(ù c^y^TRt August 3L,2OLg The Secretary, Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. Scrip Code:532183 Dear Sir, Madam, Sub: Annual Reoort of Gavatri Susars Limited ('Companv'l Please find enclosed herewith the 24th Annual Report of Gayatri Sugars Limited for the Financial year 2018-19 ('Annual Report'). The Notice convening the Annual General Meeting of the Company along with the attendance slip, proxy form and route map forms part of this Annual Report. The Annual Report is also available on our website at the link: 202018-2019.pdf This information is being submitted pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. This is for your information and records. Thanking you. Yours faithfully, GayatriSugars Limited tl r )¡ r.l:,, \..:., .ì, ¡ .,,,i1. Chetan Kumar Sharma Company Secretary & Compliance Officer Encl: As Above Regd. & Corp. Office Gayatri Sugars L¡mited, 82, 2nd Ftoor, 6-3 1090. fSR Towers. T +91 4O 2341 4823 I 4826 W www.gayatf¡sugars.com Raj Bhavan Road, Sornajiguda, Hyderaba<j 500 OB2. Iêlangana F +.91 40 2341 4827 Faclor¡es : Kamareddy Unit : Adloor Yellareddy. Sadasivanagar Mandal. T r91 8468 248558 Kamareddy Dist. - 503 145. Telangana F +91 8468 248559 Nizamsagar Unit : Maagi. Nizamsagar Mandal. T +91 8465 275577 Kamareddy Dist. - 503 302. Telangana CIN : L1 5421TG1995PLC020720 0) GAYATRI SUGARS LIMITED TWENTY FOURTH ANNUAL REPORT 2018-19 0) 24th Annual General Meeting Day : Thursday th Date : 26 September, 2019 TIME : 11:30 A.M. Venue : FTCCI SURANA AUDITORIUM The Federation of Telangana Chambers of Commerce and Industry, Federation House, FAPCCI Marg, 11-6-841, Red Hills, P.B. 14, Hyderabad – 500 004. Gayatri Sugars Limited TWENTY FOURTH ANNUAL REPORT 2018-19 CORPORATE INFORMATION BOARD OF DIRECTORS Mrs. T. Indira Reddy Chairperson/Director (DIN: 00009906) Mr. T.V. Sandeep Kumar Reddy Vice Chairman/Director (DIN: 00005573) Mrs. T. Sarita Reddy Managing Director (DIN: 00017122) Mr. T.R. Rajagopalan Director (DIN: 00020643) Mr. J.N. Karamchetti Director (DIN: 00940963) Mr. R. S. Bhalerao Director (DIN: 07652493) CHIEF FINANCIAL OFFICER BANKERS Mr. V.R. Prasad Andhra Bank Union Bank of India COMPANY SECRETARY AND Bank of Baroda COMPLIANCE OFFICER State Bank of India Mr. Chetan Kumar Sharma Punjab National Bank REGISTERED OFFICE REGISTRAR & SHARE TRANSFER AGENTS B2, 2nd Floor, 6-3-1090, TSR Towers, Rajbhavan Road, Somajiguda, M/s. Venture Capital and Corporate Hyderabad - 500 082. Investments Private Limited Phone Nos: 040-23414823/26 H.No. 12-10-167, Bharat Nagar, Email: [email protected] Hyderabad – 500018. Ph: 040-23818475, 23818476 CORPORATE IDENTITY NUMBER FACTORIES L15421TG1995PLC020720 Kamareddy Unit AUDITORS Adloor Yellareddy Village, M O S & Associates LLP Sadasivanagar Mandal, Chartered Accountants Kamareddy District, Somajiguda, Hyderabad Telangana State COST AUDITORS: Nizamsagar Unit M/s Narasimha Murthy & Co Maagi Village, Cost Accountants, Nizamsagar Mandal, Hyderabad Kamareddy District, Telangana State 1 Twenty Fourth Annual Report N O T I C E NOTICE is hereby given that the 24th ANNUAL GENERAL MEETING of the Members of Gayatri Sugars Limited will be held on Thursday, September 26, 2019 at 11:30 A.M. at FTCCI Surana Auditorium, The Federation of Telangana Chambers of Commerce and Industry, Federation House, 11-6-841, FAPCCI Marg, Red Hills, P.B. 14, Hyderabad-500 004, to transact the following business: ORDINARY BUSINESS: Item No. 1 – Adoption of Audited Financial Statements To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2019 together with the Reports of the Board of Directors and the Auditors thereon. Item No. 2 – Reappointment of a Director To appoint a director in place of Mr. T. V. Sandeep Kumar Reddy [DIN: 00005573] who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, seeks re- appointment. SPECIAL BUSINESS: Item No. 3 - Re-appointment of Mr. T. R. Rajagopalan as an Independent Director To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’), the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended from time to time, Mr. T. R. Rajagopalan (DIN: 00020643), who was appointed as an Independent Director at the 19th Annual General Meeting of the Company and who holds office up to September 29, 2019 and who is eligible for re-appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, based on the recommendations of the Nomination and Remuneration Committee, to hold office for a second term commencing with effect from September 30, 2019 up to September 29, 2024, not liable to retire by rotation.” Item No. 4 - Re-appointment of Mr. J. N. Karamchetti as an Independent Director To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’), the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended from time to time, Mr. J. N. Karamchetti (DIN: 00940963), who was appointed as an Independent Director 2 Gayatri Sugars Limited at the 19th Annual General Meeting of the Company and who holds office up to September 29, 2019 and who is eligible for re-appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, based on the recommendations of the Nomination and Remuneration Committee, to hold office for a second term commencing with effect from September 30, 2019 up to September 29, 2024, not liable to retire by rotation.” Item No. 5 - Ratification of Remuneration of Cost Auditors To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, including any amendment, modification or variation thereof, Narasimha Murthy & Co., Cost Accountants appointed as Cost Auditors by the Board of Directors of the Company to audit the cost records of Sugar, Power and Distillery divisions of the Company for the financial year 2019-20, for a remuneration of Rs. 2,00,000 (Rupees Two Lakhs) per annum plus applicable taxes and out of pocket expenses that may be incurred, be and is hereby ratified. RESOLVED FURTHER THAT the Board of Directors (the ‘Board’ which term includes a duly constituted Committee of the Board of Directors) be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this Resolution and/or otherwise considered by them to be in the best interest of the Company.” NOTES: 1. The Statement, pursuant to Section 102 of the Companies Act, 2013 (‘Act’) with respect to Item Nos. 3 to 5 forms part of this Notice. Additional information, pursuant to applicable Regulations of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, and Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India in respect of Directors seeking appointment/re-appointment at this Annual General Meeting (‘Meeting’ or ‘AGM’) is furnished as annexure to the Notice. 2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument of Proxy in order to be effective shall be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. Proxies submitted on behalf of limited companies, societies, partnership firms, etc. must be supported by appropriate resolution / authority as applicable, issued on behalf of the nominating organization. 3. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty (50) members and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy, who shall not act as a proxy for any other person or shareholder. The appointment of proxy shall be in the Form No.