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Gayatri BioOrganics Ltd.

BSE: 524564 Sector: Others
NSE: N.A. ISIN Code: INE052E01015
BSE 00:00 | 25 Feb 5.10 0.23
(4.72%)
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5.10

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5.10

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NSE 05:30 | 01 Jan Gayatri BioOrganics Ltd
OPEN 5.10
PREVIOUS CLOSE 4.87
VOLUME 5860
52-Week high 8.68
52-Week low 1.33
P/E
Mkt Cap.(Rs cr) 40
Buy Price 5.10
Buy Qty 3590.00
Sell Price 5.10
Sell Qty 32.00
OPEN 5.10
CLOSE 4.87
VOLUME 5860
52-Week high 8.68
52-Week low 1.33
P/E
Mkt Cap.(Rs cr) 40
Buy Price 5.10
Buy Qty 3590.00
Sell Price 5.10
Sell Qty 32.00

Gayatri BioOrganics Ltd. (GAYATRIBIOORGA) - Director Report

Company director report

To

The Members of

Gayatri Bio Organics Limited

Your Directors present the Twenty Ninth Annual Report along with the Audited FinancialStatements and the Auditor's Report thereon for the period ended 31st March 2020.

* FINANCIAL SUMMARY:

Particulars 31.03.2020 31.03.2019
Net Sale Income from Operations
Other Operating Income
Income from operations - 15547.85
Other Income 8508.51 210.44
Total Income 8508.51 15758.29
Total Expenditure 61.5 17308.96
Finance Charges
Depreciation
Provision for Taxation - -
Net Profit / (Loss) 8447.01 (1550.67)

"Operations are carried in the Company pending transfer of assets and liabilitiesin pursuance of Business Transfer Agreement entered with Blue craft Agro Private Limitedand hence entire revenue from operations represent revenue from discontinued operations (As per Accounting Standard 24- Discontinued Operations issued by ICAI)of the Company andthe required disclosures are hereunder.

Particulars 31.03.2020 31.03.2019
Revenue(Net of Excise) - 15758.29
Operating Expenses discontinuing operations 17308.96
Profit before Tax from discontinuing operations 8447.01 1550.67
Income Tax Expense - -
Profit after Tax from discontinuing operations 8447.01 1550.67
Total Assets related to discontinuing operations - 14275.32
Total Liabilities related to discontinuing operations - 22660.96

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:

N G Rao & Associates Chartered Accountants are the Statutory auditors of thecompany appointed for 5 years i.e from conclusion of 27th Annual General Meeting until theconclusion of the 32nd Annual General Meeting of the company.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee hasre-appointed M/s. VAS & Co. Chartered Accountants Hyderabad as the InternalAuditors of your Company. The Internal Auditors are submitting their reports on quarterlybasis

SECRETARIAL AUDITORS:

Mr. Y. Koteswar Rao Practicing Company Secretary was appointed to conduct theSecretarial Audit of the Company for the financial year 2019-20 as required under Section204 of the Companies Act 2013 read with Rule 9 there-under. The secretarial audit reportfor F.Y 2019-20 annexed to this Board's Report as Annexure-I.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Sri. T. V. 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 andSEBI(Listing Obligations and Disclosure Requirements) Regulations2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of working of its audit committee nomination and remuneration committeeand stakeholders relationship committee . The manner in which the evaluation has beencarried out 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.

As on 1st April 2019 Smt. Sneha Murlimanohar Bangad was appointed as Company Secretaryand Compliance Officer and Sri. Achanta Prabhakar Rao was appointed as Chief FinancialOfficer of the company.

The term of office of Mr. C.V. Rayudu expires on 17th May 2020. He was reappointed bythe Board on 13th August 2020 and was proposed for consent of shareholders in the fourthcoming Annual General meeting as per the provisions of the Companies Act.

INDEPENDENT DIRECTORS:

The Company has received disclosures from the Independent Directors confirming theirindependence in terms of the SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 and Section 149(6) of the Companies Act 2013. The Letter of Appointmentissued to the Independent Directors containing the terms and conditions are availableunder investors section on the website of the Company http://www.gayatribioorganics.com

During the year 2019-20 Mr. T.G. Pandya and T.R. Raja Gopalan was IndependentDirector resigned on 12th July 2019 and T.N. Karam chetti resigned on 6th November2019 as they are disqualified to continue as Independent Directors due to their age asper the provision of the SEBI guidelines.

Mr. P.V. Narayana Rao and Ch.R. Sesha Prasad were appointed on 30th May 2019 and V.Murali was appointed on 30th January 2020 in complianes with the provision of the SEBIguide lines and also Companies Act.

A Brief Profile of the Directors of the Company is annexed herewith to this report asAnnexure- 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 being arm's length transactionshave been reported and annexed hereto in form AOC-2 as Annexure - III and forms part ofthis 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 F.Y 2019-20 the operations are carried in the company pending of transfer of assetsand liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14thAugust 2019 the company has completed the slump sale as per the Business TransferAgreement (BTA) dated 28thNovember 2016 for sale of its business under taking ofmanufacturing and selling of starch and its derivatives along with its units namely"Unit 1 situated at NH-9 Nandi Kandi VillageSadasivpet mandal Medak Dist.Telangana and Unit 2 situated at Balabadrapuram Village Biccavole Mandal East GodavariDist. Andhra Pradesh" as per the agreed terms.

The company is pursuing various options for future course of action.

b. Industry Structure and Developments

In F.Y 2019-20 the operations are carried in the company pending of transfer of assetsand liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14thAugust 2019 the company has completed the slump sale as per the Business TransferAgreement (BTA) dated 28thNovember 2016 for sale of its business undertaking ofmanufacturing and selling of starch and its derivatives along with its units namely"Unit 1 situated at NH-9 Nandi Kandi Village Sadasivpetmandal Medak Dist.Telangana and Unit 2 situated at Balabadrapuram Village Biccavole Mandal East GodavariDist. Andhra Pradesh" as per the agreed terms.

The company is pursuing various options for future course of action.

c. Opportunities and threats

In F.Y 2019-20 the operations are carried in the company pending of transfer of assetsand liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14thAugust 2019 the company has completed the slump sale as per the Business TransferAgreement (BTA) dated 28thNovember 2016 for sale of its business undertaking ofmanufacturing and selling of starch and its derivatives along with its units namely"Unit 1 situated at NH-9 Nandi Kandi VillageSadasivpetmandal Medak Dist. Telanganaand Unit 2 situated at Balabadrapuram Village Biccavole Mandal East Godavari Dist.Andhra Pradesh" as per the agreed terms.

The company is pursuing various options for future course of action.

d. Out look

In F.Y 2019-20 the operations are carried in the company pending of transfer of assetsand liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14thAugust 2019 the company has completed the slump sale as per the Business TransferAgreement (BTA) dated 28thNovember 2016 for sale of its business undertaking ofmanufacturing and selling of starch and its derivatives along with its units namely"Unit 1 situated at NH-9 Nandi Kandi VillageSadasivpetmandal Medak Dist. Telanganaand Unit 2 situated at Balabadrapuram Village Biccavole Mandal East Godavari Dist.Andhra Pradesh" as per the agreed terms.

The company is pursuing various options for future course of action.

e. Risks and Concerns

In F.Y 2019-20 the operations are carried in the company pending of transfer of assetsand liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14thAugust 2019 the company has completed the slump sale as per the Business TransferAgreement (BTA) dated 28thNovember 2016 for sale of its business undertaking ofmanufacturing and selling of starch and its derivatives along with its units namely"Unit 1 situated at NH-9 Nandi Kandi VillageSadasivpetmandal Medak Dist. Telanganaand Unit 2 situated at Balabadrapuram Village Biccavole Mandal East Godavari Dist.Andhra Pradesh" as per the agreed terms.

The company is pursuing various options for future course of action.

f. Internal Control Systems and their adequacy

The Company has adequate internal control systems commensurate with the activities ofthe Company.

g. Operational performance

In F.Y 2019-20 the operations are carried in the company pending of transfer of assetsand liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14thAugust 2019 the company has completed the slump sale as per the Business TransferAgreement (BTA) dated 28thNovember 2016 for sale of its business undertaking ofmanufacturing and selling of starch and its derivatives along with its units namely"Unit 1 situated at NH-9 Nandi Kandi VillageSadasivpetmandal Medak Dist. Telanganaand Unit 2 situated at Balabadrapuram Village Biccavole Mandal East Godavari Dist.Andhra Pradesh" as per the agreed terms.

The company is pursuing various options for future course of action.

Material developments in human Resources/Industrial Relations front including peopleemployed:

In F.Y 2019-20Smt. Sneha Murlimanohar Bangad Company Secretary was appointed on 1stApril 2019 and Sri.Achanta Prabhakar Rao Chief Financial Officer was appointed on 1stApril 2019 except these there are no other changes/appointments.

PARTICULARS OF EMPLOYEES

At present there are no employees whose particulars are to be given under Rule 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended from time to time.

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section197(12) of the Companies Act 2013 read with Rule5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014are currently not applicable as there are no employees and also no Directoror KMP who isdrawing remuneration from the Company except Mr. C.V. Rayudu Whole Time Director Mr.Achanta Prabhakar Rao CFO and Smt.Sneha Murlimanohar Bangad Company Secretary whosedetails are reported in MGT-9 annexed to this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUTGO:

The Company did not have any activities either relating to Conservation of Energy orTechnology Absorption and therefore the provisions relating to Conservation of EnergyorTechnology Absorption are not applicable. The Company did not have any foreign exchangeearnings and foreign exchange outgo during the year under review.

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

The Company has in place an Internal Control System commensurate with the size scaleand complexity of its operations. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.

SUBSIDIARIES:

The Company has no subsidiaries as on the date of 31st March 2020

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.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI(Listing Obligations andDisclosure Requirements)Regulations2015 the Board has carried out the annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination and Remuneration Committees. A structuredquestionnaire was prepared after taking into consideration inputs received from theDirectors covering 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 contribution independence 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:

Members of the Company Passed the Special Resolutions on 21/09/2016 and 21/06/2016through postal ballot notice dated 07.05.2016 and 13.08.2016 for the sale of Unit-I &II of the Company Situated at NH-9 Nandikandi Village

Sadasivapet Mandal Medak District Telangana and Balabadrapuram Village BiccavoleMandal East Godavari District Andhra Pradesh . In respect of which the management of theCompany has entered into a Business Transfer Agreement (BTA) with Bluecraft Agro PrivateLimited (CIN:U01100GJ2016PTC094317) a company registered under the Companies Act 2013having its registered office at 9 Ambalal Park JawaharChowk Sabarmati AhmedabadGujarat- 380005.

BTA CLOSED :

On 14th August 2019 the company has completed the slump sale as per the BusinessTransfer Agreement (BTA) dated 28thNovember 2016 for sale of its business undertaking ofmanufacturing and selling of starch and its derivatives along with its units namely"Unit 1 situated at NH-9 Nandi Kandi VillageSadasivpetmandal Medak Dist. Telanganaand Unit 2 situated at Balabadrapuram Village Biccavole Mandal East Godavari Dist.Andhra Pradesh" as per the agreed terms. The company is pursuing various options forfuture course of action.

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 March 2020the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended31st March 2020 and of the profit and loss of the Company for the year;

iii) The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) The Directors had prepared the annual accounts on a ‘going concern' basis;

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems 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:

The Company's senior management oversees the management of the risks. The Company'ssenior management ensures that all the risks that the organization faces such asStrategic Operational Compliance Financial and other risks are governed by appropriatepolicies and procedures and that the risks are identified measured and managed inaccordance with the Company's policies and risk objectives. The Board of Directors reviewsand agrees policies for managing each of the risk.

CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY AND CSR INITIATIVES:

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

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015a separate report on corporate governance formspart of the annual report. A certificate from the company secretary regarding complianceof conditions of corporate governance also forms the part of the annual report.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT INCLUDING PEOPLEEMPLOYED:

During the year under review as on 1st April 2019 Sneha Murlimanohar Bangad wasappointed as Company Secretary and Compliance Officer and AchantaPrabhakar Rao wasappointed as Chief Financial Officer of the company. Except these changes there was nomaterial developments in human Resources/Industrial Relations front including peopleemployed.

During the year 2019-20 Mr. T.G. Pandya and T.R. Raja Gopalan was IndependentDirector resigned on 12th July 2019 and T.N. Karamchetti resigned on 6th November2019 as they are disqualified to continue as Independent Directors due to their age asper the provision of the SEBI guidelines.

Mr. P.V. Narayana Rao and Ch.R. Sesha Prasad were appointed on 30th May 2019 and V.Murali was appointed on 30th January 2020 in complianes with the provision of the SEBIguide lines and also Companies Act.

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.

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 2020-21 to BSE Limited.

REPLY TO ADVERSE REMARKS OF AUDITORS' REPORT:

N G Rao & Associates Chartered Accountants the Statutory auditors of the companyare appointed for 5 years i.e from conclusion of 27th Annual General Meeting until theconclusion of the 32nd Annual General Meeting of the company.

The Independent Auditors' Report to the Members of theCompany in respect of theFinancial Statements for theFinancial Year ended March 31 2020 forms part of thisAnnualReport and do not contain any qualifications(s) or adverseobservations.

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.V. Sandeep Kumar Reddy
Date: 31st August 2020 Chairman
DIN :00005573

.