The Members of
Gayatri BioOrganics Limited
Your Directors present the Twenty Seventh Annual Report along with the AuditedFinancial Statements and the Auditor's Report thereon for the period ended 31st March2018.
|FINANCIAL RESULTS || |
(Rs. in lakhs)
|Particulars ||31.03.2018 ||31.03.2017 |
|Net Sale Income from Operations ||1710568070 ||793810849 |
|Other Operating Income ||23378352 || |
|Income from operations ||1733946422 || |
|Other Income ||118720421 || |
|Total Income ||1852666843 || |
|Total Expenditure ||1972585299 || |
|Finance Charges ||1871323 || |
|Depreciation ||69645620 || |
|Provision for Taxation || || |
|Net Profit / (Loss) ||(191435400) ||-8261.97 |
*Operations are carried in the Company pending transfer of assets and liabilities inpursuance of Business Transfer Agreement entered with Bluecraft Agro Private Limited andhence entire revenue from operations represent revenue from discontinued operations ( Asper Accounting Standard 24- Discontinued Operations issued by ICAI)of the Company and therequired disclosures are hereunder.
| || |
(Rs. in lakhs)
|Particulars ||31.03.2018 ||31.03.2017 |
|Revenue (Net of Excise) ||18526.67 ||7969.33 |
|Operating Expenses discontinuing operations ||20441.02 ||16231.30 |
|Profit before Tax from discontinuing operations ||1914.35 ||-8261.98 |
|Income Tax Expense || || |
|Profit after Tax from discontinuing operations ||1914.35 ||-8261.98 |
|Total Assets related to discontinuing operations ||14383.79 ||10380.76 |
|Total Liabilities related to discontinuing operations ||21232.40 ||14768.51 |
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.
During the year the Company has not accepted any deposits covered under the Chapter Vof the Companies Act 2013
The existing auditors M/s. M. Bhaskara Rao & Co Chartered Accountants havetendered their resignation from the position of Statutory Auditors due to unavoidablecircumstances resulting into a casual vacancy in the office of Statutory Auditors of thecompany as envisaged by section 139(8) of the Companies Act 2013 ("Act"). Boardhas appointed M/s.
N G Rao & Associates Chartered Accountants as Statutory Auditors of the Companyto fill the casual vacancy caused by the resignation of M/s. M. Bhaskara Rao & CoChartered Accountants.
Further they are appointed as Statutory Auditors of the Company for 5 years i.e fromconclusion of this Annual General Meeting until the conclusion of the 32nd AnnualGeneral Meeting of the Company and they shall conduct the Statutory Audit of the Companyfor the period ended 31st March 2019.
In this regard the Company has received a certificate from the M/s. N G Rao &Associates Chartered Accountants to the effect that if they are appointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.
Accordingly the appointment of M/s. N G Rao & Associates Chartered Accountantsas statutory auditors of the Company is placed before the shareholders for theirapproval.
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.
Mr. Y. Koteswar rao Practicing Company Secretary was appointed to conduct theSecretarial Audit of the Company for the financial year 2017-18 as required under Section204 of the Companies Act 2013 read with Rule 9 there-under. The secretarial audit reportfor F.Y 2017-18 annexed to this Board's Report as Annexure-I.
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 2018-2019. M/s. N.S.V.Krishna Rao & Co Cost Accountants submitted theCost Audit Report for the Financial Year ended 31st March 2018.
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 EightBoard meetings and Six 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.
The Management is in the process of short listing and finalizing the suitablecandidates for the offices of CFO and CS of the Company.
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 ofAppointment issued to the Independent Directors containing the terms and conditions areavailable 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 2017-18 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.