Gayatri BioOrganics Ltd Directors Report.

To

The Members of

Gayatri Bio Organics Limited

Your Directors present the Twenty Ninth Annual Report along with the Audited Financial Statements and the Auditors 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 liabilities in pursuance of Business Transfer Agreement entered with Blue craft Agro Private Limited and hence entire revenue from operations represent revenue from discontinued operations ( As per Accounting Standard 24- Discontinued Operations issued by ICAI)of the Company and the 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 of Directors of the Company does not recommend any dividend for the financial year under review.

PUBLIC DEPOSITS:

During the year, the Company has not accepted any deposits covered under the Chapter V of the Companies Act, 2013

STATUTORY AUDITORS:

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

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. VAS & Co.,, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis

SECRETARIAL AUDITORS:

Mr. Y. Koteswar Rao, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year 2019-20, as required under Section 204 of the Companies Act, 2013 read with Rule 9 there-under. The secretarial audit report for F.Y 2019-20 annexed to this Boards Report as Annexure-I.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

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

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

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

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

INDEPENDENT DIRECTORS:

The Company has received disclosures from the Independent Directors confirming their independence in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and Section 149(6) of the Companies Act, 2013. The Letter of Appointment issued to the Independent Directors containing the terms and conditions are available under 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 Independent Director, resigned on 12th July, 2019 and T.N. Karam chetti, resigned on 6th November, 2019, as they are disqualified to continue as Independent Directors due to their age as per 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 SEBI guide lines and also Companies Act.

A Brief Profile of the Directors of the Company is annexed herewith to this report as Annexure- II

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were at arms length basis. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large. A detailed report on material contracts and arrangements made during the year, being arms length transactions have been reported and annexed hereto in form AOC-2 as Annexure - III and forms 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 the Companies Act,2013 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 assets and liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14th August 2019 the company has completed the slump sale as per the Business Transfer Agreement (BTA) dated 28thNovember 2016 for sale of its business under taking of manufacturing and selling of starch and its derivatives along with its units namely, "Unit 1 situated at NH-9, Nandi Kandi Village,Sadasivpet mandal, Medak Dist. Telangana and 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.

b. Industry Structure and Developments

In F.Y 2019-20 the operations are carried in the company pending of transfer of assets and liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14th August 2019 the company has completed the slump sale as per the Business Transfer Agreement (BTA) dated 28thNovember 2016 for sale of its business undertaking of manufacturing 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 Godavari Dist. 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 assets and liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14th August 2019 the company has completed the slump sale as per the Business Transfer Agreement (BTA) dated 28thNovember 2016 for sale of its business undertaking of manufacturing 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 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 assets and liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14th August 2019 the company has completed the slump sale as per the Business Transfer Agreement (BTA) dated 28thNovember 2016 for sale of its business undertaking of manufacturing 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 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 assets and liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14th August 2019 the company has completed the slump sale as per the Business Transfer Agreement (BTA) dated 28thNovember 2016 for sale of its business undertaking of manufacturing 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 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 of the Company.

g. Operational performance

In F.Y 2019-20 the operations are carried in the company pending of transfer of assets and liabilities pursuant to BTA entered into with Blue craft Agro Private Limited. On 14th August 2019 the company has completed the slump sale as per the Business Transfer Agreement (BTA) dated 28thNovember 2016 for sale of its business undertaking of manufacturing 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 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 people employed:

In F.Y 2019-20Smt. Sneha Murlimanohar Bangad, Company Secretary was appointed on 1st April 2019 and Sri.Achanta Prabhakar Rao, Chief Financial Officer was appointed on 1st April 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) Rules 2014, as amended from time to time.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section197(12) of the Companies Act, 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are currently not applicable as there are no employees and also no Directoror KMP who is drawing remuneration from the Company except Mr. C.V. Rayudu Whole Time Director, Mr. Achanta Prabhakar Rao, CFO and Smt.Sneha Murlimanohar Bangad, Company Secretary whose details 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 or Technology Absorption and therefore the provisions relating to Conservation of Energyor Technology Absorption are not applicable. The Company did not have any foreign exchange earnings 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, scale and complexity of its operations. During the year, such controls were tested and no reportable 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” has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act to recommend a policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation 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 and Disclosure Requirements)Regulations,2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

FIXED DEPOSITS:

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

MATERIAL CHANGES:

Members of the Company Passed the Special Resolutions on 21/09/2016 and 21/06/2016 through 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, Biccavole Mandal, East Godavari District, Andhra Pradesh . In respect of which the management of the Company has entered into a Business Transfer Agreement (BTA) with Bluecraft Agro Private Limited, (CIN:U01100GJ2016PTC094317), a company registered under the Companies Act, 2013, having its registered office at 9, Ambalal Park, JawaharChowk, Sabarmati, Ahmedabad, Gujarat- 380005.

BTA CLOSED :

On 14th August 2019 the company has completed the slump sale as per the Business Transfer Agreement (BTA) dated 28thNovember 2016 for sale of its business undertaking of manufacturing 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 Godavari Dist. Andhra Pradesh" as per the agreed terms. The company is pursuing various options for future course of action.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year, the company has not given any loans or guarantees covered under the provisions 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, 2020 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st 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 of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 the company and that such internal financial controls are adequate and were operating effectively; and

vi) The directors had devised proper systems to ensure compliance with the provisions of 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 and mismanagement, if any in the Company. The details of the Policy are explained in the Corporate Governance Report and also posted under investors section on the website of the Company http://www.gayatribioorganics.com

RISK MANAGEMENT:

The Companys senior management oversees the management of the risks. The Companys senior management ensures that all the risks that the organization faces such as Strategic, Operational, Compliance, Financial and other risks are governed by appropriate policies and procedures and that the risks are identified, measured and managed in accordance with the Companys policies and risk objectives. The Board of Directors reviews and 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 Act,2013.Hence the Company is not required to Constitute Corporate Social Responsibility Committee.

CORPORATE GOVERNANCE REPORT:

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

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING PEOPLE EMPLOYED:

During the year under review, as on 1st April, 2019 Sneha Murlimanohar Bangad was appointed as Company Secretary and Compliance Officer and AchantaPrabhakar Rao was appointed as Chief Financial Officer of the company. Except these changes there was no material developments in human Resources/Industrial Relations front, including people employed.

During the year 2019-20, Mr. T.G. Pandya and T.R. Raja Gopalan was Independent Director, resigned on 12th July, 2019 and T.N. Karamchetti, resigned on 6th November, 2019, as they are disqualified to continue as Independent Directors due to their age as per 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 SEBI guide 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 would impact the going concern status of the Company and its future operations.

CAUTIONARY STATEMENT:

Statements in this “Management Discussion & Analysis” may be considered to be “forward looking statements” only. Actual results could differ materially from those expressed or implied within the meaning of applicable securities laws or regulations.

LISTING OF SECURITIES:

(a) The Companys Shares are listed with BSE Limited, PhirozeJeejeebhoy Towers, Dalal Street, 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 company are appointed for 5 years i.e from conclusion of 27th Annual General Meeting until the conclusion of the 32nd Annual General Meeting of the company.

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

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere appreciation and gratitude to all Financial Institutions, Companys Bankers, Shareholders, Government Agencies, Suppliers, Customers Co-operation and support during the year and their confidence in its management. The Directors wish to convey their appreciation to all the employees for their enormous personal efforts as well as their collective contribution to the Companys performance. The Directors are also thankful to all other stakeholders for their valuable sustained support to the Company.

By Order of the Board
Place: Hyderabad T.V. Sandeep Kumar Reddy
Date: 31st August, 2020 Chairman
DIN :00005573