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GANESH HOUSING LIMITED Proxy Solicitation & Information Statement 2024

Sep 13, 2024

61400_rns_2024-09-13_3bdd12f7-77c4-408c-bee4-4ab56190ff2f.pdf

Proxy Solicitation & Information Statement

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ISO 9001 :2015 I ISO 14001 :2015 ISO 45001 :2018

REF.NO./GHCL/ AHMD/2024-2025/363C DATE: SEPTEMBER 13, 2024

To To
BSE Limited National Stock Exchange oflndia Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G Block
Dalal Street, Bandra-Kurla Complex
Mumbai - 400 001 Bandra (E) Mumbai - 400 051
Scrip Code: 526367 Symbol: GANESHHOUC

SUB: SUBMISSION OF POST AL BALLOT NOTICE

Dear Sir,

We wish to inform that Ganesh Housing Corporation Limited (the 'Company') is seeking consent of the Members of the Company to consider and pass following businesses through Postal Ballot by way of remote e-voting:

Sr. Businesses to be Transacted through Postal Ballot Resolution Required
No
1. Appointment of Mr. Sandeep Mohanraj Singhi (DIN: Special Resolution
01211070) as an Independent Director
2. Appointment of Mr. Darshankumar Naranbhai Patel (DIN: Special Resolution
00068650) as an Independent Director
3. Appointment of Mr. Ameetkumar Hiranyakumar Desai Special Resolution
(DIN: 00007116) as an Independent Director
4. of Mr.
Appointment
Ashish
Kantilal
Patel
(DIN:
02584772) as an Independent Director
Special Resolution
5. Appointment of Mr. Anmol Dipakkumar Patel (DIN: Ordinary Resolution
08068767) as a Non - Executive Director
6. Appointment of Mr. Amanvir Shekhar
Patel (DIN:
Ordinary Resolution
08752273) as a Non - Executive Director

In this regard, please find enclosed herewith the Postal Ballot Notice dated September 13, 2024 together with the Explanatory Statement.

The copy of said Postal Ballot Notice will also be available on the website of the Company viz. www.ganeshhousing.com

GANESH CORPORATE HOUSE

100 ft. Hebatpur-Thaltej Road, Nr. Sola Bridge, Off. S.G. Highway, Ahmedabad-380 054. Gujarat, India. CIN: L45200GJ1991PLC015817

P +91796160 8888 F +91 79 6160 8899

E [email protected]

W www.ganeshhousing.com

ISO 9001:2015 I ISO 14001 :2015 ISO 45001 :2018

Please note that the results of Postal Ballot will be declared not later than 48 hours of conclusion of remote e-voting i.e. on or before Thursday, October 17, 2024

Thanking you,

Yours faithfully,

For GANESH HOUSING CORPORATION LIMITED

Arpit Jani Digitally signed by Jasmin Arpit Jani Date: 2024.09.13 18:28:42 +05'30'

JASMIN JANI COMPANY SECRETARY & COMPLIANCE OFFICER

Encl: as above

GANESH CORPORATE HOUSE

100 ft. Hebatpur-Thaltej Road, Nr. Sola Bridge, Off. S.G. Highway, Ahmedabad-380 054. Gujarat, India. CIN: L45200GJ1991PLC015817

GANESH HOUSING CORPORATION LIMITED

CIN: L45200GJ1991PLC015817

Registered Office : Ganesh Corporate House,100 Feet Hebatpur - Thaltej Road, Near Sola Bridge, Off S.G. Highway, Ahmedabad – 380054

Tel: 079-61608888 Email: [email protected] Website: www.ganeshhousing.com

POSTAL BALLOT NOTICE

VOTING STARTS ON VOTING ENDS ON
Monday, September 16, 2024 at 9.00 a.m IST Tuesday, October 15, 2024 at 5.00 p.m IST

Dear Members,

NOTICE is hereby given that pursuant to the provisions of Section 110 read with Section 108 of the Companies Act, 2013 (the "Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules") and other applicable provisions of the Act and the Rules (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time) read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 10/2021 dated June 23, 2021, 03/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and other relevant circulars and notifications issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as "the MCA Circulars"), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ("SS-2"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') read with all other applicable provisions under the said Regulations and the Circulars, Notifications and Rules issued thereunder by the Securities and Exchange Board of India (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), that the Resolutions as set out in this Notice to transact the special businesses as set out hereunder by passing Special /Ordinary Resolutions by the members of Ganesh Housing Corporation Limited ("Company"), by the means of Postal Ballot through remote evoting (voting electronically only).

In compliance with the MCA Circulars and pursuant to other applicable laws and Regulations, this Postal Ballot Notice ("Notice") is being sent only in electronic form to those Members whose e-mail addresses are registered with the Company/Depositories/RTA to enable them to cast their votes electronically. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members. The instructions for remote e-voting are appended to this Notice.

Pursuant to Sections 102 and 110 of the Act, the Explanatory Statement pertaining to the said Resolutions setting out the material facts and the reasons thereof is annexed to this Notice.

The Notice will also be placed on the Company's website viz. www.ganeshhousing.com, websites of Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com , respectively and on the website of Central Depository Services (India) Limited (CDSL) (agency for providing remote e-voting facility viz. www.evotingindia.com).

Members whose e-mail addresses are not registered with the Registrar and Share Transfer Agent/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e-voting. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.

This notice is being sent to all the members/beneficiaries whose names appear on the Register of Members/Record of Depositories as on Friday, September 06, 2024 ("the Cut- off date").

Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company has appointed Mr. Jatin Parikh, Partner of M/s J.M. Parikh & Associates, Practicing Chartered Accountants, Ahmedabad (Firm Registration No. 118007W), as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.

In accordance with the provisions of the MCA Circulars, and other applicable laws and regulations, Members can vote only through the remote e-voting process. Accordingly, the Company is pleased to offer remote e-voting facility to all its Members to cast their votes electronically. Members can vote only through the remote e-voting process. Members are requested to read the instructions in the Notes forming part of this Notice to cast their vote electronically through the remote e-voting process which commences from Monday, September 16, 2024 at 9:00 a.m. (IST) and concludes on Tuesday, October 15, 2024 at 5:00 p.m. (IST). The remove e-voting process will be disabled by CDSL thereafter.

The Scrutinizer will submit the report to the Chairman of the Company, or in his absence any person authorized by him, upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced by the Chairman of the Company or by the Company Secretary, authorised by the Chairman in writing, on or before 5:00 p.m. (IST) on Thursday, October 17, 2024.

The said results along with the Scrutinizer's Report would be intimated to BSE and NSE, where the Equity Shares of the Company are listed and shall be placed on the Company's Website i.e. . www.ganeshhousing.com and on the website of CDSL viz. www.evotingindia.com and the same will also be communicated to the Stock Exchanges.

SPECIAL BUSINESSES:

ITEM NO. 1: APPOINTMENT OF MR. SANDEEP MOHANRAJ SINGHI (DIN: 01211070) AS AN INDEPENDENT DIRECTOR

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Regulation 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), as amended from time to time and the Articles of Association of the Company, Mr. Sandeep Mohanraj Singhi (DIN: 01211070), who has been appointed as an Additional Director (Non – Executive) designated as an Independent Director of the Company by the Board of Directors in terms of Section 161 of the Companies Act, 2013 ('Act') read with the Articles of Association of the Company effective from September 13, 2024 and who is eligible for appointment, meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, submitted a declaration of Independence and consented to act as an Independent Director of the Company, be and is hereby appointed as Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 (five) years commencing from September 13, 2024 upto September 12, 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and/or Company Secretary of the Company be and is hereby authorised to do all acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

ITEM NO. 2 : APPOINTMENT OF MR. DARSHANKUMAR NARANBHAI PATEL (DIN: 00068650) AS AN INDEPENDENT DIRECTOR

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Regulation 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), as amended from time to time and the Articles of Association of the Company, Mr. Darshankumar Naranbhai Patel (DIN: 00068650), who has been appointed as an Additional Director (Non – Executive) designated as an Independent Director of the Company by the Board of Directors in terms of Section 161 of the Companies Act, 2013 ('Act') read with

the Articles of Association of the Company effective from September 13, 2024, and who is eligible for appointment, meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, submitted a declaration of Independence and consented to act as an Independent Director of the Company, be and is hereby appointed as Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 (five) years commencing from September 13, 2024 up to September 12, 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and/or Company Secretary of the Company be and is hereby authorised to do all acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

ITEM NO. 3 : APPOINTMENT OF MR. AMEETKUMAR HIRANYAKUMAR DESAI (DIN: 00007116) AS AN INDEPENDENT DIRECTOR

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Regulation 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), as amended from time to time and the Articles of Association of the Company, Mr. Ameetkumar Hiranyakumar Desai (DIN: 00007116), who has been appointed as an Additional Director (Non – Executive) designated as an Independent Director of the Company by the Board of Directors in terms of Section 161 of the Companies Act, 2013 ('Act') read with the Articles of Association of the Company effective from September 13, 2024, and who is eligible for appointment, meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, submitted a declaration of Independence and consented to act as an Independent Director of the Company, be and is hereby appointed as Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 (five) years commencing from September 13, 2024 up to September 12, 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and/or Company Secretary of the Company be and is hereby authorised to do all acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

ITEM NO. 4 : APPOINTMENT OF MR. ASHISH KANTILAL PATEL (DIN: 02584772) AS AN INDEPENDENT DIRECTOR

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Regulation 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), as amended from time to time and the Articles of Association of the Company, Mr. Ashish Kantilal Patel (DIN: 02584772), who has been appointed as an Additional Director (Non – Executive) designated as an Independent Director of the Company by the Board of Directors in terms of Section 161 of the Companies Act, 2013 ('Act') read with the Articles of Association of the Company effective from September 13, 2024, and who is eligible for appointment, meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, submitted a declaration of Independence and consented to act as an Independent Director of the Company, be and is hereby appointed as Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 (five) years commencing from September 13, 2024 up to September 12, 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and/or Company Secretary of the Company be and is hereby authorised to do all acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

ITEM NO. 5 : APPOINTMENT OF MR. ANMOL DIPAKKUMAR PATEL (DIN: 08068767) AS A NON –EXECUTIVE DIRECTOR

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary resolution:

"RESOLVED THAT in accordance with the provisions of Section 152 read with other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Anmol D. Patel (DIN: 08068767), who was appointed as an additional director by the Board of Directors of the Company ("the Board") based on the recommendation of the Nomination and Remuneration Committee in accordance with the provisions of Section 161(1) of the Act and the Articles of Association of the Company with effect from September 13, 2024 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and/or Company Secretary of the Company be and is hereby authorised to do all acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

ITEM NO. 6 : APPOINTMENT OF MR. AMANVIR SHEKHAR PATEL (DIN: 08752273) AS A NON –EXECUTIVE DIRECTOR

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary resolution:

"RESOLVED THAT in accordance with the provisions of Section 152 read with other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Amanvir Shekhar Patel (DIN:08752273), who was appointed as an additional director by the Board of Directors of the Company ("the Board") based on the recommendation of the Nomination and Remuneration Committee in accordance with the provisions of Section 161(1) of the Act and the Articles of Association of the Company with effect from September 13, 2024 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and/or Company Secretary of the Company be and is hereby authorised to do all acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

By Order of the Board For GANESH HOUSING CORPORATION LIMITED Sd/-

Date: September 13, 2024 Jasmin Jani Place : Ahmedabad Company Secretary Registered Office: Ganesh Corporate House , 100 Feet Hebatpur Thaltej Road, Nr. Sola Bridge, Off. S. G. Highway, Ahmedabad - 380 054

NOTES:

    1. The Explanatory Statement pursuant to the provisions of Section 102, 110 and other applicable provisions of the Act read with Rule 20 and 22 of the Rules stating material facts and reasons for the proposed resolutions are annexed hereto.
    1. The Postal Ballot Notice is being sent to all the Members of the Company, whose names appear in the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited, and as available with the Registrar and Share Transfer Agent/ Company as at Friday, September 06, 2024 ("Cut-off Date").

A copy of this Postal Ballot Notice shall also be available on the website of the Company (www.ganeshhousing.com) and the websites of the Stock Exchanges on which the Equity Shares of the Company are listed. Members holding equity shares as on the Cut-off Date can cast their votes using remote e-voting facility only.

  1. Process for those shareholders whose email ids are not registered:-

a) For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company viz. [email protected] or on the e-mail ID of our Registrar and Share Transfer Agents - MCS Share Transfer Agent Ltd. viz. [email protected] (specifically mentioning Unit: Ganesh Housing Corporation Limited).

b) For Demat shareholders - please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to Company/RTA email id as mentioned above.

    1. Resolutions passed by the shareholders through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders.
    1. The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the shareholders as on Friday, September 06,2024. A person who is not a shareholder on the cut-off date should treat this notice for information purpose only.
    1. The resolutions, if approved, by the requisite majority shall be deemed to have been passed on the last date for e-voting i.e. Tuesday, October 15, 2024.

    1. As required by Rule 20 and Rule 22 of the Rules read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper (in English language) and one Gujarati daily newspaper circulating in Gujarat (in vernacular language, i.e. Gujarati).
    1. The Scrutinizer shall submit his Report on the resolutions proposed to be passed through Postal Ballot through remote e-voting to the Chairman or any person authorized by him in writing after completion of the scrutiny. The Scrutinizer's decision on the validity of the Postal Ballot shall be considered as final.

9. THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

  • Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
  • Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
  • (i) The voting period begins on and ends on . During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of may cast their vote electronically. The evoting module shall be disabled by CDSL for voting thereafter.
  • (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

  • Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
  • (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Login Method
1)
Users who have opted for CDSL Easi / Easiest facility, can login through
their existing user id and password. Option
will be made available to
reach e-Voting page without any further authentication. The users to
login
to
Easi
/
Easiest
are
requested
to
visit
cdsl
website
www.cdslindia.com
and click on login icon & New System Myeasi Tab.
2)
After successful login the Easi / Easiest user will be able to see the e
Voting option for eligible companies where the evoting is in progress as
per the information provided by company.
On clicking the evoting
option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting. Additionally, there
is also links provided to access the system of all e-Voting Service
Providers, so that the user can visit the e-Voting service providers'
website directly.
3)
If the user is not registered for Easi/Easiest, option to register is available
at cdsl website www.cdslindia.com
and click on login & New System
Myeasi Tab and then click on registration option.
4)
Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com
home page. The system will authenticate the user by
sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e
Voting option
where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.

1) If you are already registered for NSDL IDeAS facility, please visit the e
Individual Services website of NSDL. Open web browser by typing the following
Shareholders URL: https://eservices.nsdl.com
either on a Personal Computer
or on a
holding mobile. Once the home page of e-Services is launched, click on the
securities in "Beneficial Owner" icon under "Login" which is available under
demat mode 'IDeAS' section. A new screen will open. You will have to enter your
with NSDL User ID and Password. After successful authentication, you will be able
Depository to see e-Voting services. Click on "Access to e-Voting" under e-Voting
services and you will be able to see e-Voting page. Click on company
name or e-Voting service provider name and you will be re-directed to e
Voting service provider website for casting your vote during the remote
e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com.
Select "Register Online for
IDeAS
"Portal
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/
either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched,
click
on
the
icon
"Login"
which
is
available
under
'Shareholder/Member' section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e
Voting service provider website for casting your vote during the remote
e-Voting period.
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for e
(holding Voting facility. After Successful login, you will be able to see e-Voting
securities
in
option. Once you click on e-Voting option, you will be redirected to
demat
mode)
NSDL/CDSL Depository site after successful authentication, wherein you
login
through
can see e-Voting feature. Click on company name or e-Voting service
their provider name and you will be redirected to e-Voting service provider
Depository website for casting your vote during the remote e-Voting period.
Participants
(DP)

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact CDSL
securities in Demat mode with helpdesk
by
sending
a
request
at
CDSL [email protected]
or contact at : 1800 21 09911
Individual Shareholders holding Members facing any technical issue in login can contact NSDL
securities in Demat mode with helpdesk by sending a request at [email protected] or call at :
NSDL 022-4886 7000 and 022-2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.
  • 2) Click on "Shareholders" module.
  • 3) Now enter your User ID
    • a. For CDSL: 16 digits beneficiary ID,
    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
  • 4) Next enter the Image Verification as displayed and Click on Login.
  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
For Physical shareholders and other than individual shareholders holding shares
in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both
demat shareholders as well as physical shareholders)


Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
Bank in your demat account or in the company records in order to login.
Details
If both the details are not recorded with the depository or company, please
OR enter the member id / folio number in the Dividend Bank details field.
Date
of
Birth
(DOB)
  • (vi) After entering these details appropriately, click on "SUBMIT" tab.
  • (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
  • (ix) Click on the EVSN for the relevant on which you choose to vote.
  • (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
  • (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
  • (xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
  • (xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
  • (xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
  • (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 0991.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 21 09911.

By Order of the Board For GANESH HOUSING CORPORATION LIMITED Sd/-

Date: September 13, 2024 Jasmin Jani Place : Ahmedabad Company Secretary Registered Office: Ganesh Corporate House , 100 Feet Hebatpur Thaltej Road, Nr. Sola Bridge, Off. S. G. Highway, Ahmedabad - 380 054

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013 IN RESPECT OF ITEMS OF SPECIAL BUSINESSES:

In conformity with the provisions of Sections 102 and 110 of the Companies Act, 2013 ('the Act'), the Secretarial Standard- 2 on General Meetings issued by the Institute of Company Secretaries of India and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('SEBI Listing Regulations'), the following Explanatory Statement setting out all material facts relating to the businesses mentioned at Item Nos. 1 to 6 of the accompanying Notice dated September 13, 2024 should be taken as forming part of this Notice.

Item Nos. 1 to 4

Pursuant to the recommendation of the Nomination & Remuneration Committee and the approval of the Board of Directors of the Company, Mr. Sandeep Mohanraj Singhi (DIN: 01211070), Mr. Darshankumar Naranbhai Patel (DIN: 00068650), Mr. Ameetkumar Hiranyakumar Desai (DIN: 00007116) and Mr. Ashish Kantilal Patel (DIN: 02584772) were appointed as an Independent Directors of the Company for a term of five (5) consecutive years from September 13, 2024 to September 12, 2029 subject to the approval of the Members of the Company.

The detailed profiles of Mr. Sandeep Mohanraj Singhi, Mr. Darshankumar Naranbhai Patel, Mr. Ameetkumar Hiranyakumar Desai and Mr. Ashish Kantilal Patel are provided under the head Additional Information of Directors being appointed as required under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, in order of the items mentioned in the Notice which forms part of this Notice.

Mr. Sandeep Mohanraj Singhi, Mr. Darshankumar Naranbhai Patel, Mr. Ameetkumar Hiranyakumar Desai and Mr. Ashish Kantilal Patel have given their consents for the appointments as an Independent Directors as well as declarations to the effect that they meet the criteria of independence as provided in Section 149(6) and other applicable provisions of the Act and Rules framed thereunder and Regulation 16(1)(b), Regulation 25(8) and other applicable provisions of the Listing Regulations.

All the above named persons have confirmed that they are not in any way disqualified from being appointed as Directors.

In the opinion of the Board, the persons proposed to be appointed as an Independent Directors fulfil the conditions specified in the Act and in the SEBI Listing Regulations for appointment as an Independent Directors and are independent of the Management.

The Board, based on the recommendation of Nomination & Remuneration Committee, considers that given their skills, integrity, expertise and experience, the association of Mr. Sandeep Mohanraj Singhi, Mr. Darshankumar Naranbhai Patel, Mr. Ameetkumar Hiranyakumar Desai and Mr. Ashish Kantilal Patel would be beneficial to the Company and it is desirable to avail their services as an Independent Director.

During their tenure of appointment, they shall not be liable to retire by rotation as provided under Section 152(6) of the Act.

A copy of the draft letter for appointment of the Independent Directors setting out the terms and conditions of their appointment is available for inspection by the Members at the Registered Office of the

Company during the office hours on all working days other than Saturdays and Sundays till the date of the Postal Ballot.

As per Regulation 17 (1C) of the SEBI Listing Regulations, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

None of the Director(s) and Key Managerial Personnel of the Company or their respective relatives, except Mr. Sandeep Mohanraj Singhi, Mr. Darshankumar Naranbhai Patel, Mr. Ameetkumar Hiranyakumar Desai and Mr. Ashish Kantilal Patel, to whom the concerned resolution relates, are concerned or interested in the Resolutions mentioned at Item Nos. 1 to 4 of the Notice.

The Board recommends the resolutions set forth at Item Nos. 1to 4 as Special Resolutions for the approval of the Members.

Item No. 5 & 6

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on September 13, 2024 considered and recommended to the members the appointment of Mr. Anmol Dipkkumar Patel and Mr. Amanvir Shekhar Patel as an additional Non-Executive Directors of the Company with effect from September 13, 2024.

Mr. Anmol Dipkkumar Patel and Mr. Amanvir Shekhar Patel are associated with the Company in planning and execution of residential projects of the Company. They also advise for marketing of the Projects of the Company through social media. Further, they are closely involved in strategic planning and execution of our SEZ Proejct Million Minds TechCity coming up at Village :Chharodi and Village : Tragad behind Nirma University, Off S.G Road, Ahmedabad. Due to their appointments as Directors on the Board the Company will be benefited immensely.

Mr. Anmol Dipkkumar Patel and Mr. Amanvir Shekhar Patel are qualified to be appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Directors. The Company has also received declarations from them, confirming that they are not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India or any other such authority.

The detailed profiles of Mr. Anmol Dipkkumar Patel and Mr. Amanvir Shekhar Patel are provided under the head Additional Information of Directors being appointed as required under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India.

They shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board, reimbursement of expenses for participating in the Board and other meeting/s.

In accordance with the provisions of Section 152 of the Act and applicable provisions of the Listing Regulations, appointment of a director requires approval of members of the company by way of an ordinary resolution.

Accordingly, the approval of Members is sought for appointment of Mr. Anmol Dipakkumar Patel and Mr. Amanvir Shekhar Patel as Non-Executive Directors of the Company.

Mr. Anmol Dipakkumar Patel and Mr. Amanvir Shekhar Patel are members of the promoter group of the Company. Mr. Dipakkumar Patel, Chairman & Whole-time Director and Ms. Aneri Dipakkumar Patel, Non – Executive Director of the Company being related to Mr. Anmol Dipakkumar Patel, be deemed to be interested in the resolution no. 5 mentioned in this Postal Ballot Notice.

Mr. Shekhar G. Patel, Managing Director & CEO of the Company, being related to Mr. Amanvir Shekhar Patel, be deemed to be interested in the resolution no. 6 mentioned in this Postal Ballot Notice.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item Nos. 5 and 6.

The Board commends the Ordinary Resolutions set out at Item Nos. 5 and 6 of the Postal Ballot Notice for approval by the Members.

By Order of the Board For GANESH HOUSING CORPORATION LIMITED Sd/-

Date: September 13, 2024 Jasmin Jani Place : Ahmedabad Company Secretary Registered Office: Ganesh Corporate House , 100 Feet Hebatpur Thaltej Road, Nr. Sola Bridge, Off. S. G. Highway, Ahmedabad - 380 054

Additional Information of Directors being appointed as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India

Particulars Item No. 1 Item No. 2 Item No. 3 Item No. 4
Name of Director Mr. Sandeep Mohanraj Mr. Darshankumar Mr. Ameetkumar Mr. Ashish Kantilal
Singhi Naranbhai Patel Hiranyakumar Desai Patel
Age 58 62 60 49
Qualifications Science
Graduate
and
Bachelor of Science (B.Sc.) in BBA
(Sardar
Patel
Bachelor of Arts (B.A)
Law Graduate Chemistry (Undergraduate) University) and an MBA and Bachelor of Law
from University School of (L.L.B)
Management, Ahmedabad.
Experience (including Mr. Sandeep Singhi is a Management, Manufacturing, Mr. Desai is the Founder of Marketing,
Branding,
expertise in specific Science
Graduate
and
Marketing
management
Anubhuti Value Trust; a
SEBI registered AIF Fund
Finance and Strategic
Planning
functional area)/ Brief Law
Graduate
by
Consumer, branding, strategic with a unique investing
Resume qualification and is Senior planning methodology
for
Public
Partner of Singhi & Co., Equities. The investors in
Advocates
&
Notary,
Mr. Darshan N Patel, is a the fund comprise some
Ahmedabad. He has over distinguished
entrepreneur
Premier
Family
Offices.
27 years of experience in with
over
30
years
of
Prior to Anubhuti, he has
legal field. He is enrolled experience in launching iconic had a very rich and diverse
as an Advocate with the brands
and
creating
new
experience of 38 years of
Bar Council of Gujarat categories
in
the
OTC,
corporate India. Mr. Desai
since 1989 and also as a wellness, and personal care was also a member of the
CII Corporate Governance
member
of
the
sectors
in
domestic
and
Council; a member of CII
International
Bar
international markets. At Vini National
Committee
on
Association.
He
has
Cosmetics, he continues to Financial Markets.
expertise in legal field. drive innovation with brands
such as FOGG, OSSUM and Mr.
Desai
was
the
White Tone. Known for his Executive
Director
and
Group
CFO
of
Adani

passion, visionary leadership, Group and led the Listing
and
consumer-centric
of 4 out of the 7 Adani
approach,
Mr.
Patel
is
named entities. He has been
celebrated as one of India's a member of the Board of 3
most
successful
brand
of the listed entities. During
builders. Previously as the his
fifteen-year
stint
at
Adani, he successfully led 2
Managing Director of Paras IPOs and a QIP raising over
Pharmaceuticals Ltd., he led US\$ 2 bn, and mobilized
the
company
to
become
over US\$ 350 mn in private
equity. He also raied over
India's fastest-growing pharma US\$10 bn domestic and
firm,
creating
household
international
loans
and
brands like MOOV, KRACK, bonds.
DERMICOOL,
LIVON,
ITCHGUARD etc. Mr. Desai was Global Head
of
M&A
and
Business
Planning
for
Ranbaxy
Laboratories
Ltd.,
the
largest
Indian
pharmaceutical
company
(US\$ 1 bn in revenue, US\$
4 bn in Market Cap with
Operations in India, USA,
EU, Africa, SE Asia) where
he
led
cross
border
acquisitions
in
Japan,
Germany, US and France
besides leading divestment
of Allied Business to PE as
Management buy-
out.
Terms and Conditions 5 years i.e from September 13, 2024 up to September 12, 2029
of Appointment

13.09.2024
13218 Nil 56350 59010
Mr. Sandeep Singhi is not Mr. Darshan Patel is not Mr. Ameet Desai
is not
Mr. Ashish Patel is not
related to any Director or related to any Director
Key
Managerial
or
Key
Managerial
Personnel
of
the
Personnel
of
the
Company Company
Not Applicable

ACC Limited

Vini
Cosmetics
Private

Sourcepro
Infotech

Confederation
of
Real
Estate
Developers
Association of India
–Gujarat
Aasthaa
Realinfra
Private Limited

Varmora Granito Private
and
Technologies
Not Applicable
Sitting Fees

Gujarat
Ambuja
Exports Limited
related to any Director or Key
Managerial Personnel of the
Company
Limited

Janman
Investments
Private Limited

Bridgeup
Tech
Private
Limited

Paras
Webcoat
Private
Limited
related to any Director or
Key Managerial Personnel
of the Company
Private Limited

Corona
Remedies
Private Limited

JM
Financial
Asset
Reconstruction
Company Limited

Adani Defence Systems


Bgauss
Auto
Private
Limited

Adani Naval Defence
Systems
And
Technologies Limited

Nxgn Sports Interactive
Private Limited

Adani Aerospace And
Defence Limited

Hester
Biosciences
Limited

Ambuja
Cements
Limited
Membership/Chairman
ship of Committees of
other Boards as on date
of Postal Ballot Notice
Gujarat
Ambuja
Exports Limited

Audit Committee –
Chairman

Nomination
and
Remuneration
Committee

Chairman
Vini
Cosmetics
Private
Limited: Chairman of CSR
Committee
JM
Financial
Asset
Reconstruction Company
Limited

Risk
Management
Committee –
Chairman

Board Committee for
Settlement Proposals -
Chairman

Audit
Committee

Member

Committee constituted
for Conversion of Debt
into Shares –
Member

Wilfull
Defaulter

Review
Committee
-
Member
ACC Limited

Audit Committee –
Chairman

Nomination
and
Remuneration
Committee –
Member
Not Applicable Ambuja Cements Limited

Merger and Acquisition
Committee –
Chairman

Commodity Price Risk
Committee –
Chairman

Risk
Management


Stakeholders
Committee –
Member
Relationship
Committee –
Member

Corporate
Responsibility
Committee -
Member

Risk
Management
Committee -
Member

Public
Consumer
Committee -
Member

Merger
&
Acquisitions
Committee
-
Chairman

Legal, Regulatory &
Tax
Committee
-
Chairman

Reputation
Risk
Committee -
Member

Commodity
Price
Risk
Committee
-
Chairman
Listed entities from
Sandesh Limited
Not Applicable
Hester
Biosciences
Not Applicable
which the Director has
Adani Green Energy
Limited
resigned in the past Limited
three years

Particulars Item No. 5 Item No. 6
Name of Director Mr. Anmol Dipakkumar Patel Mr. Amanvir Shekhar Patel
Age 28 23
Qualifications BSC (Hons) Management BBA
Global
Management
(Finance),
Regent's
University of Nottingham, London University,
London
Experience (including expertise in specific Mr. Anmol Dipakkumar Patel has Mr. Amanvir Shekhar Patel possesses expertise in
functional area)/ Brief Resume requisite
expertise
in
Strategic
Finance, Marketing, Communication, Negotiation and
Planning,
Negotiation,
Tech
Problem Solving
Savviness,
Problem
Solving
and
Communication.
Terms and Conditions of Appointment As per the resolution set out at Item As per the resolution set out at Item No. 6 of the Postal
No. 5 of the Postal Ballot Notice read
with statement pursuant to Section 102
Ballot Notice read with statement pursuant to Section
102 of the Act
of the Act
Remuneration last drawn (including sitting Not Applicable Not Applicable
fees, if any)
Remuneration proposed to be paid Sitting Fees Sitting Fees
Date of first appointment on the Board 13.09.2024 13.09.2024
Shareholding in the Company including 1430000 1230000
shareholding as a beneficial owner as on
date of Postal Ballot Notice
Relationship with other Directors/Key Mr. Anmol Dipakkumar Patel is (i) son Mr. Amanvir Shekhar Patel is son of Mr. Shekhar G.
Managerial Personnel of Mr. Dipakkumar G. Patel, Chairman Patel, Managing Director & CEO of the Company
&
Whole-time
Director
of
the
Company (ii) brother of Ms. Aneri D
Patel, Non –
Executive Director of the

Company
Number of meetings of the Board attended Not Applicable
Directorship of other Board as on date of
Postal Ballot Notice


Madhukamal
Real
Estate
Madhukamal Real Estate Investment Private
Investment Private
Limited
Limited


Maple Brandmark Private Limited
Maple Brandmark Private Limited


Shri Ganesh Construction Private
Shri Ganesh Construction Private Limited
Limited

Gamit Builders Private Limited

Gamit Builders Private Limited

Ganesh Green Energy Private Limited

Ganesh
Green
Energy
Private
Limited

Madhukamal Infrastructure Private
Limited

Million Minds Techspace Private
Limited
Membership/Chairmanship of Committees
of other Boards as on date of Postal Ballot
Not Applicable
Notice
Listed entities from which the Director has Not Applicable
resigned in the past three years