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Gayatri BioOrganics Ltd.

BSE: 524564 Sector: Others
NSE: N.A. ISIN Code: INE052E01015
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VOLUME 2000
52-Week high 23.40
52-Week low 5.85
P/E
Mkt Cap.(Rs cr) 48
Buy Price 6.04
Buy Qty 348.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.04
CLOSE 6.04
VOLUME 2000
52-Week high 23.40
52-Week low 5.85
P/E
Mkt Cap.(Rs cr) 48
Buy Price 6.04
Buy Qty 348.00
Sell Price 0.00
Sell Qty 0.00

Gayatri BioOrganics Ltd. (GAYATRIBIOORGA) - Director Report

Company director report

To

The Members of

Gayatri BioOrganics Limited

Your Directors present the Twenty Fifth Annual Report along with the Audited FinancialStatements and the Auditor's Report thereon for the period ended 31st March2016.

FINANCIAL SUMMARY

(Rs. in lakhs)

31.03.2016 31.03.2015
Net Sale Income from Operations 13764.33 25570.12
Other Operating Income 51.085 85.64
Income from operations 13815.41 25655.76
Other Income 96.14 25.98
Total Income 13911.55 25681.74
Total Expenditure 16296.84 24124.73
Finance Charges 1274.03 939.41
Depreciation 213.39 237.38
Provision for Taxation
Net Profit / (Loss) -3872.71 393.21

PERFORMANCE DURING THE YEAR UNDER REVIEW STARCH DEPARTMENT

The Company has a Crushing Capacity of 135000 MTPA considering Medak plant CrushingCapacity of 90000 MTPA and the Second Unit located at Biccavole East Godavari DistrictCrushing Capacity of 45000 MTPA. The Company crushed 68950 MTs maize as against 88836MTs maize during the previous year.

SORBITOL DIVISION

The Company has present crushing capacity of Sorbitol at 17000 TPA and produced 5282MTsof Sorbitol during the Financial Year ended 31st March 2016.

The Company recorded net loss of Rs.3872.71 Lakhs as against a net profit of Rs.393.21Lakhs.

EXPORTS

The Company has not made any exports during the year.

REPORT TO BIFR

Company has submitted a report as required under Section 23 of the "SickIndustrial Companies (Special Provisions) Act" 1985 to the Board for Industrial& Financial Reconstruction Government of India (BIFR) since the accumulated losseshave resulted in erosion of more than 50% of net worth of Company during the fourfinancial years immediately preceeding the financial year ended on 31st March2016.

AMOUNT TO BE TRANSFERRED TO RESERVES AND DIVIDEND PROPOSED:

In the current financial year No amount was transferred to reserves and the Board ofDirectors of the Company does not recommend any dividend for the financial year underreview.

PUBLIC DEPOSITS:

During the year the Company has not accepted any deposits covered under the Chapter Vof the Companies Act 2013

STATUTORY AUDITORS:

At the 23rd Annual General Meeting (AGM) held on 30th September2014 M/s M Bhaskara Rao & Co. Chartered Accountants were appointed as StatutoryAuditor of the Company to hold office from the conclusion of AGM held on September 302014 to the conclusion of the 28th AGM (subject to ratification of theappointment by the members at every AGM held after that AGM) at such remuneration as maybe decided by the Board of Directors. In terms of the first proviso to Section 139 of theCompanies Act 2013 the appointment of the auditor shall be placed for ratification atevery Annual General Meeting. Accordingly the appointment of M/s M Bhaskara Rao &Co. Chartered Accountants as statutory auditors of the Company is hereby placed forratification by the shareholders. In this regard the Company has received a certificatefrom the auditors to the effect that if they are reappointed it would be in accordancewith the provisions of Section 141 of the Companies Act 2013.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee hasre-appointed M/s. M O S & Associates Chartered Accountants Hyderabad as theInternal Auditors of your Company. The Internal Auditors are submitting their reports onquarterly basis.

SECRETARIAL AUDITORS:

Mr. Y. Koteswar Rao Practicing Company Secretary was appointed to conduct theSecretarial Audit of the Company for the financial year 2015-16 as required under Section204 of the Companies Act 2013 read with Rule 9 there-under. The secretarial audit reportfor FY 2015-16 annexed to this Board's Report as Annexure-I.

COST AUDITORS:

In accordance with Section 148(3) and other applicable provisions if any of theCompanies Act 2013 and The Companies (Audit and Auditors) Rules 2014 and in accordancewith the Audit Committee recommendation the Board of Directors had appointed M/s N.S.V.Krishna Rao & Co Cost Accountants Hyderabad to Conduct the Cost Audit for theFinancial Year 2016-2017. M/s. N.S.V. Krishna Rao & Co Cost Accountants submittedthe Cost Audit Report for the Financial Year ended 31st March 2016.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Sri.T. Sandeep Kumar Reddy (DIN: 00005573) retires by rotation at the forth comingannual general meeting and being eligible offers himself for re-appointment.

The independent directors of the company are highly qualified and stalwarts in theirrespective filed with wide and varied experience. They actively participate in thediscussions at the board meeting and their suggestions have helped the company to grow ata rapid pace.The independent directors are paid sitting fees for attending the board andcommittee meetings. The nomination and remuneration committee has in place their criteriafor determination of qualifications positive attributes and independence of thedirectors which they would consider as and when the company would be required to appointthe new independent directors.Pursuant to the provisions of Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the board has carriedout an evaluation of its own performance the directors individually as well as theevaluation of working of its audit committee nomination and remuneration committee andstakeholders relationship committee. The manner in which the evaluation has been carriedout has been explained in the corporate governance report.The manner in which theremuneration is paid to the directors executive directors and senior level executives thecompany has also been explained in the corporate governance report.During the year fiveboard meetings and four audit committee meetings were convened and held the details ofwhich are given in the corporate governance report. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.

S. Narasappa Company Secretary has resigned from the office w.e.f. 30.5.2015 and on02.03.2016 Mr. V. Kali Prasad Chief Financial Officer (CFO) of the Company has resignedfrom the office of CFO of the Company. The Management is in the process of short listingand finalising the suitable candidates for the office of CFO and CS of the Company.

INDEPENDENT DIRECTORS:

The Company has received disclosures from the Independent Directors confirming theirindependence in terms of the SEBI(Listing Obligations and DisclosureRequirements)Regulations2015 and Section 149(6) of the Companies Act 2013.

The Letter of Appointment issued to the Independent Directors containing the terms andconditions are available under investors section on the website of the Companyhttp://www.gayatribioorganics.com A Brief Profile of the Directors of the Company isannexed herewith to this report as Annexure II

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were atarm's length basis. There are no materially significant related party transactions made bythe company with promoters key managerial personnel or other designated persons which mayhave potential conflict with interest of the company at large. A detailed report onmaterial contracts and arrangements made during the year 2015-16 being arm's lengthtransactions have been reported and annexed hereto in form AOC-2 as Annexure - III andforms part of this report.

EXTRACT OF ANNUAL RETURN:

The extract of annual return in form no. MGT-9 as provided under section 92 (3) of theCompanies Act2013 read with Rule 12 of the Companies (Management & Administration)Rules 2014 is annexed hereto as Annexure-IV and forms the part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT a. Business Environment

In FY 2015-16 the global economy showed signs of recovery with growth in demand fromthe developed countries in the second half of the year. Emerging markets including Indiahad to face multiple challenges of rising current account deficit depreciation of thelocal currency and additional pressure due to capital outflows.

Your Company's performance for the year 2015-16 has to be viewed in the context ofaforesaid economic and market environment. b. Industry Structure and Developments

The Company is engaged in the business of producing Sorbitol and Starch. Sorbitol is awater soluble polyhydric alcohol having sweet taste and high stability besides propertiesof plasticizing. It finds application as input material in various industrial sectors suchas Tooth Paste Pharmaceuticals Vitamin-C Cosmetics Paper and Paints etc. Sorbitol andStarch industries in India are very much fragmented and scattered through out India. Incase of Sorbitol at present only four major players are there in South India. When itcomes to Starch nearly 50% of Indian Starch production comes from Gujarat where fourmajor Starch Factories are located.

The consumer industry i.e. Tooth Paste Pharma Cosmetic Paint etc have shown growthwhich may lead to further improved business to the company. However the growth in demandfor Sorbitol is fluctuating and presently the prices are encouraging. When it comes toStarch since 60% of starch goes for food based industry the demand is not eventhroughout the year. Further the industry is also suffering from excess capacity and canbe compensated only when the demand picks up continuously. c. Opportunities and threats

The Starch Industry at time shown good future the raw material availability atreasonable prices and cheaper imports of starch from the neighboring Countries will havean impact on the profitability of the Industry and Your Company is not an exception to it.The company has been facing the threat of import of Sorbitol.

However your Company is likely to face competition from other competitors; there maybe risks inherent in meeting unforeseen situations not uncommon in the industry. YourCompany is aware of these challenges and is geared to meet them. d. Out look

The outlook for the company's products is reasonably good but the management feels thatthe Company should be provided with sufficient working capital to achieve higheroperations levels. The Company is improving its operating efficiencies in terms of betterutilization of plant capacities. The Company is optimistic about its growth prospects inthe future. During the year the Company explored exports markets for the products andachieved significant business. It has ambitious plans to capture more new markets toexpand the business.

e. Risks and Concerns

The Company faces risk of lower realization in the event of cheap imports. Other riskfaced by the Company is that Sorbitol is based on the agro commodity which is exposed tofactors of Monsoon in the Country. Besides the factors mentioned above agriculturalincome economic scenario wholesale and consumer price level impact of trade agreementswith other countries and trade blocks etc. are some of the factors which affects theperformance of the Company. f. Internal Control Systems and their adequacy

The Company is in the process of adopting an Internal Control System to balance thefinancial operational compliance and other risks and explore its business opportunitiesat the fullest to achieve its desired objectives. g. Operational performance

This has already been discussed in this report. h. Human Financial Resources /Industrial Relations

People are the most valued assets of the Company. They work individually andcollectively contributing to the achievement of the objectives of the business. Therelation between the employees and the Company remained harmonious and cordial throughoutthe year. Your Company's corporate culture and the vision and values help unite theworkforce and provide standards for how your Company conducts the business. Your Companyhas successfully aligned human capital with business and organizational objectives. Theemphasis has been on team work skill development and development of leadership andfunctional capabilities of the employees. The Industrial relations remained cordial at allunits of the Company.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1)5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are provided as Annexure-V to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUTGO:

Information required under section 134(3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed to this Board's Report asAnnexure-VI.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company is in the process of adopting an Internal Control System commensurate withthe size scale and complexity of its operations.

SUBSIDIARIES:

The Company has no subsidiaries as on the date of 31st March 2016.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 Schedule IV of theCompanies Act to recommend a policy of the Company on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters and to frame proper systems foridentification appointment of Directors & KMPs Payment of Remuneration to them andEvaluation of their performance and to recommend the same to the Board from time to time.The policy is also posted in the investors section of the company's website.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration Committees. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directorscovering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance. A separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contributionindependence ofjudgment safeguarding the interest of the Company and its minority shareholders etc. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Directors. The Directors expressed their satisfaction with theevaluation process.

FIXED DEPOSITS :

Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.

MATERIAL CHANGES:

The Company has obtained the Special Resolution of shareholders by carrying out thepostal ballot for the sell lease transfer assign or otherwise dispose of the"Unit-II of the Company situated at Balabadrapuram Village BiccavoleMandal EastGodavari District Andhra Pradesh- 533 343" with related assets and liabilities (asidentified)on Slump Sale basis and submitted the voting results along with the scrutinizerreport to the stock exchange and all other regulatory authorities.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year the company has not given any loans or guarantees covered under theprovisions of section 186 of the Companies Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 Your Directors' confirm that: i)In the preparation of annual accounts for the financial year ended 31st March2016 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures; ii) The Directors have selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give true and fair view of the state of affairs of the Company at the endof the financial year ended 31st March 2016 and of the profit and loss of theCompany for the year; iii) The Directors have taken proper and sufficient care for theirmaintenance of adequate accounting records in accordance with the provisions of theCompanies Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; iv) The Directors had prepared the annual accounts on a'going concern' basis; v) The directors are in the process of laying down the internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively; and vi) The directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Company. The details of the Policy are explained in theCorporate Governance Report and also posted under investors section on the website of theCompany http://www.gayatribioorganics.com

RISK MANAGEMENT:

Your Directors have constituted a Risk Management Committee and defined its roles andresponsibilities which focuses that all the risks that the organization faces such asStrategic Operational Compliance Financial and other risks have been identified andassessed and there is adequate risk management infrastructure in place capable ofaddressing those risks.

STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY:

The statement on development and implementationof risk management policy is given underthemanagement discussion and analysis report which isattached with this annual report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICYAND CSR INITIATIVES:

Your Company does not fall under the purview of Sec.135 of the Companies Act2013.Hencethe Company not required to Constitute Corporate Social Responsibility Committee.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreementand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separatereport on corporate governance forms part of the annual report. A certificate from theauditors regarding compliance of conditions of corporate governance also forms the part ofthe annual report.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Theunflinching commitment of the employees is the driving force behind the Company's vision.Your Company appreciates the spirit of its dedicated employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

OUTLOOK FOR THE FINANCIAL YEAR 2016-17:

It is gratifying to say that the products of this Company are well accepted in themarket and are being patronized by the major clients. The Company is hopeful of achieving100% of the installed capacity. However the availability of maize crop and workingCapital will be the key factors for achieving the targeted results of the Company.

CAUTIONARY STATEMENT:

Statements in this "Management Discussion & Analysis" may be consideredto be "forward looking statements" only. Actual results could differ materiallyfrom those expressed or implied within the meaning of applicable securities laws orregulations.

LISTING OF SECURITIES:

(a) The Company's Shares are listed with BSE Limited PhirozeJeejeebhoy Towers DalalStreet Mumbai - 400 023. (b) The Company paid Listing fees for the year 2016-17 to BSELimited.

REPLY TO ADVERSE REMARKS OF AUDITORS' REPORT:

With regard to qualified opinion on trade receivables which includes certain tradereceivables amounting to Rs.77978564 /- which are overdue and outstanding for a periodof more than one year the management believes that the same are fully recoverable as itis and the company is in the process of collecting the amounts and no provisions arerequired as on date.

Point No. (vii) (a) of Annexure to Auditors' Report with regard to irregularity andserious delays in remitting statutory dues including provident fund income-tax salestax value added tax duty of customs service tax cess and other material statutory dueswere due to working capital constraints.

Point No. (viii)of Annexure to Auditors' Report on default/delays in payment of duesto bankers and financial institution are also owing to working capital constraints.

REPLY TO ADVERSE REMARKS OF SECRETARIAL AUDITORS' REPORT:

The company was under the process of short listing and finalising the suitablecandidate for the office of Company Secretary of the Company. Despite best efforts fromthe management process of selection of appropriate candidate for the above mentionedoffice got delayed due to shortage of suitable candidates to meet the requirements of theCompany.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere appreciation and gratitudeto all Financial Institutions Company's Bankers Shareholders Government AgenciesSuppliers Customers Co-operation and support during the year and their confidence in itsmanagement. The Directors wish to convey their appreciation to all the employees for theirenormous personal efforts as well as their collective contribution to the Company'sperformance. The Directors are also thankful to all other stakeholders for their valuablesustained support to the Company.

By Order of the Board
Place: Hyderabad T. Sandeep Kumar Reddy
Date: 13.08.2016 Chairman