Directors Report of Gateway Distriparks Ltd.

Mar 31, 2018

The Directors have pleasure in presenting their report for the year ended 31st March 2018.

A. Consolidated Financial Results

(Rs. In Lakhs)

Sl. No	Particulars	2017-18	2016-17
1	Income from Operations and Other Income	40,925.73	40,567.53
2	Profit before Finance Cost, Depreciation and taxes	9,812.62	10,336.40
3	Finance cost	1,076.46	531.22
4	Depreciation & Amortisation	3,041.85	2,650.80
5	Profit before Exceptional items & taxation	5,694.31	7,154.38
6	Share of profit from associates / Joint Venture using Equity method	4,016.21	1,761.33
7	Exceptional item	-	-
8	Provision for taxes	1,394.46	1,503.80
9	Profit for the year	8,316.06	7,411.91
10	Other Comprehensive Income	25.84	2.69
11	Total Comprehensive Income for the year	8,341.90	7,414.60

B. Dividend

The Company has declared two Interim dividends totaling Rs. 7 per equity share amounting to Rs. 7,610.96 Lakhs for the financial year 2017-18. The Company does not recommend Final Dividend for the financial year 2017-18.

C. Directors

Mrs. Mamta Gupta, who retires by rotation, seeks re-appointment as Director, at the forthcoming Annual General Meeting.

D. Corporate Governance

As a listed Company, necessary measures are taken to comply with the listing agreements with the Stock Exchanges. The various policies related to Prevention of insider trading, Code of Conduct, Determining material events for disclosure, Document preservation & archival of documents and other Corporate policies can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor.asp. A report on corporate governance and certificate of compliance from the Auditors are given as Annexure A of this Report.

E. Listing of Equity Shares

The Company’s Equity shares are listed on the BSE Limited, Mumbai situated at Phiroze Jeejeebhoy Tower, Dalal Street Mumbai - 400 001 and the National Stock Exchange of India Ltd. situated at Exchange Plaza, Bandra Kurla Complex, Mumbai - 400 051. The Company has made up-to-date payment of the listing fees.

F. Auditors

S. R. Batliboi & Co. LLP, Firm Registration No.301003E / E300005, Chartered Accountants, holds office as Statutory Auditors of the Company till the conclusion of the Annual General Meeting 2022, subject to annual ratification at each Annual General Meeting. The Company has received letter from M/s. S. R. Batliboi & Co. LLP, Firm Registration No.301003E / E300005, Chartered Accountants, confirming that their appointment would be within the limits prescribed under Sections 139(2) and 141of the Companies Act, 2013.

G. Statutory Information

Extracts of Annual Return under Section 92(3)

Particulars of the Annual report under Section 92 (3) of the Companies Act, 2013 are given in Form MGT-9, which is annexed to this Report as Annexure B.

Number of meetings of the Board of Directors

During FY 2017-18, 5 meetings of the Board of Directors were held on 11 May 2017, 18 May 2017, 11 August 2017, 9 November 2017 and 15 February 2018.

Directors Responsibility Statement

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:-

i. in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. such accounting policies as mentioned in Note 1 of the Annual Accounts have been applied consistently and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2018 and of the profit of the Company for that period.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts for the year ended 31st March 2018 have been prepared on a going concern basis.

v. have laid down internal financial controls to be followed by the Company and that such internal finance controls are adequate and are operating effectively.

vi. proper systems to ensure compliance with the provisions of all applicable laws are devised and such systems are adequate and operating effectively.

Declaration by Independent Directors

Independent Directors have given declarations that they meet the criteria of independence as provided under Section 149 (6) of the Companies Act, 2013.

Policy on Directors’ Appointment & Remuneration

Your Company has an equal mix of Promoter Directors and independent Directors on its Board. As at the year end, the Board has six members consisting of two Executive Directors, one woman Director and three independent Directors.

The details of Nomination and Remuneration Policy, pursuant to Section 178 of the Companies Act, 2013 and applicable regulations of SEBI (LODR) Regulations, 2014 are available on our website and can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor.asp. No changes have been made in the policy during the year and the remuneration paid to the Directors are as per the terms laid out in the Nomination & Remuneration policy of the Company.

Details of Familiarization Program for Independent Directors, criteria for making payments to Non-Executive Directors and Board Diversity Policy can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor.asp

Audit Reports

There are no qualifications, reservations or adverse remarks or disclaimers in the Auditors report or Secretarial Audit report. Secretarial Audit Report from M/s. S. N. Ananthasubramanian & Co., Practising Company Secretaries, is annexed to this Report as Annexure C.

Particulars of loans, guarantees or investments

Rs. Lakhs

Particulars of loans, guarantees and investments under section 186 of Companies Act, 2013		As at 31.03.2018
Investments
80,00,000	Equity Shares of Rs. 10 each in Gateway East India Private Limited (100% Subsidiary)	1,484.00
35,83,945	Equity Shares of Rs. 100 each in Chandra CFS and Terminal Operators Private Limited (100% Subsidiary)	4,508.44
1,38,30,000	Equity Shares of Rs. 10 each in Gateway Distriparks (Kerala) Limited (Subsidiary) including equity component of Zero Coupon Redeemable Preference Shares	1,460.57
20,11,00,000	Equity Shares of Rs. 10 each in Gateway Rail Freight Limited (Joint Venture) including equity component of Zero Coupon Redeemable Preference Shares	20,476.00
6,72,54,119	Equity Shares of Rs. 10 each in Snowman Logistics Limited (Associate)	10,416.99
1,66,72,199	Zero Coupon Redeemable Preference Shares of Rs. 10 each in Gateway Distriparks (Kerala) Limited (Subsidiary)	2,016.79
Guarantees for loans
Guarantee given for loan from HDFC Bank Limited to Chandra CFS and Terminal Operators Private Limited (100% Subsidiary)		301.52
Guarantee given for loan from KSIDC to Gateway Distriparks (Kerala) Limited (Subsidiary)		869.75
Guarantee given for Credit facility from HDFC Bank to Gateway East India Private Limited (Subsidiary)		1,100.00
Guarantee given for loan from HDFC Bank Limited to Gateway Rail Freight Limited (Joint Venture)		18,954.24

Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 are given in Form AOC-2, which is annexed to this Report as Annexure D. Details of policy for determining material subsidiaries and the policy for dealing with related party transactions can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor.asp

Remuneration from Subsidiary company

During the year, Mr. Prem Kishan Dass Gupta, Chairman and Managing Director received Commission / sitting fees from subsidiary company: Gateway East India Private Limited Rs. 0.80 Lakhs (FY 2016-17 Rs. 0.80 Lakhs). Mr. Ishaan Gupta, Joint Managing Director received Commission / sitting fees from subsidiary company: Gateway East India Private Limited Rs. 0.80 Lakhs (FY 2016-17 Rs. 0.80 Lakhs).

During the year, Gateway Rail Freight Limited paid Commission / sitting fees to Mr. Prem Kishan Dass Gupta, Chairman and Managing Director Rs. 229 Lakhs (FY 2016-17 Rs. 154 Lakhs) and to Mr. Ishaan Gupta, Joint Managing Director Rs. 18 Lakhs (FY 2016-17 Rs. 12 Lakhs).

Deposits

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Disclosure under Section 134 (3) (m)

Conservation of Energy

The Company continues to give highest priority for conservation of energy by using a mix of technology changes, process optimization methods and other conventional methods, on an on going basis.

Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

Foreign Exchange Earnings and Outgo

i) Expenditure in foreign currency: Rs. 3.00 Lakhs (including Capital items) (2016-17: Rs. 461.29 Lakhs)

ii) Earnings in foreign currency : Nil

Corporate Social Responsibility (CSR)

Particulars of Corporate Social Responsibility (CSR) activities are given in the Form, which is annexed to this Report as Annexure E.

Annual Evaluation of Board performance

The performance evaluation criteria of the Board, as laid down by the Nomination, Remuneration & ESOP Committee includes growth in Business volumes and profitability, compared to earlier periods, growth over the previous years through inorganic expansion, transparency and fairness in Board Decision making processes. The performance evaluation criteria of Individual Directors and Committees include attendance record and intensity of participation at meetings, Quality of interventions, special contributions and interpersonal relationships with other Directors and management. The exclusive meeting of Independent Directors evaluated the performance of the Board, Committees of Board, nonIndependent Directors & the Chairman as excellent. The Board evaluated the performance of Independent Directors based on their attendance record, contributions, their interventions and interpersonal relationships and the Chairman expressed the Board’s appreciation of their performance. The Nomination and Remuneration Committee noted that the performance of the individual directors & Committees based on the high attendance record and intense participation at meetings, high quality of interventions, special contributions and excellent Inter-personal relationships with other Directors and management. The performance of the Chairman was based on notable contributions in the achievements of the Company and role in conducting Board meetings and bringing out contributions from all Directors. Prevailing remuneration in similar industry / function / experience are considered for recruiting persons & while granting increases in remuneration, besides the performance of the person. The Committee and the Board approved the remuneration paid to key managerial personnel and other employees.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy, details of which can be accessed by clicking on the web link: http:// www.gateway-distriparks.com/investor.asp . Under this policy employees are encouraged to report financial irregularities, fraud, violation of laws and Company’s Code of conduct. The policy provides for protection of the whistle blower for disclosures. No individual in the Company has been denied access to the Audit Committee or its Chairman. Audit Committee has periodically reviewed the functioning of Vigil Mechanism. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women a the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any sexual harassment complaints during the year.

Information under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Information under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure F to this report.

Subsidiaries / Associates

Information about subsidiaries / Associate / Joint Venture are given in Form AOC-1, which is annexed as Annexure G to this report.

Risk Management Policy

The Board of Directors has put in place a Risk Management policy for the Company, which includes business risks, market risks, event risks and IT / financial/ interest rate / liquidity, risks and the structure, infrastructure, processes, awareness and risk assessment / minimization procedures. The elements of the risk, which in severe form can threaten Company’s existence, have been identified by the Board of Directors. The risks have been prioritized based on risk analysis and process to identify emerging risks are in place. The Company has in place measures for Business Continuity, Disaster recovery and Information security. A control assurance program covering internal financial controls (IFC) has been implemented and tested during the year. Details of the Risk Management Policy can be accessed by clicking on the web link: http://www. gateway-distriparks.com/investor.asp

Demat Suspense Account

	No. of shareholders	No. of Shares
No. in Suspense Account at beginning of the year	12	1,237
No. of shares transferred from Suspense Account during the year to IEPF	10	1,013
No. in Suspense Account at end of the year	2	224
Voting rights on above shares are frozen till claimed by rightful owner

Voting rights on above shares are frozen till claimed by rightful owner

Pursuant to Section 129 of the Companies Act, 2013, the annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders seeking such information at any point of time.

The annual accounts of the subsidiary companies are kept for inspection by any shareholders in the registered offices of the company and its subsidiary companies. A copy of the accounts of subsidiaries shall be made available to shareholders on request.

For and on behalf of the Board of Directors

Prem Kishan Dass Gupta

Chairman & Managing Director

DIN: 00011670

Place: New Delhi

Date: 16 May 2018

---

Mar 31, 2017

The Directors have pleasure in presenting their report for the year ended 31st March 2017.

A. Consolidated Financial Results

(Rs. In Lakhs)

Sl. No	Particulars	2016-17	2015-16
1	Income from Operations and Other Income	40,567.53	40,480.32
2	Profit before Finance Cost, Depreciation and taxes	10,336.41	11,878.15
3	Finance cost	531.22	488.80
4	Depreciation & Amortization	2,650.80	2,751.87
5	Profit before Exceptional items & taxation	7,154.39	8,637.48
6	Share of profit from Associates / Joint Venture using Equity method	1,761.33	3,380.98
7	Exceptional item	-	3,200.32
8	Provision for taxes	1,503.80	2,965.99
9	Profit for the year	7,411.92	12,252.79
10	Other Comprehensive Income	2.69	5.46
11	Total Comprehensive Income for the year	7,414.61	12,258.25

B. Dividend

The Company has declared two Interim dividends totaling Rs. 7 per equity share amounting to Rs. 7,610.96 Lakhs for the financial year 2016-17. The Dividend Distribution Tax on the Interim Dividends amounts to Rs. 1,549.41 Lakhs. The Company does not recommend Final Dividend for the financial year 2016-17.

C. Management Discussion & Analysis:

a) Industry structure and developments

Containerized cargo represents quarter of India''s Export Import Trade, compared to the global average of around 70%. Containerized traffic in Indian ports increased by 3% to 8.4 Lakhs TEUs in FY 2016-17.

JNPT accounted for around 53% of India''s total containerized traffic by handling around 4.5 Lakhs TEUs in 2016-17. The country''s second biggest container port at Chennai handled 1.5 Lakhs TEUs. The volumes at other significant container ports at Visakhapatnam grew by 25% to 0.37 Lakhs TEUs and Cochin grew by 17% to 0.49 Lakhs TEUs.

b) Opportunities and threats

The company foresees opportunities for expansion and increase in profitability in the growing containerization in both Export-Import and domestic trade, increase in private sector participation in ports and movement of containers by rail, liberalization of Government policies and increase in the country''s foreign trade. During the past few years, the Company has taken several initiatives for growth and expansion. The company operates Container Freight Stations at JNPT-Navi Mumbai, Chennai, Krishnapatnam, Visakhapatnam and Kochi. The Company''s green field project at Krishanapatnam has commenced its operations in March 2017. The Company continues to prune costs and augment its equipment for handling and transporting containers, which are operated by contractors.

The Company''s rail vertical, Gateway Rail Freight Limited (GRFL) has expanded its business relating to operating container trains on the Indian railways network. GRFL has put in place a fleet of railway rakes / trailers and ICDs to provide end-to-end solution to customers across the country. The Company''s cold chain logistics arm, Snowman Logistics Ltd. which had its IPO during FY 2014-15 and has expanded its capacity to become a premier player in this emerging business. Competition from existing and new entrants and managing the geographical / capacity expansion present the company with new challenges.

c) Segment-wise / Product-wise performance

The Company''s entire business is from CFS. There are no other primary / secondary segments in the Company''s business.

d) Outlook

Over the medium term, growth in port volumes, Direct port delivery movement of containers & resulting increased throughput at our CFSs, increase in volume of rail movement of containers, and growth in the cold chain logistics business are expected to have positive impact on the Company''s long term business and profitability. Containerized EXIM trade is expected to show consistent performance at major Indian ports over the next few years.

e) Risks and concerns

Increase in fuel costs could result in increase in the Company''s major costs of transport and handling of containers. Increase in container traffic vis-a-vis creation of infrastructure at the ports could lead to congestion at ports which would result in decline / delay in the throughput handled by the Company. The revenues of the Company are concentrated on the container volumes handled by major shipping lines and consolidators, who use its CFSs at various locations.

f) Internal Control systems and adequacy

The Company makes use of IT enabled solutions in its operations, accounting and for communication within its facilities and with customers and vendors. Pursuant to Companies (Accounts) Rules, 2014, a control assurance program including internal financial controls (IFC) has been implemented and tested during the year. The control framework had integrated components including control environment, risk assessment, control activity, information and communication and monitoring. The controls were documented, assessed, tested and found satisfactory. The evaluation was carried out under guidance of Dy. CEO & Chief Finance Officer. The Company''s accounts and operations are subject to internal audit and review by the Audit Committee of the Board of Directors.

g) Financial / Operational Performance Operations:

Total income of the company (stand alone) from operations & other income during 2016-17 was Rs. 34,813.65 Lakhs (2015-16: Rs. 36,610.39 Lakhs). The Profit before tax and exceptional income for 2016-17 was Rs. 6,672.23 Lakhs (2015-16: Rs. 8,919.75 Lakhs). The Total comprehensive income for 2016-17 was Rs. 5,174.78 Lakhs (2015-16: Rs. 11,682.12 Lakhs). The retained earnings as on 31 March 2017 was Rs. 25,896.66 Lakhs (2015-16: Rs. 27,991.40 Lakhs)

Together with its subsidiary companies in the CFS business at Chennai, Visakhapatnam and Kochi, the revenue from CFS operations for FY 2016-17 was Rs.39,340 Lakhs (2015-16: Rs.38,791 Lakhs) and Profit after Tax for FY 2016-17 was Rs. 5,580 Lakhs (2015-16: Rs. 6,404 Lakhs)

Finance:

The Company has outstanding Term loans of Rs. 8,029.71 Lakhs and loans for transport / handling equipments Rs.1,266.44 Lakhs with HDFC Bank Limited as on March 31, 2017. The Company has been sanctioned cash credit / overdraft facilities / Buyers credit / Bank Guarantee of Rs. 10,500 Lakhs by HDFC Bank Limited. The Company has given guarantees in respect of outstanding funded / non-funded borrowing facilities of Rs. 24,517.75 Lakhs of Joint venture Gateway Rail Freight Limited, Rs. 1,100 Lakhs of subsidiary Company Gateway East India Private Limited, Rs.128.24 Lakhs of subsidiary company Chandra CFS and Terminal Operators Private Limited and Rs. 1,125 Lakhs of subsidiary company Gateway Distriparks (Kerala) Ltd. as on 31st March, 2017. The income from interest on fixed deposits with banks and investments was Rs. 145.05 Lakhs in the current year (2015-16: Rs. 600.63 Lakhs).

h) Human Resources

The Company continued to have cordial and harmonious relations with its employees. Human relations policies were reviewed and upgraded in line with the Company''s plans for geographical expansion. Initiatives on training and development of human resources were undertaken. The Company''s staff strength on March 31, 2017 was 231 employees (March 31, 2016: 229 employees).

i) Cautionary statement

Statements made in this report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might vary materially from those either expressed or implied.

D. Directors

Mrs. Mamta Gupta, who retires by rotation, seeks reappointment as Director, at the forthcoming Annual General Meeting.

During the year, Mr. Ishaan Gupta, was appointed as Joint Managing Director, to hold office for a term of five years from 8 February 2017, subject to the approval of the Shareholders at the forthcoming Annual General Meeting.

Mr. Prem Kishan Dass Gupta''s term as the Managing Director of the Company will expire on 19 July 2017. The Board of Directors have unanimously approved the re-appointment of Mr. Prem Kishan Dass Gupta, as the Managing Director for another term of 5 years from 20 July 2017, subject to the approval of the shareholders at the forthcoming Annual General Meeting.

E. Corporate Governance

As a listed Company, necessary measures are taken to comply with the listing agreements with the Stock Exchanges. The various policies related to Prevention of insider trading, Code of Conduct, Determining material events for disclosure, Document preservation & archival of documents and other Corporate policies can be accessed by clicking on the web link: http://www.gateway-distriparks. com/investor.asp. A report on corporate governance and certificate of compliance from the Auditors are given as Annexure A of this Report.

F. Listing of Equity Shares

The Company''s Equity shares are listed on the Bombay Stock Exchange Limited, Mumbai situated at Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai - 400 001 and the National Stock Exchange of India Ltd. situated at Exchange Plaza, Bandra Kurla Complex, Mumbai - 400 051. The Company has made up-to-date payment of the listing fees.

G. Auditors

M/s. Price Waterhouse, Firm Registration No. FRN 301112E, Chartered Accountants, Mumbai, holds office as Statutory Auditors of the Company till the conclusion of the forthcoming Annual General Meeting 2017. Their comments on the accounts and notes to the accounts are self-explanatory.

Subject to the approval of the shareholders, the Board of Directors, at their meeting held on 18 May 2017, have appointed S. R. Batliboi & Co. LLP, Firm Registration No.301003E / E300005, Chartered Accountants, as the Statutory Auditors. The Company has received a letter from M/s. S. R. Batliboi & Co. LLP, Firm Registration No.301003E / E300005, Chartered Accountants, confirming that their appointment would be within the limits prescribed under Sections 139(2) and 141 of the Companies Act, 2013.

H. Statutory Information

Extracts of Annual Return under Section 92(3)

Particulars of the Annual report under Section 92 (3) of the Companies Act, 2013 are given in Form MGT-9, which is annexed to this Report as Annexure B.

Number of meetings of the Board of Directors

During FY 2016-17, 4 meetings of the Board of Directors were held on 27 April 2016, 5 August 2016, 10 November

2016 and 8 February 2017.

Directors Responsibility Statement

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:-

i. in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. such accounting policies as mentioned in Note 1 of the Annual Accounts have been applied consistently and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2017 and of the profit of the Company for that period.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts for the year ended 31st March 2017 have been prepared on a going concern basis.

v. have laid down internal financial controls to be followed by the Company and that such internal finance controls are adequate and are operating effectively.

vi. proper systems to ensure compliance with the provisions of all applicable laws are devised and such systems are adequate and operating effectively.

Declaration by Independent Directors

Independent Directors have given declarations that they meet the criteria of independence as provided under Section 149 (6) of the Companies Act, 2013.

Policy on Directors'' Appointment & Remuneration

Your Company has an equal mix of Promoter Directors and independent Directors on its Board. As at the year end, the Board consists of six members, two Executive Directors, one woman Director and three Independent Directors.

The details of Nomination and Remuneration Policy, pursuant to Section 178 of the Companies Act, 2013 and applicable regulations of SEBI (LODR) Regulations, 2014 are available on our website and can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor. asp. No changes have been made in the policy during the year and the remuneration paid to the Directors are as per the terms laid out in the Nomination & Remuneration policy of the Company.

Details of Familiarization Programme for Independent Directors, criteria for making payments to Non-Executive

Directors and Board Diversity Policy can be accessed by clicking on the web link: http://www.gateway-distriparks. com/investor.asp

Audit Reports

There are no qualifications, reservations or adverse remarks or disclaimers in the Auditors report or Secretarial Audit report. Secretarial Audit Report from M/s. S. N. Ananthasubramanian & Co., Practising Company Secretaries, is annexed to this Report as Annexure C.

Particulars of loans, guarantees or investments

Rs. Lakhs

Particulars of loans, guarantees and investments under section 186 of Companies Act, 2013		As at 31 March 2017
Investments
80,00,000	Equity Shares of Rs. 10 each in Gateway East India Private Limited (100% Subsidiary)	1,484.00
34,83,945	Equity Shares of Rs. 100 each in Chandra CFS and Terminal Operators Private Limited (100% Subsidiary)	4,408.44
1,38,30,000	Equity Shares of Rs. 10 each in Gateway Distriparks (Kerala) Limited (Subsidiary) including equity component of Zero Coupon Redeemable Preference Shares	1,460.57
19,81,00,000	Equity Shares of Rs. 10 each in Gateway Rail Freight Limited (Joint Venture) including equity component of Zero Coupon Redeemable Preference Shares	20,759.42
6,72,54,119	Equity Shares of Rs. 10 each in Snowman Logistics Limited (Associate)	10,416.99
1,66,72,199	Zero Coupon Redeemable Preference Shares of Rs. 10 each in Gateway Distriparks (Kerala) Limited (Subsidiary)	1,893.84
11,50,00,000	Zero Coupon Redeemable Preference Shares of Rs. 10 each in Gateway Rail Freight Limited (Joint Venture)	15,768.72
Guarantees for loans
Guarantee given for loan from HDFC Bank Limited to Chandra CFS and Terminal Operators Private Limited (100% Subsidiary)		128.24
Guarantee given for loan from KSIDC to Gateway Distriparks (Kerala) Limited (Subsidiary)		1,125.00
Guarantee given for Credit facility from HDFC Bank to Gateway East India Private Limited (Subsidiary)		1,100.00
Guarantee given for loan from HDFC Bank Limited to Gateway Rail Freight Limited (Joint Venture)		24,517.75

Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 are given in Form AOC-2, which is annexed to this Report as Annexure D. Details of policy for determining material subsidiaries and the policy for dealing with related party transactions can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor.asp

Remuneration from Subsidiary company

During the year, Mr. Prem Kishan Dass Gupta, Chairman and Managing Director received Commission / sitting fees from subsidiary company: Gateway East India Private Limited Rs. 0.80 Lakhs (FY 2015-16 Rs. 0.80 Lakhs). Mr. Ishaan Gupta, Joint Managing Director received Commission / sitting fees from subsidiary company: Gateway East India Private Limited Rs. 0.80 Lakhs (FY 2015-16 Rs. 0.80 Lakhs).

During the year, Gateway Rail Freight Limited (Joint Venture) paid Commission / sitting fees to Mr. Prem Kishan Dass Gupta, Chairman and Managing Director Rs. 154 Lakhs (FY 2015-16 Rs. 230 Lakhs) and to Mr. Ishaan Gupta, Joint Managing Director Rs. 12 Lakhs (FY 2015-16 Rs. 5 Lakhs).

Deposits

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Disclosure under Section 134 (3) (m) Conservation of Energy

The Company continues to give highest priority for conservation of energy by using a mix of technology changes, process optimization methods and other conventional methods, on an ongoing basis.

Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

Foreign Exchange Earnings and Outgo

i) Expenditure in foreign currency:Rs. 461.29 Lakhs (including Capital items) (2015-16: Rs. 21 Lakhs)

ii) Earnings in foreign currency : Nil

Corporate Social Responsibility (CSR)

Particulars of Corporate Social Responsibility (CSR) activities are given in the Form, which is annexed to this Report as Annexure E.

Annual Evaluation of Board performance

The performance evaluation criteria of the Board, as laid down by the Nomination, Remuneration & ESOP Committee includes growth in Business volumes and profitability, compared to earlier periods, growth over the previous years through inorganic expansion, transparency and fairness in Board Decision making processes. The performance evaluation criteria of Individual Directors and Committees include attendance record and intensity of participation at meetings, Quality of interventions, special contributions and inter-personal relationships with other Directors and management. The exclusive meeting of Independent Directors evaluated the performance of the Board, Committees of Board, non-Independent Directors & the Chairman as excellent. The Board evaluated the performance of Independent Directors based on their attendance record, contributions, their interventions and interpersonal relationships and the Chairman expressed the Board''s appreciation of their performance. The Nomination and Remuneration Committee noted that the performance of the individual directors & Committees based on the high attendance record and intense participation at meetings, high quality of interventions, special contributions and excellent Inter-personal relationships with other Directors and management. The performance of the Chairman was based on notable contributions in the achievements of the Company and role in conducting Board meetings and bringing out contributions from all Directors. Prevailing remuneration in similar industry / function / experience are considered for recruiting persons & while granting increases in remuneration, besides the performance of the person. The Committee and the Board approved the remuneration paid to key managerial personnel and other employees.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy, details of which can be accessed by clicking on the web link: http:// www.gateway-distriparks.com/investor.asp. Under this policy employees are encouraged to report financial irregularities, fraud, violation of laws and Company''s Code of conduct. The policy provides for protection of the whistle blower for disclosures. No individual in the Company has been denied access to the Audit Committee or its Chairman. Audit Committee has periodically reviewed the functioning of Vigil Mechanism.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any sexual harassment complaints during the year.

Information under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Information under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure F to this report.

Business Responsibility Report

The Business Responsibility Report is annexed as Annexure G to this report.

Subsidiaries / Associates

Information about subsidiaries / Associate / Joint Venture are given in Form AOC-1, which is annexed as Annexure H to this report.

Risk Management Policy

The Board of Directors has put in place a Risk Management policy for the Company, which includes business risks, market risks, event risks and IT / financial/ interest rate / liquidity, risks and the structure, infrastructure, processes, awareness and risk assessment / minimization procedures. The elements of the risk, which in severe form can threaten Company''s existence, have been identified by the Board of Directors. The risks have been prioritized based on risk analysis and process to identify emerging risks are in place. The Company has in place measures for Business Continuity, Disaster recovery and Information security. A control assurance program covering internal financial controls (IFC) has been implemented and tested during the year. Details of the Risk Management Policy can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor. asp

Demat Suspense Account

	No. of shareholders	No. of Shares
No. in Suspense Account at beginning of the year	12	1,237
No. of shareholders who approached for transfer from Suspense Account during the year
No. of shares transferred from Suspense Account during the year	-	-
No. in Suspense Account at end of the year	12	1,237
Voting rights on above shares are frozen till claimed by rightful owner

Pursuant to Section 129 of the Companies Act, 2013, the annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders seeking such information at any point of time.

The annual accounts of the subsidiary companies are kept for inspection by any shareholders in the registered office of the company and its subsidiary companies. A copy of the accounts of subsidiaries shall be made available to shareholders on request.

For and on behalf of the Board of Directors

Prem Kishan Dass Gupta

Chairman & Managing Director

DIN: 00011670

Place: New Delhi

Date: 18 May 2017

---

Mar 31, 2016

The Directors have pleasure in presenting their report for the year ended 31st March 2016.

A. Consolidated Financial Results (Rs. In millions)

SI. No Particulars 2015-16 2014-15

1 Income from Operations and Other Income 10,705.36 11,241.31

2 Profit before Finance Cost, Depreciation and taxes 2,683.32 3,395.21

3 Finance cost 184.21 240.05

4 Depreciation & Amortisation 804.90 889.26

5 Profit before Exceptional items & taxation 1,694.21 2,265.90

6 Provision for taxes 670.64 440.52

7 Minority Interest 10.20 36.81

8 Add: Share of Profit of Associates 82.96 89.13

9 Profit after tax and minority interest 1,096.33 1,877.70

10 Surplus brought forward from previous year 4,077.33 3,119.77

11 Dividend 761.10 761.10

12 Tax on Dividend 154.94 139.13

13 Book value of Fixed Assets with expired useful life as on April 1, 2014 - 19.91 (net of Minority Interest)

14 Transfer to General Reserve - -

15 Surplus carried to Balance Sheet 4,257.62 4,077.33

B. Dividend

The Company has declared two Interim dividends totaling Rs.7 per equity share amounting to Rs.761.10 million for the financial year 2015-16. The Dividend Distribution Tax on the Interim Dividends amounts to Rs.154.94 million. The Company does not recommend Final Dividend for the financial year 2015-16.

C. Management Discussion & Analysis

a) Industry structure and developments

Containerized cargo represents quarter of India''s Export Import Trade, compared to the global average of around 70%. Containerized traffic in Indian ports increased by 3% to 8.2 million TEUs in FY 2015-16.

JNPT accounted for around 55% of India''s total containerized traffic by handling around 4.49 million TEUs in 2015-16. The country''s second biggest container port at Chennai handled 1.56 million TEUs. The volumes at other significant container ports at Visakhapatnam grew by 18% to 0.29 million TEUs and Cochin grew by 15% to 0.42 million TEUs.

b) Opportunities and threats

The company foresees opportunities for expansion and increase in profitability in the growing containerization in both Export-Import and domestic trade, increase in private sector participation in ports and movement of containers by rail, liberalization of Government policies and increase in the country''s foreign trade. During the past few years, the Company has taken several initiatives for growth and expansion. The company operates Container Freight Stations at JNPT-Navi Mumbai, Chennai, Visakhapatnam and Cochin. The Company is in the process of setting up a Logistics Park at Nellore to service the upcoming port at Krishnapatnam. The Company continues to prune costs and augment its equipment for handling and transporting containers, which are operated by contractors.

The Company''s rail subsidiary, Gateway Rail Freight Limited (GRFL) has expanded its business relating to operating container trains on the Indian railways network. GRFL has put in place a fleet of railway rakes / trailers and ICDs to provide end-to-end solution to customers across the country. The Company''s cold chain logistics arm, Snowman Logistics Ltd. which had its IPO during FY 2014-15 and has expanded its capacity to become a premier player in this emerging business. Competition from existing and new entrants and managing the geographical / capacity expansion present the company with new challenges.

c) Segment-wise / Product-wise performance

The Company''s entire business is from CFS. There are no other primary / secondary segments in the Company''s business.

d) Outlook

Over the medium term, growth in port volumes & resulting increased throughput at our CFSs, increase in volume of rail movement of containers and growth in the cold chain logistics business are expected to have positive impact on the Company''s long term business and profitability. Containerized EXIM trade is expected to show consistent performance at major Indian ports over the next few years.

e) Risks and concerns

Increase in fuel costs could result in increase in the Company''s major costs of transport and handling of containers. Increase in container traffic vis-a-vis creation of infrastructure at the ports could lead to congestion at ports which would result in decline / delay in the throughput handled by the Company. The revenues of the Company are concentrated on the container volumes handled by major shipping lines and consolidators, who use its CFSs at various locations.

f) Internal Control systems and adequacy

The Company makes use of IT enabled solutions in its operations, accounting and for communication within its facilities and with customers and vendors. Pursuant to Companies (Accounts) Rules, 2014, a control assurance program including internal financial controls (IFC) has been implemented and tested during the year. The control framework had integrated components including control environment, risk assessment, control activity, information and communication and monitoring. The controls were documented, assessed, tested and found satisfactory. The evaluation was carried out under guidance of Dy. CEO & Chief Finance Officer. The Company''s accounts and operations are subject to internal audit and review by the Audit Committee of the Board of Directors.

g) Financial / Operational Performance Operations:

Total income of the company (stand alone) from operations & other income during 2015-16 was Rs.2,912.11 million (2014-15: Rs.3,077.93 million). The Profit before tax for 2015- 16 was Rs.1,411.84 million (2014-15: Rs.1,093.83 million). The Profit after tax for 2015-16 was Rs.1,060.41 million (2014- 15: Rs.806.92 million). After dividend Rs.761.10 million, tax on dividend distribution Rs.124.40 million (net of credit for dividend distribution tax Rs.30.54 million on dividend received from subsidiary company), the surplus carried forward in Statement of Profit & Loss is Rs.1,977.12 million.

Together with its subsidiary companies in the CFS business at Chennai, Visakhapatnam and Kochi, the Segment revenues for FY 2015-16 was Rs.3,204.42 million (2014-15: Rs.3,384.33 million) and Profit after Tax for FY 2015-16 was Rs.416.77 million (2014-15: Rs.742.95 million)

Finance:

The Company has outstanding loans including loans for transport / handling equipments Rs.249.57 million with HDFC Bank Limited as on March 31, 2016. The Company has been sanctioned cash credit / overdraft facilities / Term loans / Buyers credit of Rs. 922 million and non-funded facilities to Rs. 750 million by HDFC Bank Limited. The Company has given guarantees in respect of outstanding funded / non-funded borrowing facilities of Rs. 1,788.30 million of subsidiary company Gateway Rail Freight Limited, Rs. 17.78 million of subsidiary company Chandra CFS and Terminal Operators Private Limited and Rs. 135 million of subsidiary company Gateway Distriparks (Kerala) Ltd. as on 31st March, 2016. The income from interest on fixed deposits with banks and investments was Rs. 59.64 million in the current year (2014-15: Rs. 32.43 million).

h) Human Resources

The Company continued to have cordial and harmonious relations with its employees. Human relations policies were reviewed and upgraded in line with the Company''s plans for geographical expansion. Initiatives on training and development of human resources were undertaken. The Company''s staff strength on March 31, 2016 was 229 employees (March 31, 2015: 238 employees).

i) Cautionary statement

Statements made in this report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might vary materially from those either expressed or implied.

D. Directors

During the year, Mrs. Mamta Gupta, has been appointed as Additional Director on the Board of the Company. Mr. Bhaskar AvuLa Reddy and Mr. Arun Kumar Gupta have been appointed as Additional Directors (Independent) on the Board of the Company. During the year, the Directors Mr. Gopinath PiLLai, Mr. Sat Pal Khattar and Mrs. Chitra Gouri LaL have resigned from the Board. Mr. Arun AgarwaL, who retires by rotation, does not desire for reappointment at the ensuing AnnuaL GeneraL Meeting.

E. Corporate Governance

As a Listed Company, necessary measures are taken to comply with the Listing agreements with the Stock Exchanges. The various policies related to Prevention of insider trading, Code of Conduct, Determining material events for disclosure, document preservation & archival of documents and other Corporate policies can be accessed by clicking on the web Link: http://www.gateway-distriparks. com/investor.asp. A report on corporate governance and certificate of compliance from the Auditors are given as Annexure A of this Report.

F. Listing of Equity Shares

The Company''s Equity shares are Listed on the Bombay Stock Exchange Limited, Mumbai situated at Phiroze Jeejeebhoy Tower, DaLaL Street, Mumbai - 400 001 and the National Stock Exchange of India Ltd. situated at Exchange PLaza, Bandra KurLa CompLex, Mumbai - 400 051. The Company has made up-to-date payment of the Listing fees.

G. Auditors

M/s. Price Waterhouse, Firm Registration No. FRN 301112E, Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the company to hold office from the conclusion of the annual general meeting held on 7 august 2015, until the conclusion of the annual general meeting to be held in the calendar year 2017, subject to ratification of their appointment at the annual general meeting to be held in the calendar year 2016. the company has received letter from m/s. price waterhouse, chartered accountants, confirming that their appointment would be within the limits prescribed under sections 139(2) and 141of the companies act, 2013. their comments on the accounts and notes to the accounts are self-explanatory.

H. Statutory Information

Extracts of Annual Return under Section 92(3)

Particulars of the Annual report under Section 92 (3) of the Companies Act, 2013 are given in Form MGT-9, which is annexed to this Report as Annexure B.

Number of meetings of the Board of Directors

During FY 2015-16, 5 meetings of the Board of Directors were held on 29 April 2015, 7 August 2015, 29 October 2015, 6 November 2015 and 3 February 2016.

Directors Responsibility Statement

Pursuant to the requirements of Section 134 (5) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:-

i. in the preparation of the annual accounts for the year ended 31st march, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. such accounting policies as mentioned in note 1 of the annual accounts have been applied consistently and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of the company for the financial year ended 31st march 2016 and of the profit of the Company for that period.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts for the year ended 31st March 2016 have been prepared on a going concern basis.

v. have laid down internal financial controls to be followed by the Company and that such internal finance controls are adequate and are operating effectively.

vi. proper systems to ensure compliance with the provisions of all applicable laws are devised and such systems are adequate and operating effectively.

Declaration by Independent Directors

Independent Directors have given declarations that they meet the criteria of independence as provided under Section 149 (6) of the Companies Act, 2013.

Policy on Directors'' Appointment & Remuneration

Details of Nomination and Remuneration Policy, pursuant to Section 178 (4) of the Companies Act, 2013 and applicable regulations of SEBI (LODR) Regulations, 2014 are annexed to this report as Annexure C.

Details of Familiarisation Programme for Independent Directors, criteria for making payments to Non-Executive Directors and Board Diversity Policy can be accessed by clicking on the web link: http://www.gateway-distriparks. com/investor.asp

Audit Reports

There are no qualifications, reservations or adverse remarks or disclaimers in the Auditors report or Secretarial Audit report.

Secretarial Audit Report from M/s. S. N. Ananthasubramanian & Co., Practising Company Secretaries, is annexed to this Report as Annexure D.

Particulars of loans, guarantees or investments (Rs. In millions)

As at

Particulars of loans, guarantees and investments under section 186 of Companies Act, 2013 31.03.2016

Investments

8.000.000 Equity Shares of Rs. 10 each in Gateway East India Private Limited (100% Subsidiary) 148.40

3,323,945 Equity Shares of Rs. 100 each in Chandra CFS and Terminal Operators Private Limited 424.84 (100% Subsidiary)

13.830.000 Equity Shares of Rs. 10 each in Gateway Distriparks (Kerala) Limited (Subsidiary) 138.30

198.100.000 Equity Shares of Rs. 10 each in Gateway Rail Freight Limited (Subsidiary) 1,972.60

67,254,119 Equity Shares of Rs. 10 each in Snowman Logistics Limited (Associate) 1,041.70

16,672,199 Zero Coupon Redeemable Preference Shares of Rs. 10 each in Gateway Distriparks (Kerala) 166.72 Limited (Subsidiary)

115.000.000 Zero Coupon Redeemable Preference Shares of Rs. 10 each in Gateway Rail

Freight Limited (Subsidiary) 1,150.00

Guarantees for loans

Guarantee given for loan from HDFC Bank Limited to Chandra CFS and Terminal Operators

Private Limited (100% Subsidiary) 17.78

Guarantee given for loan from KSIDC to Gateway Distriparks (Kerala) Limited (Subsidiary) 135.00

Guarantee given for loan from HDFC Bank Limited to Gateway Rail Freight Limited (Subsidiary) 1,788.29

Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 are given in Form AOC-2, which is annexed to this Report as Annexure E. Details of policy for determining material subsidiaries and the policy for dealing with related party transactions can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor.asp

Remuneration from Subsidiary companies

During the year, Mr. Prem Kishan Dass Gupta, Chairman and Managing Director received Commission / sitting fees from subsidiary companies: Gateway Rail Freight Ltd. Rs. 23,000,000 (FY 2014-15 Rs. 100,000) and Gateway East India Private Limited Rs. 80,000 (FY 2014-15 Rs. 120,000)

Deposits

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Disclosure under Section 134 (3) (m) Conservation of Energy

The Company continues to give highest priority for conservation of energy by using a mix of technology changes, process optimization methods and other conventional methods, on an on going basis.

Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

Foreign Exchange Earnings and Outgo

i) Expenditure in Rs. 2.10 million

foreign currency: (2014-15: Rs.8.02 million)

(including Capital items)

ii) Earnings in foreign currency: Nil

Corporate Social Responsibility (CSR)

Particulars of Corporate Social Responsibility (CSR) activities are given in the Form, which is annexed to this Report as Annexure F.

Annual Evaluation of Board performance

The performance evaluation criteria of the Board, as laid down by the Nomination, Remuneration & ESOP Committee includes growth in Business volumes and profitability, compared to earlier periods, growth over the previous years through inorganic expansion, transparency and fairness in Board Decision making processes. The performance evaluation criteria of Individual Directors and Committees include attendance record and intensity of participation at meetings, Quality of interventions, special contributions and inter-personal relationships with other Directors and management. The exclusive meeting of Independent Directors evaluated the performance of the Board, Committees of Board, non-Independent Directors & the Chairman as excellent. The Board evaluated the performance of Independent Directors based on their attendance record, contributions, their interventions and interpersonal relationships and the Chairman expressed the Board''s appreciation of their performance. The Nomination and Remuneration Committee noted that the excellent performance of the individual directors & Committees based on the high attendance record and intense participation at meetings, high quality of interventions, special contributions and excellent Inter-personal relationships with other Directors and management. The performance of the Chairman was based on notable contributions in the achievements of the Company and role in conducting Board meetings and bringing out contributions from all directors. Prevailing remuneration in similar industry / function / experience are considered for recruiting persons & while granting increases in remuneration, besides the performance of the person. The Committee noted and approved the remuneration paid to key managerial personnel and other employees.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy, details of which can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor.asp . Under this policy employees are encouraged to report financial irregularities, fraud, violation of laws and Company''s Code of conduct. The policy provides for protection of the whistle blower for disclosures. No individual in the Company has been denied access to the Audit Committee or its Chairman. Audit Committee has periodically reviewed the functioning of Vigil Mechanism. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women a the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any sexual harassment complaints during the year.

Information under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Information under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure G to this report.

Business Responsibility Report

The Business Responsibility Report is annexed as Annexure H to this report.

Subsidiaries / Associates

Information about subsidiaries / Associates is given in Form AOC-1, which is annexed as Annexure I to this report.

Risk Management Policy

The Board of Directors has put in place a Risk Management policy for the Company, which includes business risks, market risks, event risks and IT / financial/ interest rate / liquidity, risks and the structure, infrastructure, processes, awareness and risk assessment / minimization procedures. The elements of the risk, which in severe form can threaten Company''s existence, have been identified by the Board of Directors. The risks have been prioritized based on risk analysis and process to identify emerging risks are in place. The Company has in place measures for Business Continuity, Disaster recovery and Information security. A control assurance program covering internal financial controls (IFC) has been implemented and tested during the year. Details of the Risk Management Policy can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor. asp

Demat Suspense Account

No. of No. of shareholders Shares

No. in Suspense Account at 12 1,237 beginning of the year

No. of shareholders who - - approached for transfer from Suspense Account during the year

No. of shares transferred from - - Suspense Account during the year

No. in Suspense Account at end 12 1,237 of the year

Voting rights on above shares are frozen till claimed by rightful owner

Pursuant to Section 129 of the Companies Act, 2013, the annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders seeking such information at any point of time.

The annual accounts of the subsidiary companies are kept for inspection by any shareholders in the registered offices of the company and its subsidiary companies. A copy of the accounts of subsidiaries shall be made available to shareholders on request.

For and on behalf of the Board of Directors



Prem Kishan Dass Gupta

Chairman & Managing Director

Place: New Delhi DIN: 00011670

Date: April 27, 2016

---

Mar 31, 2015

Dear Members,

Directors have pleasure in presenting their report for the year ended 31st March 2015.

A. Consolidated Financial Results (Rs. In millions)

Sl. Particulars 2014-15 2013-14 No

1 Income from Operations and Other Income 11,241.31 10,298.93

2 Profit before Finance Cost, Depreciation and taxes 3,395.21 2,742.65

3 Finance cost 240.05 279.00

4 Depreciation & Amortisation 889.26 801.39

5 Profit before Exceptional items & taxation 2,265.90 1,662.26

6 Provision for taxes 440.52 189.72

7 Minority Interest 36.81 114.20

8 Add: Share of Profit of Associates 89.13 -

9 Profit after tax and minority interest 1,877.70 1,358.34

10 Surplus brought forward from previous year 3,119.77 2,687.01

11 Dividend 761.10 760.04

12 Tax on Dividend 139.13 129.17

13 Add: Provisions / Advances written back - 0.73

14 Book value of Fixed Assets with expired useful life as on April 1, 2014 (net of Minority Interest) 19.91 -

15 Transfer to General Reserve - 37.10

16 Surplus carried to Balance Sheet 4,077.33 3,119.77

B. Dividend

The Company has declared two Interim dividends totaling Rs. 7 per equity share amounting to Rs. 761.10 million for the financial year 2014-15. The Dividend Distribution Tax on the Interim Dividends amounts to Rs. 139.13 million. The Company does not recommend Final Dividend for the financial year 2014-15.

E. Directors

The Directors record their appreciation for the services of Chairman Mr. Gopinath Pillai, who resigned as Director on April 29, 2015. The Board elected the Deputy Chairman and Managing Director Mr. Prem Kishan Gupta to be the Chairman and Managing Director. During the year, Independent Directors Mr. K J M Shetty and Mr. Kipa Ram Vij ceased to be Directors. During the year, Mr. Bhaskar Avula Reddy and Mrs. Chitra Gouri Lal were appointed as Independent Directors. Mr. Ishaan Gupta, Director retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. Your Directors recommend his re-appointment as Director.

F. Corporate Governance

As a listed Company, necessary measures are taken to comply with the listing agreements with the Stock Exchanges. A report on corporate governance and certificate of compliance from the Auditors are given as Annexure A of this Report.

G. Listing of Equity Shares

The Company''s Equity shares are listed on the Bombay Stock Exchange Limited, Mumbai situated at Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai - 400 001 and the National Stock Exchange of India Ltd. situated at Exchange Plaza, Bandra Kurla Complex, Mumbai - 400 051. The Company has made up-to-date payment of the listing fees.

H. Auditors

M/s. Price Waterhouse, Firm Registration No. FRN 301112E, Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible have offered themselves for reappointment. The Company has received letter from M/s. Price Waterhouse, Chartered Accountants, confirming that their appointment, if made, would be within the limits prescribed under Sections 139(2) and 141of the Companies Act, 2013. Their comments on the accounts and notes to the accounts are self-explanatory.

I. Statutory Information

Extracts of Annual Return under Section 92(3)

Particulars of Annual Report under Section 92 (3) of the Companies Act, 2013 are given in the Form MGT-9, which is annexed to this Report as Annexure B.

Number of meetings of the Board of Directors

During FY 2014-15, 5 meetings of the Board of Directors were held on 1 May 2014, 5 August 2014, 29 September 2014, 31 October 2014 and 29 January 2015.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:-

i. in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. such accounting policies as mentioned in Note 1 of the Annual Accounts have been applied consistently and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2015 and of the profit of the Company for that period.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts for the year ended 31st March 2015 have been prepared on a going concern basis.

v. the internal financial controls followed by the Company are adequate and operating effectively.

vi. proper systems to ensure compliance with the provisions of all applicable laws are devised and such systems are adequate and operating effectively.

Declaration by Independent Directors

Independent Directors have given declarations that they meet the criteria of independence as provided under Section 149 (6) of the Companies Act, 2013.

Policy on Directors'' Appointment & Remuneration

Details of Nomination and Remuneration Policy, pursuant to Section 178 (4) of the Companies Act, 2013 and Clause 49 of the Listing Agreement are annexed to this report as Annexure C.

Details of Familiarisation Programme for Independent Directors and criteria for making payments to Non-Executive

Directors can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor.asp

Audit Reports

There are no qualifications, reservations or adverse remarks or disclaimers in the Auditors report or Secretarial

Audit report.

Secretarial Audit Report from M/s. S. N. Ananthasubramanian & Co., Practising Company Secretaries, is annexed to this Report as Annexure D.

Particulars of loans, guarantees or investments

Particulars of loans, guarantees and investments under Rs , Million section 186 of Companies Act, 2013 As at 31.03.2015

Investments

8.000. 000 Equity Shares of Rs. 10 each in Gateway East India Private Limited (100% Subsidiary) 148.40

3,183,945 Equity Shares of Rs. 100 each in Chandra CFS and Terminal Operators Private 410.84 Limited (100% Subsidiary)

13,830,000 Equity Shares of Rs. 10 each in Gateway Distriparks (Kerala) Limited (Subsidiary) 138.30

1198,100,000 Equity Shares of Rs. 10 each in Gateway Rail Freight Limited (Subsidiary) : 1,972.60

|67,254,119 Equity Shares of Rs. 10 each in Snowman Logistics Limited (Associate) 1,041.70

15,772,199 Zero Coupon Redeemable Preference Shares of Rs. 10 each in Gateway Distriparks 157.72 (Kerala) Limited (Subsidiary)

115.000. 000 Zero Coupon Redeemable Preference Shares of Rs. 10 each in Gateway Rail 1,150.00 Freight Limited (Subsidiary) |

Guarantees for loans |

Guarantee given for loan from HDFC Bank Limited to Chandra CFS and Terminal Operators 22.26 Private Limited (100% Subsidiary)

Guarantee given for loan from KSIDC to Gateway Distriparks (Kerala) Limited (Subsidiary) 157.50

Guarantee given for loan from GE Money Financial Services Private Limited to Gateway Rail 572.25 Freight Limited (Subsidiary)

Guarantee given for loan from HDFC Bank Limited to Gateway Rail Freight Limited (Subsidiary) 644.04

Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 are given in Form AOC-2, which is annexed to this Report as Annexure E. Details of policy for determining material subsidiaries and the policy for dealing with related party transactions can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor.asp

Disclosure under Section 134 (3) (m)

Conservation of Energy

The Company continues to give the highest priority for conservation of energy by using a mix of technology changes, process optimization methods and other conventional methods, on an on going basis.

Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

Foreign Exchange Earnings and Outgo

i) Expenditure in foreign currency : Rs. 8.02 million (2013-14: Rs. 14.31 million)

ii) Earnings in foreign currency : Nil

Corporate Social Responsibility (CSR)

Particulars of Corporate Social Responsibility (CSR) activities are given in the Form, which is annexed to this Report as Annexure F.

Annual Evaluation of Board performance

The performance evaluation criteria of the Board, as laid down by the Nomination, Remuneration & ESOP Committee includes include growth in Business volumes and profitability, compared to earlier periods, growth over the previous years through inorganic expansion, transparency and fairness in Board Decision making processes. The performance evaluation criteria of Individual Directors and Committees include attendance record and intensity of participation at meetings, Quality of interventions, special contributions and inter-personal relationships with other Directors and management. The exclusive meeting of Independent Directors evaluated the performance of the Board, Committees of Board, non-Independent Directors & the Chairman as excellent. The Board evaluated the performance of Independent Directors based on their attendance record, contributions, their interventions and inter- personal relationships and the Chairman expressed the Board''s appreciation of their performance. The Nomination and Remuneration Committee noted that the excellent performance of the individual directors & Committees based on the high attendance record and intense participation at meetings, high quality of interventions, special contributions and excellent Inter-personal relationships with other Directors and management. The performance of the Chairman was based on notable contributions in the achievements of the Company and role in conducting Board meetings and bringing out contributions from all directors. Prevailing remuneration in similar industry / function / experience are considered for recruiting persons & while granting increases in remuneration, besides the performance of the person. The Committee noted and approved the remuneration paid to key managerial personnel and other employees.

Whistle Blower Policy

Details of the Whistle Blower policy (Vigil Mechanism) are annexed to this Report as Annexure G and can be accessed by clicking on the web link: http://www.gateway-distriparks.com/investor.asp

Information under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Information under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure H to this report.

Subsidiaries / Associates

Information about subsidiaries / Associates is given in Form AOC-1, which is annexed as Annexure I to this report. Risk Management Policy

The Board of Directors has put in place a Risk Management policy for the Company, which includes business risks, market risks, event risks and IT / financial/ interest rate / liquidity, risks and the structure, infrastructure, processes, awareness and risk assessment / minimization procedures. The elements of the risk, which in severe form can threaten Company''s existence, have been identified by the Board of Directors. Details of the Risk Management Policy are annexed to this Report as Annexure J.

Voting rights on above shares are frozen till claimed by rightful owner Pursuant to Section 129 of the Companies Act, 2013, the annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders seeking such information at any point of time.

The annual accounts of the subsidiary companies are kept for inspection by any shareholders in the registered offices of the company and its subsidiary companies. A copy of the accounts of subsidiaries shall be made available to shareholders on request.

For and on behalf of the Board of Directors

Place: New Delhi Gopinath Pillai Date: April 29, 2015 Chairman

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Mar 31, 2013

The Directors have pleasure in presenting their report for the year ended 31st March 2013.

A. Consolidated Financial Results

Sl. No Particulars 2012-13 2012-12 (Rs. In millions) (Rs. In millions)

1 Income from Operations and Other Income 9,695.66 8,358.08

2 Profit before Finance Cost, Depreciation and taxes 2,595.84 2,627.78

3 Finance cost 163.80 135.22

4 Depreciation & Amortisation 698.55 628.09

5 Profit before Exceptional items & taxation 1,733.49 1,864.47

6 Provision for taxes 373.29 508.24

7 Minority Interest 93.34 35.90

8 Profit after tax and minority interest 1,266.86 1,320.33

9 Surplus brought forward from previous year 2,360.16 1,876.62

10 Dividend 759.24 649.42

11 Tax on Dividend 123.17 105.35

12 Transfer to General Reserve 57.60 82.02

13 Surplus carried to Balance Sheet 2,687.01 2,360.16

B. Dividend

The Company has paid two Interim dividends totaling Rs. 7 per equity share amounting to Rs. 759.24 million for the financial year 2012-13. The Dividend Distribution Tax borne by the Company on the Interim Dividends amounts to Rs. 123.17 million. The Company does not recommend Final Dividend for the financial year 2012-13.

C. Employees Stock Option scheme (ESOP)

Sl. No. Particulars ESOP-I ESOP-II ESOP-III (2005-2006) (2006-2007) (2007-2008)

a. Options granted

(no. of Equity shares) 264,798 377,562 306,875

b. Pricing Formula : 20% discount on the closing market price prior to the Remuneration and ESOP Committee - Rs. per e

Rs.130.92 Rs. 109.25 Rs. 92.92 (after (after adjustment adjustment for issue bonus bonus shares) shares)

c. Options vested (net of lapsed options) 33,800 213,422 267,064

d. Options exercised and total number of shares 33,800 213,422 267,064 arising from exercise of options

e. Options lapsed 230,998 164,140 39,811

f. Variation of terms of options

g. Amount realized by exercise of options Rs. 5.04 Mn Rs. 23.32 Mn Rs. 2481 Mn

i. Total number of options in force as on 31-3-13

j. Employee-wise details of options granted (excluding cancelled options)

i. Senior managerial personnel

a) Mr. R. Kumar, Deputy Chief Executive Officer and Chief Finance 40,000 40,000 50,000 Officer cum Company Secretary

Particulars ESOP-IV ESOP-V (2009-2010) (2010-2011)

Options granted 345,000 363,000 he date of the meeting of quity share Rs. 99.92 Rs. 95.72

325,900 143,600

Options exercised and total number of shares 295,150 134,535

Options lapsed 19,100 19,600

Variation of terms of options

Amount realized by exercise of options Rs. 29.49 Mn Rs. 12.88 Mn

Total number of options in force as on 31-3-13 30,750 208,865

Mr. R. Kumar, Deputy Chief Executive Officer 50,000 50,000

Sl. No. Particulars ESOP-I ESOP-II ESOP-III (2005-2006) (2006-2007) (2007-2008)



b) Mr. Jacob Thomas,

Vice-President 16,000 16,000 20,000 (Operations)

c) Mr. A.K. Bhattacharjee, Vice-President 20,000 (Operations)

ii. Any other employee who received a grant in any one year of option amounting to 5% or more of options granted during that year (excluding cancelled options)

a) Mr. Kartik Aiyer, 16,000 16,000 20,000 General Manager (Finance & Accounts)

b) Mr. Subhash Maini, 20 000 Deputy General Manager

(Operations)

c) Mr. Himangsu Roy,

Senior Manager 20,000 (Operations)

iii. Identified employees who were granted options during any 1 year equal to or exceeding 1% of issued Capital (excluding outstanding warrants and conversions) of the Company at the time of grant

k. Diluted Earnings per Share

(EPS) pursuant to issue of shares on exercise of options calculated in Rs.531 per Equity accordance with Accounting Standard (AS) 20 ''Earnings per share"

I. Difference between employee compensation cost based on intrinsic Employee Compensation costs would walue & fair value Impact on PAT Rs. million Decrease in PAT by Rs.

Impact on EPS (Rs./ Share) Basic / Diluted EPS would reduce to Rs.5.2

m-i Weighted Average Exercise Rs.96.78 per option fo Price of options m-ii Weighted Average Fair Rs. 27.51 per option fo

Value of options

n. Assumptions used to estimate fair value using Black Scholes option pricing mo

(i) Risk free interest rate 8%

(ii) Expected life Upto 36 months

(iii) Expected volatility 5.61%

(iv) Expected dividend Rs. 7 per Equity share

(v) Market Price of share at ESOP-I ESOP-II ESOP-III the time of grant of option (2005-2006) (2006-2007) (2007-2008)

E. Directors

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Mr. Shabbir Hassanbhai, Mr. Sat Pal Khattar and Mr. Arun Agarwal , Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

F. Responsibility Statement

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) such accounting policies as mentioned in Note 1 of the Annual Accounts have been applied consistently and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2013 and of the profit of the Company for that period.

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts for the year ended 31st March 2013 have been prepared on a going concern basis.

G. Corporate Governance

As a listed Company, necessary measures are taken to comply with the listing agreements with the Stock Exchanges. A report on corporate governance and certificate of compliance from the Auditors are given as Annexure A of this Report.

H. Listing of Equity Shares

The Company''s Equity shares are listed on the Bombay Stock Exchange Limited, Mumbai situated at Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai - 400 001 and the National Stock Exchange of India Ltd. situated at Exchange Plaza, Bandra Kurla Complex, Mumbai - 400 051. The Company has made up-to-date payment of the listing fees.

I. Auditors

M/s. Price Waterhouse, Firm Registration No. FRN 301112E, Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible have offered themselves for reappointment. The Company has received letter from M/s. Price Waterhouse, Chartered Accountants, confirming that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Their comments on the accounts and notes to the accounts are self-explanatory.

J. Statutory Information

Disclosure under Section 217 (1) (e)

Conservation of Energy

The Company continues to give the highest priority for conservation of energy by using a mix of technology changes, process optimization methods and other conventional methods, on an on going basis.

Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

Foreign Exchange Earnings and Outgo

(i) Expenditure in foreign currency: Rs. 63.15 million (2011-12: Rs. 14.93 million) (including Capital items) (ii) Earnings in foreign currency : Nil

Demat Suspense Account

No. of shareholders No. of share

No. in Suspense Account at beginning of the year 12 1,237

No. of shareholders who approached for transfer from Suspense Account during the year

No. of shares transferred from Suspense Account during the year

No. in Suspense Account at end of the year 12 1,237

Voting rights on above shares are frozen till claimed by rightful owner

Disclosure under Section 217 (2A)

Information in accordance with the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of employees) Rules, 1975, as amended regarding employees forms part of this Report.

However, as per the provisions of Section 219 of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company, excluding the aforesaid information. Any shareholder, interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Pursuant to Section 212 of the Companies Act, 1956, the annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies are kept for inspection by any shareholders in the registered offices of the company and its subsidiary companies. A copy of the accounts of subsidiaries shall be made available to shareholders on request.

For and on behalf of the Board of Directors

Place: Mumbai Gopinath Pillai

Date: May 9, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting their report for the year ended 31st March 2012.

(a) Consolidated Financial Results

Sl. Particulars 2011-12 2010-11 No (Rs. In millions) (Rs. In millions)

1 Income from Operations and Other Income 8,358.08 6,119.61

2 Profit before Finance Cost, Depreciation and taxes 2,627.78 1,730.92

3 Finance cost 135.22 187.26

4 Depreciation & Amortisation 628.09 502.44

5 Profit before Exceptional items & taxation 1,864.47 1,041.22

6 Provision for taxes 508.24 44.07

7 Minority Interest 35.90 29.63

8 Profit after tax and minority interest 1,320.33 967.52

9 Surplus brought forward from previous year 1,876.62 1,749.69

10 Dividend 649.42 648.11

11 Tax on Dividend 105.35 107.64

12 Transfer to General Reserve 82.02 84.84

13 Surplus carried to Balance Sheet 2,360.16 1,876.62

(b) Dividend

The Company has paid two interim dividends totaling Rs. 6/- per equity share amounting to Rs 649.42 million for the financial year 2011-12. The Dividend Distribution Tax borne by the Company on the interim dividends amounts to Rs 105.35 million. The Board does not recommend final dividend for the financial year 2011-12.

(c) Management Discussion & Analysis (i) Industry structure and developments

In the past decade, containerized movement of EXIM cargo grew by 14% per annum. Containerized cargo represents 30% of India's EXIM trade compared to the global average of over 70%.

JNPT accounted for more than 50% of the total containerized traffic handled out of India, by handling around 4.32 million TEUs. The country's second biggest container port at Chennai handled around 1.56 million TEUs.

(ii) Opportunities and threats

Growth of containerization in both EXIM and domestic trade, private sector participation in ports and movement of containers by rail, liberalization of Government policies and increase in the country's foreign trade present the Company with opportunities for expansion and increase in profitability. During the past few years the Company has taken several initiatives for growth and expansion. The Company has taken over Punjab State Container & Warehousing Corporation Limited's CFS at JNPT under an Operations and Management agreement for a period of 15 years from February 2007. The CFS has been revitalised and renovated, adding to the Company's capacity at JNPT which is India's premier container port. The Company continues to prune costs and augment its equipment for handling and transporting containers, which are operated by contractors. The Company's CFS at the fast growing port of Kochi, in a joint venture with Chakiat Agencies Pvt. Ltd. will be operational in FY 2012-13. The Company's rail subsidiary, Gateway Rail Freight Limited (GRFL) has expanded its business relating to operating container trains on the Indian railways network. GRFL has put in place a fleet of railway rakes / trailers and ICDs to provide end-to-end solution to customers across the country. The Company's cold chain logistics subsidiary Snowman Logistics Ltd. continues to be a premier player in this emerging business. Competition from existing and new entrants and managing the geographical/capacity expansion present the Company with new challenges.

(iii) Segment-wise / Product-wise performance

The Company's entire business is from CFS. There are no other primary/secondary segments in the Company's business.

(iv) Outlook

Strong economic performance and growth in EXIM trade are expected to result in an increase in traffic at major Indian ports during the next few years. The growth in port volumes and resulting increased throughput at our CFSs, increase in the business of rail movement of containers and growth in the emerging cold chain logistics business are expected to have positive impact on the Company's business and profitability.

(v) Risks and concerns

Increase in fuel costs could result in an increase in the Company's major costs of transport and handling. Increase in container traffic vis-à-vis creation of capacity at the ports could lead to congestion at ports which would result in decline/delay in the throughput handled by the Company. The revenues of the Company are concentrated on the container volumes handled by major shipping lines and consolidators, who use its CFSs at various locations.

(vi) Internal Control systems and adequacy

The Company makes use of IT enabled solutions in its operations, accounting and for communication within its facilities and with customers and vendors. Financial and Operating guidelines are put in place to regulate the internal management. The Company's accounts and operations are subject to internal audit and review by the Audit Committee of the Board of Directors.

(vii) Financial / Operational performance

Total income of the Company (stand alone) from operations & other income during 2011-12 was Rs 2,348.13 million (2010-11: Rs 1,915.03 million). The profit before tax for 2011-12 was Rs 1,187.32 million (2010-11: Rs 857.12 million). The profit after tax for 2011-12 was Rs 820.11 million (2010-11: Rs 848.34 million). After dividend Rs 649.42 million, tax on dividend distribution Rs 105.35 million and transfer of Rs 82.02 million to General Reserves, the surplus carried forward in the Statement of Profit & Loss is Rs 1,804.74 million.

Together with its subsidiary companies in the CFS business at Chennai, Visakhapatnam and Kochi, the total income from operations for FY 2011-12 was Rs 3,100.02 million (2010-11: Rs 2,419.12 million) and profit after tax for FY 2011-12 was Rs 1,065.24 million (2010-11: Rs 972.84 million).

(viii) Finance

The Company has outstanding loan for financing transport/handling equipments Rs 124.37 million with HDFC Bank Limited as on March 31, 2012. The Company has been sanctioned cash credit/overdraft facilities/buyers credit of Rs 250 million and non-funded facilities to Rs 750 million by HDFC Bank Limited. The Company has given guarantees in respect of outstanding loans of Rs 909.25 million of subsidiary Company Gateway Rail Freight Ltd. as on 31st March, 2012. The income from interest on fixed deposits with banks and investments was Rs 82.54 million in the current year (2010-11: Rs 29.63 million).

(ix) Human Resources

The Company continued to have cordial and harmonious relations with its employees. Human relations' policies were reviewed and upgraded in line with the Company's plans for geographical expansion. Initiatives on training and development of human resources were undertaken. The Company has staff strength on March 31, 2012 of 159 employees (March 31, 2011: 153 employees).

(x) Cautionary statement

Statements made in this report particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might vary materially from those either expressed or implied.



(e) Directors

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Mr. Gopinath Pillai, Mr. M.P Pinto and Mr. Saroosh Dinshaw, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your Directors recommend their re- appointment.

Mr. Ishaan Gupta, son of Mr. Prem Kishan Gupta, Deputy Chairman & Managing Director of the Company, was appointed as Additional Director in the Board meeting held on 26 May 2012, to hold office till the next Annual General Meeting. Your directors recommend his appointment as a Director.

The term of office of Mr. Prem Kishan Gupta, Managing Director expired on 19 July 2012. The Board of Directors at their meeting held on 26 May 2012 reappointed Mr. Prem Kishan Gupta as Managing Director for a term of 5 years till 19 July 2017. Your Directors recommend reappointment of Mr. Prem Kishan Gupta as Managing Director in the forthcoming AGM.

(f) Responsibility Statement

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Such accounting policies as mentioned in Note 1 of the Annual Accounts have been applied consistently and judgments and estimates that are reasonable and prudent, made so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2012 and of the profit of the Company for that period.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts for the year ended 31st March 2012 have been prepared on a going concern basis.

(g) Corporate Governance

As a listed Company, necessary measures are taken to comply with the listing agreements with the Stock Exchanges. A report on corporate governance and certificate of compliance from the auditors are given as Annexure A of this Report.

(h) Listing of Equity Shares

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE), Mumbai situated at Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai - 400 001 and the National Stock Exchange of India Limited (NSE) situated at Exchange Plaza, Bandra Kurla Complex, Mumbai – 400 051. The Company has made up-to- date payment of the listing fees.

(I) Auditors

M/s. Price Waterhouse, Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible have offered themselves for reappointment. The Company has received letter from M/s. Price Waterhouse, Chartered Accountants, confirming that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Their comments on the accounts and notes to the accounts are self-explanatory.

(j) Statutory Information Disclosure under Section 217 (1) (e)

(i) Conservation of Energy

The Company continues to give the highest priority for conservation of energy by using a mix of technology changes, process optimization methods and other conventional methods, on an ongoing basis.

(ii) Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

(iii) Foreign Exchange Earnings and Outgo

Expenditure in foreign currency - Rs 14.93 million (2010-11: Rs 71.00 million) including capital items

Earnings in foreign currency - Nil

(k) Disclosure under Section 217 (2A)

Information in accordance with the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of employees) Rules, 1975, as amended regarding employees forms part of this report.

However, as per the provisions of Section 219 of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company, excluding the aforesaid information. Any shareholder, interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Pursuant to Section 212 of the Companies Act, 1956, the annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies are kept for inspection by any shareholders in the registered offices of the Company and its subsidiary companies. A copy of the accounts of subsidiaries shall be made available to shareholders on request.

For and on behalf of the Board of Directors

Place: Mumbai Gopinath Pillai

Date: May 26, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their report for the year ended 31st March 2011.

A. Financial Results

SL 2010 11 2009-10 Particulars No (Rs. Million) (Rs. Million)

1 Income from Operations and Other 1,915,03 1.669.70 Income

2 Profit before Interest, Depreciation and 1,013.68 831.63 taxes

3 Interest 14.37 13.43

4 Depreciation1 42.19 149.82

5 Profit before Exceptional items & taxation 857.12 718.43

6 Provision for taxes 8.78 (53.66)

7 Profit after tax 848.54 772.09

8 Profit brought forward from previous year 1,815.67 1.560.34

9 Dividend 648.11 577.41

10 Tax on Dividend 107.64 64.14

11 Transfer to General Reserve 84.84 77.21

12 Profit carried to Balance Sheet 1.821.42 1,815.67

B. Dividend

The Company has paid three Interim dividends (including Special Interim Dividend) totalling Rs. 5 per equity share amounting to Rs. 540.11 million for the financial year 2010-11. Your Directors recommend Final Dividend of Rs.1 per equity share, amounting to Rs. 108 million for the financial year 2010-11. The Dividend Distribution Tax borne by the Company on the Interim and Final Dividends amounts to Rs. 107.64 million.

D. Subsidiaries:

Gateway East India Private Limited (GEIPL)

The Company has 100% equity shareholding in GEIPL, which is engaged in the business of running a CFS at Visakhapatnam. GEIPL's Income grew by 35% from Rs. 94.76 million to Rs 128.26 million in 2010-11. profit after tax for the financial year 2010-11 was Rs.11.03 million as against profit of Rs. 20.86 million for 2009- 10, due to higher taxes.

Gateway Distriparks (South) Private Limited (GDSPL)

The Company has 100% equity shareholding in GDSPL, which is engaged in the business of running a CFS at Chennai. Income grew by 47% from Rs. 272.94 million to Rs. 401.79 million in 2010 -11. profit after tax for the financial year 2010-11 was Rs. 113.46 million as against Rs.104.60 million for 2009-10.

Gateway Rail fireight Limited (GRFL)

The Company has 97.27% equity shareholding in GRFL, which is engaged in the business of operating container trains and rail linked ICDs in Northern India. Income increased to Rs. 3,226.19 million in 2010-11 from Rs. 2,906.40 million in 2009-10. Loss for the financial year 2010-11 was Rs. 39.91 million as against Rs. 134.73 million in 2009-10. The loss is after providing for depreciation / amortisation Rs.300.25 million (2009-10: Rs. 254.67 million) on rakes, trailers and railway registration fees and interest on loans Rs. 174.95 million (2009-10: Rs. 181.10 million). During the year, Blackstone GPV Capital Partners (Mauritius) V-H Limited invested Rs. 3 billion by subscription to Compulsorily Convertible Preference shares which, on conversion, will entitle Blackstone to acquire between 37.27% and 49.90% of the equity share capital of GRFL. GRFL has 51% equity shareholding in Container Gateway Limited, which is yet to commence operations.

Gateway Distriparks (Kerala) Limited (GDKL)

The Company has 60% equity shareholding in GDKL, which is in the process of setting up a CFS at Kochi. Chakiat Agencies Pvt. Ltd. holds 40% shareholding in this Joint Venture Company. Cochin Port Trust has allotted 2.58 hectares of land at Vallarpadam on lease for 30 years. The Company is in the process of constructing a new CFS at Vallarpadam, where the country's first International Container Transshipment Terminal has been set up. Loss for the financial year 2010-11 was Rs. 0.23 million as against Rs.1.09 million in 2009-10.

Snowman Logistics Limited (SLL)

The Company has 52.19% equity shareholding in SLL (formerly known as Snowman Frozen Foods Limited), which operates cold stores and feet of refrigerated trucks at the various major cities across the country. SLL has a pan India presence and provides total cold chain logistics solutions to its customers for products like seafood, dairy products, ice cream, fruits & vegetables, retail and food services. In March 2010, International Finance Corporation has invested Rs. 248.90 million in the equity capital of the Company. Mitsubishi Corporation, Mitsubishi Logistics Corporation and Nichirei Logistics Group Inc. are other shareholders in SLL.

SLL's income grew by 29% from Rs. 369.02 million in 2009-10 to Rs 475.90 million in 2010-11. profit after tax for 2010-11 was Rs. 64.45 million as against Rs. 41.36 million for 2009-10. The Company is in the process of expanding its cold store capacities and refrigerated transport network.

F. Directors

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Mr. K.J.M. Shetty, Mr. Kirpa Ram Vij and Mr. Arun Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

G. Responsibility Statement

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:- i. in the preparation of the annual accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. such accounting policies as mentioned in Note 1 of Schedule "Q" of the Annual Accounts have been applied consistently and judgements and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2011 and of the profit of the Company for that period.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

i v. the annual accounts for the year ended 31st March 2011 have been prepared on an on-going concern basis.

H. Corporate Governance

As a listed Company, necessary measures are taken to comply with the listing agreements with the Stock Exchanges. A report on corporate governance and certificate of compliance from the Auditors is given as Annexure A of this Report.

I. Listing of Equity Shares

The Company's Equity shares are listed on the Bombay Stock Exchange Limited, Mumbai situated at Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai - 400 001 and the National Stock Exchange of India Ltd. situated at Exchange Plaza, Bandra Kurla Complex, Mumbai – 400 051. The Company has made up-to-date payment of the listing fees.

J. Auditors

M/s. Price Waterhouse, Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible have offered themselves for reappointment. The Company has received letter from M/s. Price Waterhouse, Chartered Accountants, confirming that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Their comments on the accounts and notes to the accounts are self-explanatory.

K. Statutory Information

Disclosure under Section 217 (1) (e)

Conservation of Energy

The Company continues to give the highest priority for conservation of energy by using a mix of technology changes, process optimisation methods and other conventional methods, on an on-going basis.

Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

Disclosure under Section 217 (2A)

Information in accordance with the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of employees) Rules, 1975, as amended regarding employees forms part of this Report.

However, as per the provisions of Section 219 of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company, excluding the aforesaid information. Any shareholder, interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Pursuant to Section 212 of the Companies Act, 1956, the annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies are kept for inspection by any shareholders in the registered Offices of the company and its subsidiary companies. A copy of the accounts of subsidiaries shall be made available to shareholders on request,

For and on behalf of the Board of Directors

Place: New Delhi Gopinath Pillai

Date: June 14, 2011 Chairman