1. Corresponding figures of the previous year have been regrouped to
confirm with this year''s classification wherever necessary.
2. CONTINGENT LIABILITIES:
A. The Company amalgamated with Ganesh Lea-Finvest Ltd with effect from
1st April, 1997 pursuant to the scheme of amalgamation approved by
Hon''ble High Court of Gujarat. In September 2001 the office of
Superintendent of Stamps, Gandhinagar has issued a notice under The
Bombay Stamp Act, 1958 calling upon the Company to pay stamp duty of
Rs.175402/- in view of amalgamation. Subsequently, the company had paid
stamp duty on issue of bonus shares and preferential issue of shares
and warrants. The said stamp duty amount was more than required. The
company has made a representation to the department and requested them
to adjust the amount. The response from the department is awaited.
B. During the financial year 2007-08 the company received the order
from the Honourable High Court of Gujarat approving the amalgamation of
the company with five of its group companies. The stamp duty has to be
paid on amalgamation of the companies. The company has referred the
matter to the Superintendent of Stamps at Gandhinagar. They have not
yet determined the amount of stamp duty. Hence no provision has been
made in the accounts for the payment of stamp duty.
C. For the Asst. Year 2008-2009 the Assessing office assessed the
income of the company and raised a demand of Rs. 49.48 crores.
Aggrieved by this order the company went in to Appeal with CIT (Appeal)
– VIII. The decision of the CIT (Appeal) came in favour of the company.
However, the company is required to pay MAT of Rs. 11.15 crores.
Against this amount the company has already paid Rs. 6.56 crores and
the company is required to pay the balance amount of Rs. 4.59 crores.
The IT order has come recently and the company is yet to decide about
going in to further Appeal. No provision has been made in the accounts
for Rs. 11.15 crores.
3. The Company has carefully considered the impact of Accounting
Standard – 28 pertaining to Impairment loss. As the recoverable amount
of assets is higher than the WDV of its Fixed Assets no provision is
made for impairment of Assets.
4. Balance of Secured Loans, Unsecured Loans, Sundry Creditors, Sundry
Debtors and Loans and Advances are subject to confirmation.
5. In the opinion of the Board, the Current Assets, Loans and Advances
are approximately of the value stated, if realised in the ordinary
course of business.
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 the
directors waived the commission payable to them. Hence, the calculation
of the commission is not given.
6. The details of security offered for the secured loans taken are as
follows:
A. Loan from JSC VTB Bank:
Charge secured by equitable mortgage of Immovable Property and
Corporate Guarantee of the Associate Company and personal guarantee of
three promoter directors of the Company and pledge of shares of one of
the promoter director of the Company.
B. Loan from India Infoline Investments Services Pvt. Ltd.:
Charge secured by mortgage of Immovable Property and Corporate
Guarantee of the Associate Companies and Co-operative society, Pledge
of shares of Subsidiary, Associates Companies and Co-operative society,
personal guarantee of three promoter directors of the Company.
C. Loan from Reliance Capital Ltd.:
Charge secured by mortgage of Immovable Property of the Company and its
Associate Company and personal guarantee of two promoter Directors of
the Company.
D. Loan from Future Capital Holdings Ltd.:
Charge secured by mortgage of Immovable Property and interest thereon
and hypothecation of receivables, book debts, outstanding moneys and
claims, escrow accounts, etc of the Company and its Subsidiary and
Associate Companies, Pledge of shares of three promoters of the
Company, personal guarantee of two promoter directors of the Company
and corporate guarantee / security of Subsidiary and Associate
Companies.
E. Loan from IFCI Ltd.:
Pledge of Shares and Personal Guarantee of Promoter Directors of the
Company.
F. Loan from Religare Finvest Ltd.:
Charge secured by mortgage of Immovable Property of the Associate
Company and hypothecation of receivables, escrow account, etc. of one
of the project of the Company.
G. Loans in respect of Vehicles are secured by the hypothecation of
the vehicles financed through the loan agreement. viz. Motor Cars.
7. Based on the information available with the Company, there are no
suppliers who are registered under the Micro, Small and Medium
Enterprises Development Act, 2006 as at March 31st 2011. Hence, the
information as required under the Micro, Small and Medium Enterprises
Development Act, 2006 is not disclosed.
8. As this is a construction Company the information required as per
paragraph 4C of part II of Schedule VI of the Companies Act, 1956,
regarding Licensed Capacity, Installed Capacity and actual production
are not given.
9. The Company has given business advances to various companies,
co-operative societies and Non-Trading Corporations amongst others. No
interest is chargeable on such loans. As the said advances are in the
nature of business advance, the Company is of the view that there is no
violation of the provision of Section 372A.
10. Segment Reporting:- A. The Company has considered business
segment as the primary segment for disclosure. Therefore, in the
opinion of the company, there are no different primary segments.
B. All the projects of the Company are being implemented in and around
Ahmedabad city only. Therefore, in the opinion of the company, there
are no different geographical segments.
11. Related party disclosures:-
1. Parties where control exists:
Shangrila Funworld Pvt Ltd, Ganesh Plantations Ltd, Ganesh Infotech
Ltd, Shri Ganesh Construction Pvt Ltd, Siddhivinayak Securities Pvt
Ltd, Shaligram Investments Pvt Ltd, Starnet Software (I) Ltd.,
Madhurkamal (Thaltej ) Complex Private Limited, Madhav (Thaltej)
Complex Private Limited, Mandar (Thaltej) Complex Private Limited,
Maheshwari (Thaltej) Complex Private Limited, Mitul (Thaltej) Complex
Private Limited, Vinat Complex Private Limited, Sanat Complex Private
Limited, Shadval Complex Private Limited, Vishad Complex Private
Limited, Tarang Realty Private Limited, Shahil Infrastuture Private
Limited, Gamit Builders Private Limited, Vyom Realty Private Limited,
Unmesh Complex Private Limited, Shushna Complex Private Limited, Tathya
Complex Private Limited, Viraj Complex Private Limited, Milind Complex
Private Limited, Gavendu Land Developers Private Limited, Shaily
Infrastructure Private Limited, Sadhan Buildcon Private Limited, Nilay
Realty Private Limited, Sanmukh Developers Private Limited, Nihal
Estate Private Limited, Mukur Real Estate Private Limited, Vimoh Land
Developers Private Limited, Gaven Construction Private Limited, Mihika
Buildcon Limited, Shakil Buildwell Private Limited, Vardhan Land
Developers Private Limited, Vibhor Realty Private Limited, Ganesh
Infrastructure (India) Pvt. Ltd., Ganeshsagar Infrastructure Private
Limited, Martand Estate Private Limited, Matang Properties Private
Limited, Maitrik Buildcon Private Limited, Medhbhuti Complex Private
Limited, Madhuj Realty Private Limited, Madhumati Realty Private
Limited, Tirth Developers Private Limited, Malvika Estate Private
Limited, Mahavir (Thaltej) Complex Private Limited, Shreekala
Infrastructure Private Limited, Sulabh Realty Private Limited, Rajratna
Infrastructure Private Limited, Shardul Buildcon Private Limited,
Rajnigandha Developers Private Limited, Tirth Realty Private Limited,
Rohini Realty Private Limited, Gagan Infrastructure Private Limited,
Gitanjali Infrastructure Private Limited, Sujan Developers Private
Limited, Shree Ganesh Fintrade Ltd., Govindbhai C. Patel Foundation,
Ganesh Housing Corporation.
2. Subsidiary
A. Yash Organiser Pvt Ltd
B. Gatil Properties Pvt. Ltd.
3. Key Management Personnel
Shri Shekhar G.Patel , Shri Dipak G.Patel, Smt. Lalitaben G. Patel
12. Employees Stock Option Scheme:
During the year under review, the company introduced the Employees
Stock Option Scheme (ESOP 2010) in accordance with Securities and
Exchange Board of India (Employees Stock Option Scheme and Employees
Stock Purchase Scheme) Guidelines, 1999, at their meeting held on
30/10/2010. The scheme is announced for all permanent employees and
non-executive directors, including independent directors of the company
and its subsidiary company / companies, in the grade as decided by the
Board. Total grant approved by the Remuneration and Compensation
Committee of the company is 1500000 options which are earmarked and to
be granted under the scheme over a period of five years. Under the
scheme 998815 equity shares have been granted which shall vest to the
employees over a period of five years and 20% of the above shall vest
to the employees as on 01/11/2011.
13. Donation includes Rs. 10000000/- contributed during the year to a
Gujarat Cancer Society U/s. 35 (1) (ii) of the income Tax Act, 1961. |