General information about company
Scrip code	532767
Name of the entity	GAYATRI PROJECTS LIMITED
Date of start of financial year	01-04-2015
Date of end of financial year	31-03-2016
Reporting Quarter	Yearly
Date of Report	31-03-2016
Risk management committee	Not 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 explanatory

Textual Information(1)

Disclosure of notes on composition of board of directors explanatory

Yes

Sr

Title (Mr / Ms)

Name of the Director

PAN

DIN

Category 1 of directors

Category 2 of directors

Category 3 of directors

Date of appointment in the current term

Date of cessation

Tenure of director (in months)

No of Directorship in listed entities including this listed entity

Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity

No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity

Notes

1

Mr

K.Venkateswarlu

AEHPK6581R

06931804

Non-Executive - Nominee Director

Not Applicable

13-02-2016

1

0

0

Textual Information(2)

2

Mr

Umakanth K Bijapur

ABNPB5050B

07269181

Non-Executive - Nominee Director

Not Applicable

03-09-2015

13-02-2016

0

0

0

Textual 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 quarter					Yes
Sr	Name Of Committee	Name of Committee members	Category 1 of directors	Category 2 of directors	Name of other committee
1	Audit Committee	Mr.J.N.Karamchetti	Non-Executive - Independent Director	Member

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Annexure 1
Annexure 1
III. Meeting of Board of Directors
Sr	Date(s) of meeting (if any) in the previous quarter	Date(s) of meeting (if any) in the current quarter	Maximum gap between any two consecutive (in number of days)
1	14-11-2015
2	28-11-2015		13
3		13-02-2016	76

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Annexure 1
IV. Meeting of Committees
Sr	Name of Committee	Date(s) of meeting of the committee in the relevant quarter	Whether requirement of Quorum met (Yes/No)	Requirement of Quorum met (details)	Date(s) of meeting of the committee in the previous quarter	Maximum gap between any two consecutive meetings (in number of days)
1	Audit Committee	13-02-2016	Yes	3 out of 3	14-11-2015	91

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Annexure 1
V. Related Party Transactions
Sr	Subject	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.
1	Whether prior approval of audit committee obtained	Yes
2	Whether shareholder approval obtained for material RPT	Yes
3	Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee	Yes
Disclosure of notes of material transaction with related party			Textual 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
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	Yes
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	Yes
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	Yes
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee	Yes
5	The 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
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	Yes
7	The 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
Sr	Item	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.	Web address
1	Details of business	Yes		www.gayatri.co.in
2	Terms and conditions of appointment of independent directors	Yes		www.gayatri.co.in
3	Composition of various committees of board of directors	Yes		www.gayatri.co.in
4	Code of conduct of board of directors and senior management personnel	Yes		www.gayatri.co.in
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		www.gayatri.co.in
6	Criteria of making payments to non-executive directors	Yes		www.gayatri.co.in
7	Policy on dealing with related party transactions	Yes		www.gayatri.co.in
8	Policy for determining ‘material’ subsidiaries	Yes		www.gayatri.co.in
9	Details of familiarization programmes imparted to independent directors	Yes		www.gayatri.co.in
10	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		www.gayatri.co.in
11	email address for grievance redressal and other relevant details	Yes		www.gayatri.co.in
12	Financial results	Yes		www.gayatri.co.in
13	Shareholding pattern	Yes		www.gayatri.co.in
14	Details of agreements entered into with the media companies and/or their associates	NA
15	New name and the old name of the listed entity	NA

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’	16(1)(b) & 25(6)	Yes
2	Board composition	17(1)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Review of Compliance Reports	17(3)	Yes
5	Plans for orderly succession for appointments	17(4)	Yes
6	Code of Conduct	17(5)	Yes
7	Fees/compensation	17(6)	Yes
8	Minimum Information	17(7)	Yes
9	Compliance Certificate	17(8)	Yes
10	Risk Assessment & Management	17(9)	Yes
11	Performance Evaluation of Independent Directors	17(10)	Yes
12	Composition of Audit Committee	18(1)	Yes
13	Meeting of Audit Committee	18(2)	Yes
14	Composition of nomination & remuneration committee	19(1) & (2)	Yes
15	Composition of Stakeholder Relationship Committee	20(1) & (2)	Yes
16	Composition and role of risk management committee	21(1),(2),(3),(4)	NA
17	Vigil Mechanism	22	Yes
18	Policy for related party Transaction	23(1),(5),(6),(7) & (8)	Yes
19	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
20	Approval for material related party transactions	23(4)	Yes
21	Composition of Board of Directors of unlisted material Subsidiary	24(1)	Yes
22	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	Yes
23	Maximum Directorship & Tenure	25(1) & (2)	Yes
24	Meeting of independent directors	25(3) & (4)	Yes
25	Familiarization of independent directors	25(7)	Yes
26	Memberships in Committees	26(1)	Yes
27	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
28	Disclosure of Shareholding by Non-Executive Directors	26(4)	Yes
29	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
	Any other information to be provided - Add Notes

Annexure II
III. Affirmations
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	Yes

Signatory Details
Name of signatory	I V LAKSHMI
Designation of person	Company Secretary
Place	HYDERABAD
Date	13-04-2016