General information about company

Scrip code532767
Name of the entityGAYATRI PROJECTS LIMITED
Date of start of financial year01-04-2015
Date of end of financial year31-03-2016
Reporting QuarterYearly
Date of Report31-03-2016
Risk management committeeNot Applicable



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
Disclosure of notes on composition of board of directors explanatoryYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months)No of Directorship in listed entities including this listed entityNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entityNo of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entityNotes
1MrK.VenkateswarluAEHPK6581R06931804Non-Executive - Nominee DirectorNot Applicable13-02-2016100Textual Information(2)
2MrUmakanth K BijapurABNPB5050B07269181Non-Executive - Nominee DirectorNot Applicable03-09-201513-02-2016000Textual Information(3)



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Textual Information(1)There is no change in the composition of board except mentioned in the table.
Textual Information(2)APPOINTED AS A NOMINEE DIRECTOR OF BANK OF BARODA WITH EFFECT FROM 13.02.2016
Textual Information(3)RESIGNED AS A NOMINEE OF BANK OF BARODA WITH EFFECT FROM 13.02.2016



Annexure 1

II. Composition of Committees

Is there any change in composition of committees compare to previous quarterYes
SrName Of CommitteeName of Committee membersCategory 1 of directorsCategory 2 of directorsName of other committee
1Audit CommitteeMr.J.N.KaramchettiNon-Executive - Independent DirectorMember



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Annexure 1

Annexure 1

III. Meeting of Board of Directors

SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)
114-11-2015
228-11-201513
313-02-201676



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Annexure 1

IV. Meeting of Committees

SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum met (details)Date(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)
1Audit Committee13-02-2016Yes3 out of 314-11-201591



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Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTYes
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes
Disclosure of notes of material transaction with related partyTextual Information(1)



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Textual Information(1)The Company has invested Rs.235.00 Crores in 9% Non-Convertible Cumulative Redeemable Preference Shares (NCRPS) of Rs.100/- each with a face value of Rs.10/- (Rupees Ten Only) at a premium of Rs.90/- (Rupees Ninety Only) per share issued by M/s. Gayatri Hi-Tech Hotels Limited (Related Party) by way of conversion of EPC receivables outstanding from M/s. Gayatri Hi-Tech Hotels Limited. Further the Company has obtained approval of the shareholders by way of special resolution through postal ballot on 22.03.2016 and the related parties are abstained from voting on the aforesaid resolution.



Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes



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Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeswww.gayatri.co.in
2Terms and conditions of appointment of independent directorsYeswww.gayatri.co.in
3Composition of various committees of board of directorsYeswww.gayatri.co.in
4Code of conduct of board of directors and senior management personnelYeswww.gayatri.co.in
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.gayatri.co.in
6Criteria of making payments to non-executive directorsYeswww.gayatri.co.in
7Policy on dealing with related party transactionsYeswww.gayatri.co.in
8Policy for determining ‘material’ subsidiariesYeswww.gayatri.co.in
9Details of familiarization programmes imparted to independent directorsYeswww.gayatri.co.in
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.gayatri.co.in
11email address for grievance redressal and other relevant detailsYeswww.gayatri.co.in
12Financial resultsYeswww.gayatri.co.in
13Shareholding patternYeswww.gayatri.co.in
14Details of agreements entered into with the media companies and/or their associatesNA
15New name and the old name of the listed entityNA



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1)Yes
3Meeting of Board of directors17(2)Yes
4Review of Compliance Reports17(3)Yes
5Plans for orderly succession for appointments17(4)Yes
6Code of Conduct17(5)Yes
7Fees/compensation17(6)Yes
8Minimum Information17(7)Yes
9Compliance Certificate17(8)Yes
10Risk Assessment & Management17(9)Yes
11Performance Evaluation of Independent Directors17(10)Yes
12Composition of Audit Committee18(1)Yes
13Meeting of Audit Committee18(2)Yes
14Composition of nomination & remuneration committee19(1) & (2)Yes
15Composition of Stakeholder Relationship Committee20(1) & (2)Yes
16Composition and role of risk management committee21(1),(2),(3),(4)NA
17Vigil Mechanism22Yes
18Policy for related party Transaction23(1),(5),(6),(7) & (8)Yes
19Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
20Approval for material related party transactions23(4)Yes
21Composition of Board of Directors of unlisted material Subsidiary24(1)Yes
22Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)Yes
23Maximum Directorship & Tenure25(1) & (2)Yes
24Meeting of independent directors25(3) & (4)Yes
25Familiarization of independent directors25(7)Yes
26Memberships in Committees26(1)Yes
27Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
28Disclosure of Shareholding by Non-Executive Directors26(4)Yes
29Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes






Annexure II

III. Affirmations

1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedYes



Signatory Details

Name of signatoryI V LAKSHMI
Designation of personCompany Secretary
PlaceHYDERABAD
Date13-04-2016