Gayatri BioOrganics Ltd Management Discussions.

a. Business Environment

In FY 2017-18 the operations are carried in the company pending transfer of assets and liabilities pursuant to BTA entered into with Bluecraft Agro Private Limited. The transfer has not consummated as on the date balance sheet.The Company is pursuing various options for future course of action.

b. Industry Structure and Developments

In FY 2017-18 the operations are carried in the company pending transfer of assets and liabilities pursuant to BTA entered into with Bluecraft Agro Private Limited. The transfer has not consummated as on the date balance sheet.The Company is pursuing various options for future course of action.

c. Opportunities and threats

In FY 2017-18 the operations are carried in the company pending transfer of assets and liabilities pursuant to BTA entered into with Bluecraft Agro Private Limited. The transfer has not consummated as on the date balance sheet.The Company is pursuing various options for future course of action.

d. Out look

In FY 2017-18 the operations are carried in the company pending transfer of assets and liabilities pursuant to BTA entered into with Bluecraft Agro Private Limited. The transfer has not consummated as on the date balance sheet.The Company is pursuing various options for future course of action.

e. Risks and Concerns

In FY 2017-18 the operations are carried in the company pending transfer of assets and liabilities pursuant to BTA entered into with Bluecraft Agro Private Limited. The transfer has not consummated as on the date balance sheet.The Company is pursuing various options for future course of action.

f. Internal Control Systems and their adequacy

In FY 2017-18 the operations are carried in the company pending transfer of assets and liabilities pursuant to BTA entered into with Bluecraft Agro Private Limited. The transfer has not consummated as on the date balance sheet.The Company is pursuing various options for future course of action.

g. Operational performance

In FY 2017-18 the operations are carried in the company pending transfer of assets and liabilities pursuant to BTA entered into with Bluecraft Agro Private Limited. The transfer has not consummated as on the date balance sheet.The Company is pursuing various options for future course of action. h. Human Financial Resources / Industrial Relations

In FY 2017-18 the operations are carried in the company pending transfer of assets and liabilities pursuant to BTA entered into with Bluecraft Agro Private Limited. The transfer has not consummated as on the date balance sheet.The Company is pursuing various options for future course of action.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1),5(2) of the Companies (Appointment and Remuneration of 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 with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Boards Report as Annexure-VI.

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, 2018.

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. The policy is also posted in the investors section of the companys website.

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:

The 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, Jawahar Chowk, Sabarmati, Ahmedabad, Gujarat- 380005.

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, 2018 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, 2018 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:

Your Directors have constituted a Risk Management Committee and defined its roles and responsibilities, which focuses that all the risks that the organization faces such as Strategic, Operational, Compliance, Financial and other risks have been identified and assessed and there is adequate risk management infrastructure in place capable of addressing those risks.

STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY:

The statement on development and implementation of risk management policy is given under the management discussion and analysis report which is attached with this annual report.

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 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 auditors regarding compliance of conditions of corporate governance also forms the part of the annual report.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. The unflinching commitment of the employees is the driving force behind the Companys 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 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, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023. (b) The Company paid Listing fees for the year 2018-19 to BSE Limited.

REPLY TO ADVERSE REMARKS OF AUDITORS REPORT:

With regard to qualified opinion, The Company had to sell its both the units of the Company to come out of the financial crisis and to reduce the overall cost burden. The management continues its support to the Company with all necessary assistances including financial and operational.

The management is in the process of establishing internal financial control mechanism.

REPLY TO ADVERSE REMARKS OF SECRETARIAL AUDITORS REPORT:

The company was under the process of short listing and finalising the suitable candidate for the offices of Company Secretary of the Company and Chief Financial Officer (CFO). The management is in the process of selection of appropriate candidates for the above mentioned offices.

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: 13.08.2018 Chairman
DIN :00005573