NSE
   Month	High (Rs.)	Low (Rs.)	Volume (Nos.)	BSE Sensex (High)	BSE Sensex (Low)
   April 2010	198.70	170.45	1152993	5399.65	5160.90
   May 2010	184.50	147.25	423343	5278.70	4807.30
   June 2010	180.00	153.00	284614	5366.75	4961.05
   July 2010	205.00	171.00	402217	5477.50	5225.60
   August 2010	225.00	178.75	1074210	5549.80	5348.90
   September 2010	250.00	189.00	4005685	6073.50	5403.05
   October 2010	290.70	236.25	2072920	6284.10	5937.10
   November 2010	269.80	170.60	510208	6338.50	5690.35
   December 2010	234.90	170.10	510245	6147.30	5721.15
   January 2011	224.25	155.60	742224	6181.05	5416.65
   February 2011	174.90	135.25	324595	5599.25	5177.70
   March 2011	164.70	123.65	247532	5872.00	5348.20

8. Registrar and Transfer Agents:
   M/s. MCS Limited, 101 Shatdal Complex, Opp. Bata Show Room, Ashram Road, Ahmedabad – 380 009, Tel. Nos. 079 - 26582878, 26581296, 26584027, Fax No. 079 – 30070678.
9. Share Transfer System
   Transfers in physical form are lodged with the Company/ Transfer Agent. The Transfer Agent has complete computerized facility for processing the transfer. After verification of the transfers lodged in physical form, the transfer agent prepares a statement of transfers which is reviewed by the Shareholders/Investors Grievances Committee of Directors and if in order, the transfers are approved generally once in a fortnight. The share certificates duly transferred are then sent by the transfer agent to the transferees, which complete the transaction. In case of any complaint from shareholder for delay in transfer, the matter is actively followed up by the Company with the transfer agent and the same is resolved to the satisfaction of the shareholder.
10. Distribution of shareholding (As on March 31, 2011)
    
    (a) On the basis of Nominal value of each Share held.
    

    Shareholding of Nominal Value of Rs.	No. of Shareholders	Percentage to total Shareholders	No. of shares held	Percentage to total shares held
    Upto 500	10422	92.38	766101	2.35
    501-1000	373	3.31	291964	0.89
    1001-2000	179	1.59	265638	0.81
    2001-3000	87	0.77	219011	0.67
    3001-4000	38	0.34	134314	0.41
    4001-5000	27	0.24	124460	0.38
    5001-10000	53	0.47	398580	1.22
    10001 and Above	102	0.90	30455812	93.26
    TOTAL	11281	100.00	32655880	100.00

    
    (b) On the basis of Category
    

    Category	No. of shares held	Percentage to total shares held
    Indian Promoters	18374723	56.27
    MF/UTI	1767923	5.41
    FIs/Banks	1800	0.01
    FIIs	6107283	18.70
    Corporate Bodies	1723923	5.28
    HUF/NRIS	351041	1.07
    Indian Public	4329187	13.26
    TOTAL	32655880	100.00

    
11. Dematerialization of Shares and Liquidity
    

    Electronic /Physical	No. of Shares	Percentage (%)
    NSDL	29782248	91.20
    CDSL	2472219	7.57
    Physical	401413	1.23
    Total	32655880	100.00

    
    32254467 equity shares were held in the demat form as on 31st March, 2011, constituting 98.77% of the total paid up share capital.
    The shares are actively traded on Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. For those shareholders who hold the shares in physical form may contact Depository Participant.
12. Outstanding GDRs/ ADRs/Warrants or any Convertible instruments conversion date and likely impact on equity
    The Company has not issued any GDRs/ ADRs/ Warrants or any Convertible instruments till date. Hence, there are no outstanding GDRs/ ADRs/ Warrants or any Convertible instruments.
13. Plant Locations
    The Company is engaged in Construction and infrastructure development business. The Company does not have any plant or factory.
14. Address for Correspondence
    All enquiries, clarifications and Correspondence should be addressed to the Compliance Officer at the following address:
    Ms. PRITI JANI
    Deputy Manager (Secretarial) & Compliance Officer
    Ganesh Housing Corporation Limited
    Ganesh Corporate House
    100 Feet Hebatpur – Thaltej Road
    Near Sola Bridge, Off. S. G. Highway,
    Ahmedabad - 380 054.
    Tel. No. 6160 8888
    Fax No. 6160 8889
15. Compliance Certificate of the Auditors
    A Certificate from the Auditors of the Company M/s. J M Parikh & Associates, Chartered Accountants, Ahmedabad confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Directors’ Report forming part of the Annual Report. The said certificate has also been forwarded to the Stock Exchanges in India where the securities i.e. equity shares of the Company are listed.

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To
The Members
Ganesh Housing Corporation Limited,
Ahmedabad

We have examined the compliance of conditions of Corporate Governance by Ganesh Housing Corporation Limited for the year ended 31st March, 2011 as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and representations made by the Directors and management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the abovementioned Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that the Registrars and Share Transfer Agents of the company have maintained records to show the Investors Grievances against the Company and have certified that on 31st March, 2011 there were no investor grievances remaining unattended/pending for more than 30 days.

We further state that such compliance is neither an assurance as to the future viability of the Company nor to the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

FOR J.M. PARIKH & ASSOCIATES
CHARTERED ACCOUNTANTS

PLACE: AHMEDABAD
DATE : 12/08/2011

KAUSHAL SHAH
PARTNER
MEMBERSHIP NO.:- 127379
FRN:- 118007W

DECLARATION BY THE MANAGING DIRECTOR

This is to confirm that the Company has adopted a Code of Conduct for its Board Members and the senior management personnel and the same is available on the Company’s website.

I confirm that the Company has in respect of the financial year ended March 31, 2011, received from the senior management personnel of the Company and the members of the Board, a declaration of compliance with the Code of Conduct as applicable to them.