Dear Shareholders,
 
 Ganesh Housing Corporation Limited,
 
 The Directors have pleasure in presenting the Twentieth Annual Report
 and the Audited Accounts for the Financial Year ended 31st March, 2011.
 
 STANDALONE FINANCIAL RESULTS:
 
                                                        (Rs. in Lacs)
 
 PARTICULARS                                 YEAR ENDED    YEAR ENDED
 
                                             31-03-2011    31-03-2010
 
 Net Sales / Income from operations            18121.86      12828.04
 
 Total Expenditure                              4594.11       5827.95
 
 Interest                                       2517.41       1399.32
 
 Gross Profit before dep. and taxation          7111.52       5600.77
 
 Depreciation                                    104.98        143.83
 
 Net Profit / Loss before tax                   7216.50       5456.94
 
 Less: Provision for taxation                   1450.00        930.00
 
 Less: Provision for Wealth Tax                    3.37          3.72
 
 Add/ (Less): Deferred Tax                        10.64          4.87
 
 : (Short) / Excess provision of income 
 tax of earlier years w/off                       (0.01)       231.96
 
 : (Short) / Excess provision of Wealth 
 Tax of earlier years w/off                        0.05         (0.04)
 
 : (Short) / Excess provision of Fringe 
 Benefit Tax of earlier years w/off               (0.56)        (0.16)
 
 Profit After Tax                               5773.24       4759.85
 
 Add: Extra ordinary items                            -             -
 
 Net Profit after extra ordinary items          5773.24       4759.85
 
 Income Tax & expenses of earlier years               -             -
 
 Profit available for appropriation             5773.24       4759.85
 
 Add: Balance of Profit brought forward 
 from last year                                18704.40      15382.25
 
 Total Amount available for appropriation      24477.64      20142.10
 
 Appropriations:
 
 (a) General Reserve                             600.00        750.00
 
 (b) Dividend on Equity shares                   718.43        587.81
 
 (c) Tax on Dividend                             119.32         99.89 
 
 Balance carried to Balance Sheet              23039.89      18704.40
 
 REVIEW OF OPERATIONS
 
 In spite of the slowdown of the economy, there was a significant
 improvement in the operations of the Company. Income from operations
 rose from Rs. 12828.04 lacs to Rs. 18121.86 lacs, showing an increase
 of 41.27% over the corresponding figures of the last year. Net profit
 after tax (PAT) increased by 21.29% from Rs.4759.85 lacs to Rs. 5773.24
 lacs.
 
 During the year under review, Mahalaya-2 scheme for construction of 56
 bungalows was successfully completed and the possessions of the said
 bungalows were given to the Prospective Acquirers. The construction of
 764 units of SATVA, SUYOJAN, MAPLE COUNTY, MAPLE COUNTY-2 and
 SHANGRI-LA was in full swing. Company started giving possessions of
 some units in SATVA scheme. For completion of these projects the
 Company recruited professionals from different discipline. Latest
 methods for construction were also applied. Further, the Company
 conceived various projects to be rolled out in the current financial
 year.
 
 FUTURE OUTLOOK
 
 Your Company''s focus has remained Ahmedabad. The city offers tremendous
 potential for growth in the real estate sector. Some national level
 players have also entered the Ahmedabad real estate market. As the
 State Government is proactive with regard to development, various
 construction projects are being implemented by local and national level
 players. The State Government has commenced giving approvals for
 setting up township in and around Ahmedabad.
 
 Your Company will undertake two new projects for multi storey high end
 apartments viz. SUNDERVAN EPITOME for construction of 46 units and
 SUNDERVAN APOSTLE for construction of 36 units in posh locality of
 Jodhpur Crossroad, Satellite in Ahmedabad. Further, the Company is
 toying with an idea of constructing residential apartments on a land
 area of around 0.66 million sq. ft at Chharodi, B/h Nirma University,
 Ahmedabad. Now days, a new concept of ''Pilgrimage Homes'' has been
 floated. In order to seize this opportunity the Company has formed a
 Special Purpose Vehicle (SPV) called Shaily Infrastructure Pvt. Ltd.
 for constructing 228 bungalows at Shrinathji, Rajashthan.
 
 CHANGE IN REGISTERED OFFICE OF THE COMPANY
 
 During the year under review, the Company shifted its Registered Office
 from 1st Floor, Samudra, Nr. Klassic Gold Hotel, Off. C. G. Road,
 Ellisbridge, Ahmedabad – 380 006 to Ganesh Corporate House, 100 Feet
 Hebatpur-Thaltej Road, Nr. Sola Bridge, Off. S. G. Highway, Ahmedabad –
 380 054 w.e.f. 9th October, 2010.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of Rs. 2.20/-
 (Previous year Rs. 1.80/-) per equity share of Rs 10/- each for the
 year ended March 31, 2011. This will absorb Rs. 718.42 Lacs. The
 Company will pay dividend distribution tax amounting to Rs. 119.32 Lacs
 to the Central Government.
 
 DEPOSITORY SYSTEM
 
 As the members are aware, the Company''s shares are compulsorily
 tradable in electronic form. As on March 31, 2011, 98.77% of the
 Company''s total paid up capital representing 32254467 shares are in
 dematerialized form. In view of the numerous advantages offered by the
 Depository System, Members holding shares in physical mode are advised
 to avail of the facility of dematerialization on either of the
 Depositories.
 
 FIXED DEPOSITS
 
 During the year under review, there were no such deposits which were
 due for repayment on or before 31st March, 2011 and were not claimed by
 the depositors on that date.
 
 SUBSIDIARIES
 
 The Company has two Subsidiaries viz. Gatil Properties Private Limited
 and Yash Organiser Private Limited. Gatil Properties Private Limited is
 setting up a township near Village: Godhavi for which one FDI Player
 has made investment in the said Project. Moreover, during the year
 under review, Yash Organiser Private Limited has rolled out Commercial
 Project in a posh locality called Memnagar under the name and style of
 ''GCP Business Centre''. Moreover, Shaily Infrastructure Private Limited
 became Subsidiary of our Company w.e.f. 19th May, 2011 and Maheshwari
 (Thaltej) Private Limited became Subsidiary of our Company w.e.f. 21st
 July, 2011.
 
 Ministry of Corporate Affairs, Government of India has granted general
 exemption under Section 212(8) of the Companies Act, 1956 vide General
 Circular No: 2/2011 dated 8th February, 2011 from attaching the Balance
 Sheet, Profit & Loss Account and other documents of the Subsidiaries to
 the Balance Sheet of the Company. Financial information of the
 subsidiary companies, as required by the said general circular, is
 disclosed in the Annual Report. The Company will make available the
 Annual Accounts of the Subsidiary Companies and the related detailed
 information to any member of the Company who may be interested in
 obtaining the same. The Annual Accounts of the Subsidiary Companies
 will also be kept open for inspection at the Registered Office of the
 Company and that of the respective Subsidiary Companies. The
 consolidated financial results of the Company include financial results
 of its subsidiary companies.
 
 STATUTORY DISCLOSURES
 
 PARTICULARS OF EMPLOYEES
 
 The information as required under the provisions of section 217(2A) of
 the Companies Act 1956, read with the Companies (Particulars of the
 Employees) Rules, 1975, have been set out in the Annexure – A to the
 report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The particulars as prescribed under Section 217(1) (e) of the Companies
 Act, 1956 read with Companies (Disclosures of Particulars in the Report
 of Board of Directors) Rules, 1988 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 company is committed to maintain the highest standard of Corporate
 Governance. Your Directors adhereto 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.
 
 EMPLOYEES STOCK OPTIONS SCHEME:
 
 During the year under review, the Company introduced 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) at
 their meeting held on 30th October, 2010. Moreover, the Company changed
 the nomenclature of Remuneration Committee as ''Remuneration and
 Compensation Committee'' and further reconstituted the said Committee
 with additional terms of reference in accordance with the SEBI
 Guidelines for the purpose of administration and monitoring of ESOP
 2010 Scheme w.e.f. 1st October, 2010.
 
 As required by Clause 12 of SEBI Guidelines, information with respect
 to active stock Options as at 31st March, 2011 is given below:
 
 a.  Total grant approved by Remuneration and Compensation Committee.
 15,00,000 options
 
 b.  Total Options Granted: Grant I – 9,98,815 [Nine Lac Ninety Eight
 Thousand Eight Hundred Fifteen]
 
 options granted on 01-11-2010 to all permanent employees and
 non-executive directors, including independent directors of the Company
 including its Subsidiary Company/ Companies, if any, the grade as
 decided by the Board.
 
 c.  Exercise Price or Pricing Formula: Discount up to a maximum of 30%
 to the Market price i.e. Rs. 244/-.
 Hence, Exercise Price per option stands at Rs. 171/- 
 
 d.  Options Vested: Vesting is linked to continued association & future
 performance appraisal with the Company and its Subsidiary Companies, if
 any. The options would vest not earlier than 1 year and in the ratio of
 20% - 20% - 20% - 20% - 20% over the next five years.
 
 Date of vesting of options has been fixed as 01-11-2011 and so on over
 next five years.
 
 e.  Options Exercised: Not Application as the Options are unvested.
 
 f.  The total number of shares arising as a result of exercise of
 Options:
 
 Not Application as the Options are unvested.
 
 g.  Options Lapsed: On account of leaving of service, due to
 resignation, long term leave, death or otherwise by the employees of
 the Company including its Subsidiaries, if any. 32,156 Stock Options
 lapsed.
 
 h.  Variation in terms of Options: Not Applicable
 
 i.  Money realized by exercise of Options: Not Application as the
 Options are unvested.
 
 j.  Total number of Options in force: 9,66,659 [ (b) – (g)]
 
 k.  Employee wise details of options granted to- (i) Senior managerial
 personnel: 
 
 Rajendra M. Patel – 35,000
 
 Vijay R. Lalaji – 35,000
 
 Bhavin H. Mehta – 35,000
 
 Saurabh Patwa – 21,875
 
 Bhavesh Vyas – 21,875
 
 (ii) Any other employee who receives a grant in any one year of option
 amounting to 5% or more of option granted during that year:
 
 Not Applicable
 
 (iii) Identified employees who were granted option, during any one
 year, equal to or exceeding 1% of the issued capital (excluding
 outstanding warrants and conversions) of the Company at the time of
 grant.·
 
 Not Applicable
 
 l. Diluted Earnings Per Share (EPS) pursuant to issue of shares on
 exercise of option calculated in accordance with Accounting Standard
 (AS) 20 ''Earnings Per Share''.
 
 Not Application as the Options are unvested.
 
 m. Where the company has calculated the employee compensation cost
 using the intrinsic value of the stock options, the difference between
 the employee compensation cost so computed and the employee
 compensation cost that shall have been recognized if it had used the
 fair value of the options, shall be disclosed. The impact of this
 difference on profits and on EPS of the company shall also be
 disclosed.
 
 Not Application as the Options are unvested.
 
 n.  Weighted average exercise price of Options whose
 
 (a) Exercise price equals market price (Rupees)
 
 No such Grants
 
 (b) Exercise price is greater than market price (Rupees)
 
 No such Grants
 
 (c) Exercise price is less than market price (Rupees)
 
 Rs. 171
 
 Weighted average fair value of options whose
 
 (a) Exercise price equals market price (Rupees)
 
 No such Grants
 
 (b) Exercise price is greater than market price (Rupees)
 
 No such Grants
 
 (c) Exercise price is less than market price (Rupees)
 
 Rs. 141.54
 
 o.  A description of the method and significant assumptions used during
 the year to estimate the fair values of options, including the
 following weighted-average information: 
 
 (i) risk-free interest rate (i) 7.50% to 7.98%
 
 (ii) expected life (ii) 2.50 to 6.50
 
 (iii) expected volatility (iii) 65.02% to 64.71%
 
 (iv) expected dividends, and (iv) 1.97%
 
 (v) the price of the underlying share in market at the time of option
 grant.
 
 (v) Rs. 243.85
 
 The Company has received a Certificate dated 15th July, 2011 from the
 Auditors of the Company that the ESOP 2010 Scheme has been implemented
 in accordance with the Guidelines and as per the resolution passed by
 the members of the Company authorizing issuance of ESOP.
 
 DIRECTORS
 
 Pursuant to Section 256 of the Companies Act, 1956 read with Clause 110
 of Articles of Association of the Company, Mr. Ashish Modi and Dr.
 Bharat J. Patel retire by rotation at the ensuing Annual General
 Meeting and being eligible have offered themselves for re- appointment.
 
 Brief resume of the Directors proposed to be 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 Annual
 General Meeting.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required under Section 217 (2AA), your Directors confirm that:- (i)
 In the preparation of the annual accounts, the applicable accounting
 standards have been followed.
 
 (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 as on 31st March, 2011 and of the profit of the Company
 for the year ended 31st March, 2011.
 
 (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, 1956 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.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 Pursuant to Clause 32 of the Listing Agreement entered into with the
 Stock Exchanges, your Directors have pleasure in attaching the
 Consolidated Financial Statements prepared with the applicable
 Accounting Standards in this regard.
 
 AUDITORS
 
 M/s. J. M. Parikh & Associates, Chartered Accountants, Ahmedabad,
 Statutory Auditors of the Company retire at the conclusion of the
 ensuing Annual General Meeting of the Company and have confirmed their
 willingness and eligibility for re-appointment and have also confirmed
 that their re-appointment, if made, will be within the limits under
 Section 224 (1-B) of the Companies Act, 1956.
 
 M/s. J. M. Parikh & Associates has submitted the Peer Review
 Certificate dated 20th July, 2010 issued to them by Institute of
 Chartered Accountants of India (ICAI).
 
 ACKNOWLEDGMENTS
 
 Your directors express a deep sense of gratitude for assistance and
 cooperation received from customers, vendors and shareholders and banks
 namely Tamilnad Mercantile Bank Limited, ICICI Bank Limited and HDFC
 Bank Ltd, 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 
 
 Place : Ahmedabad 
 
 Date : 12th August, 2011
 
                                                   Dipakkumar G. Patel
 
                                                              Chairman