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Notes to Accounts of Gateway Distriparks Ltd.

Mar 31, 2018

Background

Gateway Distriparks Limited (the âCompanyâ) is engaged in business of Container related logistics. The Company was incorporated on 6 April, 1994. The Companyâs equity shares are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange (NSE). The Companyâs primary business is to operate Container Freight Stations (âCFSâ), which are facilities set up for the purpose of in-transit container handling, examination, assessment of cargo with respect to regulatory clearances, both import and export. The Company started operations with a CFS at the Countryâs premier container port of Jawaharlal Nehru Port Trust (JNPT). Since 1 February, 2007, the Company has been the Operations and Management Operator of Punjab Conwareâs CFS, which is also located at JNPT, for 15 years. The Company acquired a CFS at Chennai after amalgamation of its wholly owned subsidiary Gateway Distriparks (South) Private Limited with effect from 1 April, 2014. The Company has set up a CFS during the year ended 31 March, 2017 and is in process of setting up General warehouse facilities at Krishnapatnam in Andhra Pradesh. These CFS provide common user facilities offering services for Container Handling, Transport and Storage of import / export laden and empty containers and cargo carried under customs control.

The financial statements were authorised for issue in accordance with a resolution of the directors on 16 May 2018.

1. Critical Estimates and Judgements:

The Preparation of financial statements require the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the companyâs accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different that those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

The areas involving critical estimates or judgements are:

- Estimation of Provisions & Contingent Liabilities

The Company exercises judgement in measuring and recognising provisions and the exposures to contingent liabilities which is related to pending litigation or other outstanding claims. Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process, actual liability may be different from the originally estimated as provision. (Refer Note 25)

- Estimated useful life of tangible and intangible assets

The charge in respect of periodic depreciation is derived after determining an estimate of an assetâs expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Companyâs assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. For the relative size of the Companyâs intangible assets. (Refer Note 3 & 4)

- Estimation of defined benefit obligation

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for post employments plans include the discount rate. Any changes in these assumptions will impact the carrying amount of such obligations.

The Company determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the defined benefit obligations. In determining the appropriate discount rate, the Company considers the interest rates of government bonds of maturity approximating the terms of the related plan liability. Refer note 11 for the details of the assumptions used in estimating the defined benefit obligation. (Refer Note 11)

- Impairment of trade receivables

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix and forward-looking information and an assessment of the credit risk over the expected life of the financial asset to compute the expected credit loss allowance for trade receivables. (Refer Note 22)

- Estimated fair value of financial instruments

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Management uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions (Refer Note 21).

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the company and that are believed to be reasonable under the circumstances.

Nature and purpose of other reserves:

(i) Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

(ii) Capital redemption reserve

Capital redemption reserve is used to record the amount of nominal value of the shares bought back by the Company. The reserve is utilised in accordance with the provisions of the Act.

(iii) General reserve:

Transfer to General reserve are made from retained earnings of the Company. The reserve is utilised in accordance with the provisions of the Act.

Dividends

A second interim dividend of Rs. 4 per equity share (40% of the face value of Rs. 10/- each) amounting to Rs. 4,349.12 lakhs (Dividend distribution tax thereon of Rs. 893.97 lakhs) has been declared by the Board of Directors in its meeting dated 16 May, 2018.

Employee Stock Option Plan:

ESOP 2013 Scheme

The Shareholders at the Extra Ordinary General Meeting held on March 8, 2013, approved the new ESOP 2013 Scheme for eligible Directors and employees of the Company and its Subsidiary Companies. Under the Scheme, options for 2,000,000 shares would be available for being granted to eligible employees of the Company and options for 500,000 shares would be available for being granted to employees of the Subsidiary Companies. Each option (after it is vested) will be exercisable for one Equity share of Rs. 10. The options would be issued at an exercise price, which would be at a 20% discount to the latest available closing market price (at a stock exchange as determined by the Remuneration & ESOP Committee) on the date prior to the date on which the Remuneration & ESOP Committee finalises the specific number of options to be granted to the employees. Vesting of the options shall take place over a maximum period of 5 years with a minimum vesting period of 1 year from the date of grant.

(a) Nature of Security:

(i) Vehicle Finance Loan from HDFC Bank of Rs. 2,187.36 lakhs (31 March 2017-Rs. 1,262.08 lakhs) is secured by way of hypothecation of the Companyâs Commercial Vehicles.

(ii) Term loan from HDFC Bank of Rs. 8,820.83 lakhs (31 March 2017- Rs. 7,975.18 lakhs) is secured by first and exclusive charge on all the immoveable assets, book debts and moveable fixed assets of the company.

(iii) The carrying amount of financial and non-financial assets pledged as security for non current borrowings (including current maturities) are disclosed in note 29.

(iv) Cash Credit from HDFC Bank Limited amounting to Rs. 660.54 lakhs (31 March 2017- Nil) is secured by first exclusive charge on book debts, immovable fixed assets (JNPT CFS property and structures thereon) and movable fixed assets of the Company.

(b) Terms of Repayment:

(i) Vehicle Finance Loans from HDFC Bank are repayable in 35/ 59/ 60 equal monthly installments along with interest ranging from 8.31% per annum to 11% per annum on reducing monthly balance.

(ii) Term Loans from HDFC Bank are repayable in equal quarterly installments between 11 January, 2014 to 2 March, 2024 along with interest of Bankâs MCLR 0.40% per annum on reducing quarterly balance.

Represents estimates made for probable liabilities arising out of pending assessment proceedings with various Government Authorities. The information usually required by Ind AS 37 - âProvisions, Contingent Liabilities and Contingent Assetsâ, is not disclosed on grounds that it can be expected to prejudice the interests of the Company. The timing of the outflow with regard to the said matter depends on the exhaustion of remedies available to the Company under the law and hence, the Company is not able to reasonably ascertain the timing of the outflow.

(a) Compensated absences

The leave obligation cover the Company liability for sick and earned leave.

(b) Post employment benefit obligations Gratuity

The gratuity plan of the Company is a funded and administered by TATA AIA Life Insurance Company Limited.The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of service.

(c) Defined contribution plans

The Company makes contributions to Provident Fund and Employee State Insurance Corporation (ESIC), which are defined contribution plan, for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 74.79 lakhs (31 March 2017: Rs. 77.73 lakhs) for provident fund contributions and Rs. 4.25 lakhs (31 March 2017: Rs. 3.11 lakhs) for contribution to ESIC in the statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

The major categories of plan assets are as follows:

Risk Exposure

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. Plan investment is a mix of investments in government securities, and other debt instruments.

Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the planâs debt investments.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants during their employment. An increase in the life expectancy of the plan participants will increase the planâs liability.

Salary risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the planâs liability.

The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments. The Company monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the employee benefit obligations, with the objective that assets of the gratuity obligations match the benefit payments as they fall due. Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets.

Defined benefit liability and employers contributions

Expected contributions to post employment benefits for the year ended March 31, 2019 are Rs. 23.25 lakhs for the funded plan.

The weighted average duration of the projected benefit obligation is 10 years ( 31 March 2017- 7 years) for the funded plan. The weighted average duration of the projected benefit obligation is 9 years ( 31 March 2017- 12 years) for the CFS at Chennai and 11 years ( 31 March 2017- 11 years) for Punjab Conware CFS. The expected maturity analysis of undiscounted gratuity is as follows:

(i) Fair Value hierarchy

This section explains the judgements and estimates made in determining the fair value of the financial instruments that are (a) recognised and measured fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels as prescribed in the accounting standards. An explanation of each level follows underneath the table.

Except for those financial assets/liabilities mentioned in the above table, the Company considers that the carrying amounts recognised in the financial statements approximate their fair values. For financial assets that are measured at fair value, the carrying amounts are equal to the fair values.

Level 1 Hierarchy includes financial instruments measured using quoted price. This includes mutual funds that have quoted price. The mutual funds are valued using the closing NAV.

Level - 2 The fair value of financial instruments that are not traded in an active market (for example trade bond, over-the-counter derivatives) is determined using valuation technique which maximise the use of observable market data and rely as little as possible on entity -specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level-2.

Level -3 If one or more of the significant inputs is not based on observable market data, the instrument is include in level 3.

There are no transfers between level 1 and level 2 during the year.

The fair values of investment in preference shares, margin money and non current borrowings were calculated based on cash flows discounted at current lending rate/ borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, includings own credit risk.

(ii) Valuation technique used to determine fair value

Specific valuation technique used to value financial instruments include:

1) The mutual funds are valued using closing NAV available in the market.

2) The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

2(a) Significant estimates

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques, if any. The Company uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.

3 Financial Risk Management

The Company is exposed to the market risk, liquidity risk and credit risk. This note explain the sources of risk which the entity is exposed to and how the entity manage the risk .

(A) Credit Risk

Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with bank and financial institution and other financial instruments.

The Company has defined default period as 180 days past due with no payment received in past 180 days. This definition of default is determined by considering the business environment in which the Company operates and other macro-economic factors. The company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as: adverse changes in business, changes in the operating results of the counterparty, change to the counterpartyâs ability to meet its obligations etc. Financial assets are written off when there is no reasonable expectation of recovery.

(i) Credit Risk Management Financial instruments and cash deposits

The Company maintains exposure in cash and cash equivalents, term deposits with banks and investments in mutual funds. The Company has diversified portfolio of investment with various number of counter-parties which have good credit ratings, good reputation and hence the risk is reduced. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Company. For banks and financial institutions, only high rated banks/institutions are accepted. The Companyâs maximum exposure to credit risk as at 31 March 2018 and, 31 March 2017 is the carrying value of each class of financial assets as disclosed in note 5.

Trade receivables and other financial assets

Trade receivables are typically unsecured and are derived from revenue earned from customers. Other financial assets are unsecured receivables. It comprises of margin money with the bank, utility deposits with the government authorities and accrued income on containers lying at the warehouse/yard but have not been invoiced.

Credit risk has been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix and forward-looking information and an assessment of the credit risk over the expected life of the financial asset to compute the expected credit loss allowance for trade receivables. There are no significant credit risk pertaining to margin money and utility deposits.

Of the Trade Receivables balance as at 31 March 2018, the top 5 customers of the Company represent the balance of Rs. 449.83 lakhs (2017- Rs. 574.87 lakhs). There are no customer who represent more than 5% of total balance of Trade Receivables.

Total maximum credit exposure on trade receivable and other financial assets as at 31 March 2018 is Rs. 4961.36 lakhs (31 March 2017 is Rs. 4,073.46 lakhs).

(B) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. Also, the Company has unutilized credit limits with banks.

(i) Financing arrangements

The company had access to the following undrawn borrowing facilities at the end of the reporting period:

These Working capital facilities are payable on demand and available for a period of 12 months and can renewed by the bank thereafter.

(ii) Maturities of financial liabilities

The tables below analyse the Companyâs financial liabilities into relevant maturity grouping based on their contractual maturities for all nonderivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balance due within 12 months equal their carrying balances as the impact of discounting is not significant. Contractual maturities of financial liability is as follows:

The possibility of payment arising from financial guarantee given on behalf of subsidiaries and joint venture Companies is remote.

(C ) Market Risk

(i) Foreign currency risk

The Companyâs operations are such that all activities are confined to India only. Hence, there is no exposure to foreign currency risk.

(ii) Cash Flow and fair value interest rate risk

The Companyâs main interest rate risk arises from long-term borrowings with variable rates, which expose the group to cash flow interest rate risk.

(a) Interest Rate risk exposure

The exposure of the companyâs borrowings to interest rate changes at the end of the reporting period are as follows.

(b) Sensivity

Profit or loss is sensitive to higher /lower interest expense from variable rate borrowings as a result of changes in interest rates. Impact on profit after tax of increase/ decrease of 100 basis points in interest is as follows:

* Holding all other variable constant

(iii) Price risk

(a) Exposure

The Companyâs exposure to Investments arises from investment held by the company in mutual funds and classified in the balance sheet as fair value through profit or loss. To manage its price risk arising from investments in mutual funds, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the company

(b) Sensitivity

Profit or loss is sensitive to higher /lower value of investments as a result of changes in price. Impact on profit after tax of increase/ decrease of 10% of price is as follows:

Profit for the period would increase/ decrease as a result of gains/ losses on investments classified at fair value through profit or loss.

4 Capital Management

The Company considers total equity as shown in the balance sheet including retained profit and share capital as managed capital.

The Company aim to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize returns to shareholders. The capital structure of the Company is based on managementâs judgment of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Company considers the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The Companyâs policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The capital components of the Company are as given below:

(i) Loan covenants

Under the terms of the major borrowing facilities, the Company is required to comply with the following financial covenants:

(a) External Rating of the Company should not to fall below A & A1;

(b) Asset Cover ratio for term loan should be >=2;

(d) Total outstanding liabilities(TOL)/ Adjusted Total net worth (TNW) not to be higher than 0.50 times.

The Company has complied with these covenants throughout the reporting period except for asset cover ratio and debt service coverage ratio. As at March 31, 2018, compliance of covenants are as follows:

(a) External Rating of the Company is IND AA- Stable (31 March 2017: IND AA- Stable);

(b) Asset cover ratio was 2 (31 March 2017: Above 2.3);

(d) TOL / TNW is 0.24 (31 March 2017: 0.17).

5 Segment Information

In accordance with Ind AS 108 âOperating Segmentâ, segment information has been given in the consolidated financial statements of the Company, and therefore, no separate disclosure on segment information is given in these separate financial statements.

Notes:

(a) Gateway Distriparks Limited (âGDLâ) and its Joint venture, Gateway Rail Freight Limited (âGRFLâ) are involved in an arbitration proceeding with Container Corporation of India Limited (âConcorâ) in respect of agreements entered into by the parties for operation of container trains from the Inland Container Depot and Rail Siding of the Company at Garhi Harsaru, Gurgaon. Concor has raised claims on GDL and GRFL on various issues in respect to the aforesaid agreements. Based on legal opinion, the Management has taken a view that these claims are at a preliminary stage and the question of maintainability of the alleged disputes as raised by Concor under the aforesaid agreements is yet to be determined and are not sustainable. Pending conclusion of the arbitration, the parties are maintaining âstatus quoâ in respect of the operations at Garhi Harsaru, Gurgaon.

(b) Deputy Commissioner of Income Tax had issued orders under Section 143(3) of the Income Tax Act, 1961 of India (ââthe Income Tax Actââ), for the Assessment Years 2008-2009 to 2014-2015, disallowing the claim of deduction by the Company under Section 80-IA(4)(i) of the Income Tax Act upto Assessment year 2011-2012, other expenses and Minimum Alternate Tax Credit and issued notices of demand under Section 156 of the Income Tax Act for recovery of additional income tax and interest (after considering rectification order under Section 154 of the Income Tax Act for Assessment Year 2012-2013 and 2014-2015) aggregating Rs. 7304.15 lakhs (31 March 2017-Rs. 8,904.85 lakhs) and initiated proceedings to levy penalty. On appeal filed by the Company against the assessment orders, Commissioner of Income Tax (Appeals) had allowed the aforesaid deductions, except for claim of deduction of other expenses aggregating Rs. 30 lakhs for the Assessment Years 2008-2009 to 2010-2011. The Deputy Commissioner of Income Tax had appealed with Income Tax Appellate Tribunal against the aforesaid orders of Commissioner of Income Tax (Appeals) for the Assessment Years 2008-2009 to 2010-2011, which has been decided in favour of the Company. Income Tax Department has filed an appeal with Bombay High Court against the order of Income Tax Appellate Tribunal for Assessment Years 2008-2009 and 2009-2010, which is pending for hearing. For Assessment Year 2011-12, the Company had deposited Rs. 352 lakhs while filing appeal with Commissioner of Income Tax (Appeals), for which order in favour of the Company has been received. The Company has filed appeal against the order for the Assessment Years 2012-2013 and 2014-2015 with the Commissioner of Income Tax (Appeals). The Commissioner of Income Tax (Appeals) has given order in favour of the Company for Assessment Year 2013-2014.

Deputy Commissioner of Income Tax had issued notices under Section 148 of the Income Tax Act, proposing to re-assess the Income for Assessment Years 2004-2005 to 2007-2008, disallowing the deduction under Section 80-IA(4)(i) of the Income Tax Act amounting to Rs. 4,460.34 lakhs. The Company has filed a Writ petition against the notices with the Bombay High Court. The Bombay High Court has granted Ad Interim Stay against the notices.

Based on Lawyer and Tax Consultantâs opinion, the Management is of the opinion that the Company is entitled to aforesaid deductions and claims and hence, no provision for the aforesaid demand/notices has been made till 31 March, 2018.

(c) In response to the letter dated 25 February, 2016, from the Principal Commissioner of Customs (G), the Company had deposited under protest an amount of Rs. 521.16 lakhs, pending final determination of the liability, in terms of the supertnama that covered the container no. CRX 3218782 comprising 15,390 KG of Red Sanders, which were unauthorizedly removed from the Punjab Conware CFS in December 2015. The Management is of the opinion that the amount will be recovered on completion of the legal proceedings in respect of recovery of the aforesaid cargo and accordingly the amount is considered as recoverablefrom the Customs.

(d) There was a fire in January 2010 at the warehouse of Punjab Conware CFS, in which cargo belonging to customers was damaged. These customers filed an insurance claim with their insurers and as part of claim settlement these customers have filed cases in consumer court to secure subrogation rights of insurance companies and obtained favorable judgement in State consumer dispute redressal commission. The Company has filed appeal with National Consumer Dispute Redressal Commission, after making deposit of Rs.154.76 lakhs, which was decided in favour of the Company and the amount deposited was refunded to the Company during the year.

(e) The Commissioner of Service Tax, Mumbai had raised show-cause notices / demands for service tax under category âGoods Transport Agencyâ for the period 2005-2006 to 2011-2012. On appeal filed by Company, Customs Excise and service tax Appellate Tribunal (CESTAT), Mumbai, vide order dated 7 May, 2013 remanded back the matter for fresh hearing. The Commissioner of Service tax, Mumbai has issued an order issued on 5 December, 2016 confirming the demand of Rs. 382.32 lakhs and interest under section 75 and penalty under section 76, 77 & 78 of Finance Act. The Company has filed an appeal with CESTAT, Mumbai on 6 March, 2017, contesting the demand on the grounds that the service tax was already paid under cargo handling services on the same transport of cargo at full rate, the transport cost of other units at Gurgaon and Punjab Conware CFS were wrongly included, no credit was given for service tax under Goods transport agency and that the figures of trailer cost / depreciation in the order were incorrect. In view of the acceptance of Companyâs contentions on certain points in the cross objection filed by the Department, as indicated in the earlier CESTAT order dated 7 May, 2013, the Management is of the opinion that no provision is required to be made in respect of the aforesaid demand.

(f) The Commissioner of Service Tax, Mumbai had disallowed Cenvat credit on certain inputs on the grounds that the invoices are in the name Punjab State Container and Warehousing Corporation Limited and raised demand for Rs. 39.88 lakhs, excluding interest and penalty for the period April, 2010 to March, 2015. The Company had filed an appeal with CESTAT, Mumbai after depositing Rs. 3 lakhs. CESTAT, Mumbai has given an order in favour of the Company and dropped the demand.

6 Details of dues to Micro and Small Eterprises as defined under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006

The Micro, Small and Medium Enterprises have been identified by the Company from the available information, which has been relied upon by the auditors. According to such identification, the disclosures as per Section 22 of âThe Micro, Small and Medium Enterprise Development (MSMED) Act, 2006â are as follows:

The above information has been determined to the extent such parties could be identified on the basis of the information available with the Company regarding the status of suppliers under the MSMED.

7 Related Party Transactions

(i) Subsidiary Companies

(iii) Investing party in respect of which the Company is an associate

Prism International Private Ltd. (PIPL)

(iv) Entities in which enterprise have significant control or entity in which directors are interested

Perfect Communication Private Limited (PCL)

(v) Key Management Personnel

(i) Executive Directors

Mr. Prem Kishan Dass Gupta (Chairman and Managing Director)

Mr. Ishaan Gupta (Joint Managing Director (Appointed w.e.f. February 8, 2017)

(ii) Independent and Non-Executive Directors

Mrs. Mamta Gupta (Non-Executive Director)

Mr. Shabbir Hassanbhai (Non-Executive Independent Director)

Mr. Bhaskar Avula Reddy (Non-Executive Independent Director)

Mr. Arun Kumar Gupta (Non-Executive Independent Director) (Appointed w.e.f. April 27, 2016)

Mr. Arun Agarwal (Non-Executive Independent Director) (Resigned w.e.f. September 22, 2016)

Mr. Saroosh Dinshaw (Non-Executive Independent Director) (Resigned w.e.f. September 28, 2016) Mr. M.P. Pinto (Non-Executive Independent Director) (Resigned w.e.f. September 28, 2016)

(iii) Other Key Management Personnel

Mr. R. Kumar, Deputy Chief Executive Officer and Chief Finance Officer cum Company Secretary

(vi) Relatives of Executive Directors

Mr. Samvid Gupta (Relative of Mr. Prem Kishan Dass Gupta, Mr. Ishaan Gupta and Mrs. Mamta Gupta)

(x) Loans to/from related parties

No loan has been given/ received to/ from any related parties.

Note: In the opinion of the management, transactions reported herein are on armâs length basis.

8 Earnings Per Share

Basic and Diluted EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of Equity shares outstanding during the year.

9 Offsetting Financial Assets and Financial Liabilities

Collateral against borrowings

Trade receivables and non-current assets of the Group are pledged as security against debt facilities from the lender. For carrying amount of assets pledged as security refer note 30.

10 Assets Pledge as Security

The carrying amounts of assets pledged as security for non-current borrowings are :

Disclosure pursuant to IND AS-8 â Accounting Policies, change in accounting estimates and errorsâ (specified under Sec 133 of the Companies Act 2013, read with rule 7 of Companies ( Accounts) Rules, 2015) are given below:

Following are the restatement made in current yearâs financial statements pertaining to previous year

The above reclassification in the previous yearâs published numbers have been made for better presentation in the financial statements and to confirm to the current yearâs classification/disclosure. This doesnot have any impact on the profit and hence no change in the basic and diluted earning per share of previous year.

Mar 31, 2017

1. Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Act.

2. Capital redemption reserve

Capital redemption reserve is used to record the amount of nominal value of the shares bought back by the Company. The reserve is utilized in accordance with the provisions of the Act.

3. General reserve:

Transfer to General reserve are made from retained earnings of the Company. The reserve is utilized in accordance with the provisions of the Act.

Dividends

A second interim dividend of Rs. 4 per equity share (40% of the face value of Rs. 10/- each) amounting to Rs. 4,349.12 lakhs (Dividend distribution tax thereon of Rs. 885.38 lakhs) has been declared by the Board of Directors in its meeting dated 18 May, 2017.

Employee Stock Option Plan:

ESOP 2013 Scheme

The Shareholders at the Extra Ordinary General Meeting held on March 8, 2013, approved the new ESOP 2013 Scheme for eligible Directors and employees of the Company and its Subsidiary Companies. Under the Scheme, options for 2,000,000 shares would be available for being granted to eligible employees of the Company and options for 500,000 shares would be available for being granted to employees of the Subsidiary Companies. Each option (after it is vested) will be exercisable for one Equity share of Rs. 10. The options would be issued at an exercise price, which would be at a 20% discount to the latest available closing market price (at a stock exchange as determined by the Remuneration & ESOP Committee) on the date prior to the date on which the Remuneration & ESOP Committee finalizes the specific number of options to be granted to the employees. Vesting of the options shall take place over a maximum period of 5 years with a minimum vesting period of 1 year from the date of grant.

4. Nature of Security:

5. Vehicle Finance Loan from HDFC Bank outstanding of Rs. 1,262.08 lakhs (Previous year: Rs. 1,245.65 lakhs, 1 April 2015 - Rs. 1,946.63 lakhs) are secured by way of hypothecation of the Company''s Commercial Vehicles.

6. Term loan from HDFC Bank outstanding of Rs. 7,975.18 lakhs (Previous year: Rs. 1,249.99 lakhs, 1 April 2015 - Rs. 1,583.33 lakhs) are secured by first and exclusive charge on all the immoveable assets, book debts and moveable fixed assets of the company.

7. The carrying amount of financial and non-financial assets pledged as security for non current borrowings are disclosed in note 32.

8. Terms of Repayment:

9. Vehicle Finance Loans from HDFC Bank are repayable in 35/ 59/ 60 equal monthly installments along with interest ranging from 8.31% per annum to 11% per annum on reducing monthly balance.

10. Term Loans from HDFC Bank are repayable in equal quarterly installments between 11 January, 2014 to 2 March, 2024 along with interest of Bank''s MCLR 0.40% per annum on reducing quarterly balance.

11. There were no amounts outstanding to be paid to micro and small enterprises registered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED).

12. No interest is paid/payable during the year to any micro or small enterprise registered under the MSMED.

13. The above information has been determined to the extent such parties could be identified on the basis of the information available with the company regarding the status of suppliers under the MSMED.

Compensated absences

The leave obligation cover the company liability for sick and earned leave.

Post employment benefit obligations Gratuity

The gratuity plan of the Company is a funded plan and administered by TATA AIA Life Insurance Company Limited. The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of service.

Defined contribution plans

The Company makes contributions to Provident Fund and Employee State Insurance Corporation (ESIC), which are defined contribution plan, for qualifying employees. Under the schemes, the company is required to contribute a specified percentage of the payroll costs to fund the benefits. The company recognized Rs. 77.73 lakhs (Year ended March 31, 2016: Rs. 75.31 lakhs) for provident fund contributions and Rs. 3.11 lakhs (Year ended March 31,2016: Rs. Nil) for contribution to ESIC in the statement of profit and loss. The contributions payable to these plans by the company are at rates specified in the rules of the schemes.

Balance sheet amount (Gratuity)

The amounts recognized in the Balance sheet and movements in the net defined benefits obligation over the period are as follows:

14. Fair Value hierarchy

This section explains the judgments and estimates made in determining the fair value of the financial instruments that are (a) recognized and measured fair value and (b) measured at amortized cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed the accounting standard. An explanation of each level follows underneath the table.

Except for those financial assets/liabilities mentioned in the above table, the Company considers that the carrying amounts recognized in the financial statements approximate their fair values. For financial assets that are measured at fair value, the carrying amounts are equal to the fair values.

Level 1 Hierarchy includes financial instruments measured using quoted price. This includes mutual funds that have quoted price. The mutual funds are valued using the closing NAV.

Level - 2 The fair value of financial instruments that are not traded in an active market (for example trade bond, over-the-counter derivatives) is determined using valuation technique which maximize the use of observable market data and rely as little as possible on entity -specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level-2.

Level -3 If one or more of the significant inputs is not based on observable market data, the instrument is include in level 3.

15. Valuation technique used to determine fair value

Specific valuation technique used to value financial instruments include:

16. The mutual funds are valued using closing NAV available in the market.

17. The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

18.Significant estimates

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.

19. Credit Risk

Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with bank and financial institution, foreign exchange transactions and other financial instruments.

The Company has defined default as 180 days past due with no payment received in past 180 days. This definition of default is determined by considering the business environment in which the Company operates and other macro-economic factors. The company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as: adverse changes in business, changes in the operating results of the counterparty, change to the counterparty''s ability to meet its obligations etc. Financial assets are written off when there is no reasonable expectation of recovery.

20. Credit Risk Management

Financial instruments and cash deposits

The Company''s maximum exposure to credit risk as at 31 March 2017, 31 March 2016, and 1 April 2015 is the carrying value of each class of financial assets as disclosed in note 5.

Of the Trade Receivables balance as at March 31, 2017 of Rs.3,283.70 lakhs (2016- Rs. 3,498.14 lakhs and 2015 - Rs.2,284.15 lakhs), the top 5 customers of the Company represent the balance of Rs. 574.87 lakhs (2016- Rs. 744.01 lakhs and 2015 - Rs. 483.45 lakhs). There are no other customers who represent more than 5% of total balance of Trade Receivables.

The Bank has an unconditional right to cancel the undrawn/ unused/ unavailed portion of the loan/ facility sanctioned at any time during the period of the loan/ facility, without any prior notice to the Company.

21. Maturities of financial liabilities

The tables below analyze the company''s financial liabilities into relevant maturity grouping based on their contractual maturities for all no derivative financial liabilities

The amounts disclosed in the table are the contractual undiscounted cash flows. Balance due within 12 months equal their carrying balances as the impact of discounting is not significant

22. Market Risk

23. Foreign currency risk

The company''s operations are such that all activities are confined to India only except for certain Imported Capital Assets (Reach Stacker) for which company has availed buyers credit facility exposing itself to foreign exchange risk arising from foreign currency transactions, primarily with respect to EURO. No hedging is done to manage the risk.

24.Buyers Credit''s are availed by the company for purchase of tangible Assets. Company had availed option under paragraph D13AA of Ind AS 101.

25.Cash Flow and fair value interest rate risk

The Company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the group to cash flow interest rate risk.

26.Price risk

27. Exposure

The company''s exposure to Investments arises from investment held by the company in mutual funds and classified in the balance sheet as fair value through profit or loss.

To manage its price risk arising from investments in mutual funds, the company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the company

28. Capital Management

The company considers the following components of its Balance Sheet to be managed capital:

Total equity as shown in the balance sheet includes retained profit and share capital.

The company aim to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize returns to our shareholders. The capital structure of the company is based on management''s judgment of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

Under the terms of the major borrowing facilities, the company is required to comply with the following financial covenants:

External Rating not to fall below A & A1

Asset Cover ratio for term loan>=2

Debt Service Coverage Ratio not to fall below 3.50 times

Total outstanding liabilities(TOL)/ Adjusted Total net worth (TNW) not to be higher than 0.50 times.

The company has complied with these covenants throughout the reporting period. As at 31 March 2017, External Rating was IND AA- Stable (31 March 2016: IND AA- Stable), Asset cover ratio was 2.3 (31 March 2016: Above 6.5), Debt Service coverage ratio was 4.3 times (31 March 2016: 15.4 times) and TOL / TNW was 0.17 (31 March 2016: 0.08).

29. Segment Information:

In accordance with Ind AS 108 ''Operating Segment'', segment information has been given in the consolidated financial statements of Gateway Distriparks Limited, and therefore, no separate disclosure on segment information is given in these financial statements.

30. Contingent Liabilities

The company had contingent liabilities as at 31 March 2017 and 31 March 2016 in respect of:

31. Gateway Distriparks Limited ("GDL") and its Joint venture, Gateway Rail Freight Limited ("GRFL") are involved in an arbitration proceeding with Container Corporation of India Limited ("Concor") in respect of agreements entered into by the parties for operation of container trains from the Inland Container Depot and Rail Siding of the Company at Garhi Harsaru, Gurgaon. Concor has raised claims on GDL and GRFL on various issues in respect to the aforesaid agreements. Based on legal opinion, the Management has taken a view that these claims are at a preliminary stage and the question of maintainability of the alleged disputes as raised by Concor under the aforesaid agreements is yet to be determined and are not sustainable. Pending conclusion of the arbitration, the parties are maintaining "status quo" in respect of the operations at Garhi Harsaru, Gurgaon.

32. Deputy Commissioner of Income Tax had issued orders under Section 143(3) of the Income Tax Act, 1961 of India ("the Income Tax Act"), for the Assessment Years 2008-2009 to 2014-2015, disallowing the claim of deduction by the Company under Section 80-IA(4)

33. of the Income Tax Act up to Assessment year 2011-2012, other expenses and Minimum Alternate Tax Credit and issued notices of demand under Section 156 of the Income Tax Act for recovery of additional income tax and interest (after considering rectification order under Section 154 of the Income Tax Act for Assessment Year 2012-2013and 2014-2015) aggregating Rs. 8,975.81 lakhs and initiated proceedings to levy penalty. On appeal filed by the Company against the assessment orders, Commissioner of Income Tax (Appeals) had allowed the aforesaid deductions, except for claim of deduction of other expenses aggregating Rs. 30 lakhs for the Assessment Years 2008-2009 to 2010-2011. The Deputy Commissioner of Income Tax had appealed with Income Tax Appellate Tribunal against the aforesaid orders of Commissioner of Income Tax (Appeals) for the Assessment Years 2008-2009 to 2010-2011, which has been decided in favour of the Company. Income Tax Department has filed an appeal with Bombay High Court against the order of Income Tax Appellate Tribunal for Assessment Years 2008-2009 and 2009-2010, which is pending for hearing. Pending hearing of the appeal filed by the Company against the assessment order for Assessment Year 2011-2012 with the Commissioner of Income Tax (Appeals), the Company has deposited Rs. 352 lakhs. The Company has filed appeal against the order for the Assessment Years 2012-2013 and 2014-2015 with the Commissioner of Income Tax (Appeals). The Commissioner of Income Tax (Appeals) has given order in favour of the Company for Assessment Year 2013-2014.

Deputy Commissioner of Income Tax had issued notices under Section 148 of the Income Tax Act, proposing to re-assess the Income for Assessment Years 2004-2005 to 2007-2008, disallowing the deduction under Section 80-IA(4)(i) of the Income Tax Act. The Company expects tax payable aggregating Rs. 4,460.34 lakhs (excluding interest) on the amount disallowed. The Company has filed a Writ petition against the notices with the Bombay High Court. The Bombay High Court has granted Ad Interim Stay against the notices.

Based on Lawyer and Tax Consultant''s opinion, the Management is of the opinion that the Company is entitled to aforesaid deductions and claims and hence, no provision for the aforesaid demand/notices has been made till 31 March, 2017.

34. In response to the letter dated 25 February, 2016, from the Principal Commissioner of Customs (G), the Company had deposited under protest an amount of Rs. 521.16 lakhs, pending final determination of the liability, in terms of the supertnama that covered the container no. CRX 3218782 comprising 15,390 KG of Red Sanders, which were unauthorizedly removed from the Punjab Conware CFS in December 2015. The Management is of the opinion that the amount will be recovered on completion of the legal proceedings in respect of recovery of the aforesaid cargo and accordingly the amount is considered as recoverable from the Customs.

35. There was a fire in January 2010 at the warehouse of Punjab Conware CFS, in which cargo belonging to customers was damaged. These customers filed an insurance claim with their insurers and as part of claim settlement these customers have filed cases in consumer court to secure subrogation rights of insurance companies and obtained favorable judgment in State consumer dispute redressal commission. The Company has filed appeal with National Consumer Dispute Redressal Commission, after making deposit of Rs.154.76 lakhs. The Management is of the opinion that the amount will be recovered on completion of the proceedings and accordingly no provision is made for the claims and the amount of deposit is considered as recoverable.

36. The Commissioner of Service Tax, Mumbai had raised show-cause notices / demands for service tax under category "Goods Transport Agency" for the period 2005-2006 to 2011-2012. On appeal filed by Company, Customs Excise and service tax Appellate Tribunal (CESTAT), Mumbai, vide order dated 7 May, 2013 remanded back the matter for fresh hearing. The Commissioner of Service tax, Mumbai has issued an order issued on 5 December, 2016 confirming the demand of Rs. 382.32 lakhs and interest under section 75 and penalty under section 76, 77 & 78 of Finance Act. The Company has filed an appeal with CESTAT, Mumbai on 6 March, 2017, contesting the demand on the grounds that the service tax was already paid under cargo handling services on the same transport of cargo at full rate, the transport cost of other units at Gurgaon and Punjab Conware CFS were wrongly included, no credit was given for service tax under Goods transport agency and that the figures of trailer cost / depreciation in the order were incorrect. In view of the acceptance of Company''s contentions on certain points in the cross objection filed by the Department, as indicated in the earlier CESTAT order dated 7 May, 2013, the Management is of the opinion that no provision is required to be made in respect of the aforesaid demand.

37. The Commissioner of Service Tax, Mumbai has disallowed Cenvat credit on certain inputs on the grounds that the invoices are in the name Punjab State Container and Warehousing Corporation Limited and raised demand for Rs. 39.88 lakhs, excluding interest and penalty for the period April, 2010 to March, 2015. The Company has filed an appeal with CESTAT, Mumbai after depositing Rs. 3 lakhs. The Management is of the opinion no provision is required to be made in respect of the aforesaid demand as the CFS is operated under the operations and management agreement with Punjab State Container and Warehousing Corporation Limited.

38. Commitments:

39. Capital Commitments:

Estimated amount of contracts [net of Capital Advances of Rs.188.52 lakhs (Previous Year Rs. 210.52 lakhs)] to be executed on capital account, and not provided for is Rs. 421.27 lakhs (Previous Year Rs. 1,162.31 lakhs).

40. Key Management Personnel compensation (including their relatives)

41. Executive Directors

Mr. Prem Kishan Dass Gupta (Chairman and Managing Director)

Mr. Ishaan Gupta (Joint Managing Director (Appointed w.e.f. February 8, 2017)

42. Independent and Non-Executive Directors

Mrs. Mamta Gupta (Non-Executive Director)

Mr. Shabbir Hassanbhai (Non-Executive Independent Director)

Mr. Bhaskar Avula Reddy (Non-Executive Independent Director)

Mr. Arun Kumar Gupta (Non-Executive Independent Director) (Appointed w.e.f. April 27, 2016)

Mr. Arun Agarwal (Non-Executive Independent Director) ( Retired w.e.f. September 22, 2016)

Mr. Saroosh Dinshaw (Non-Executive Independent Director) ( Retired w.e.f. September 28, 2016)

Mr. M.P. Pinto (Non-Executive Independent Director) ( Retired w.e.f. September 28, 2016)

Mr. Gopinath Pillai (Non-Executive Director) (Resigned w.e.f. April 29, 2015)

Mrs. Chitra Gouri Lal (Non-Executive Independent Director) (Resigned w.e.f. August 19, 2015)

Mr. Satpal Khattar (Non-Executive Director) (Resigned w.e.f. October 15, 2015)

Key Management Personnel:

Mr. R. Kumar, Deputy Chief Executive Officer and Chief Finance Officer cum Company Secretary

Relatives of Executive Directors:

Mr. Samvid Gupta (Relative of Mr. Prem Kishan Dass Gupta, Mr. Ishaan Gupta and Mrs. Mamta Gupta)

43: First time adoption of Ind AS

Transition to Ind AS

These are the company''s first financial statements prepared in accordance with Ind AS.

The Accounting policies set out in note 1 have been applied in the financial statements for the year ended 31 March 2017, the comparative information presented in these financial statement for the year ended 31 March 2016 and in the preparation of an opening Ind AS balance sheet at 1 April 2015 (the Company''s date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provision of the Act (previous GAAP or Indian GAAP)

An explanation of how the transition from previous GAAP to Ind AS has affected the group''s financial position, financial performance and cash flows is set out in the following tables and notes.

In preparing these Ind AS financial statements, the Company has availed certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and IGAAP have been recognized directly in equity (retained earnings or another appropriate category of equity). This note explains the adjustments made by the Company in restating its IGAAP financial statements, including the Balance Sheet as at 1st April, 2015 and the financial statements as at and for the year ended 31st March, 2016.

44. Ind AS optional exemptions

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous IGAAP to Ind AS.

45. Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the IGAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets.

Accordingly, the company has elected to measure all of its property, plant and equipment and intangible assets at their IGAAP carrying value.

46.Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material.

The company has elected to apply this exemption for such contracts/arrangements.

47. Business combinations

Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date.

The Company elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated.

48. Long Term Foreign Currency Monetary Items

Company has elected to continue the policy adopted for accounting for exchange differences arising from translation of long-term foreign currency monetary items recognized in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period as per the previous GAAP.

49.Deemed cost for Investments in subsidiaries/Joint Ventures/Associate

The Company has elected to measure its investments in subsidiaries at its previous GAAP carrying values which shall be the deemed cost as at the date of transition.

50. Designation of previously recognized financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS.

The Company has elected to apply this exemption for its investment in equity investments.

51. Share-based payment transaction

The Company has availed the exemption provided by Ind AS 101 regarding share based payment transactions and accordingly has not applied Ind AS 102 - Share based payment to equity instruments that vested but not settled before date of transition to Ind AS.

52. Ind AS mandatory exceptions

The company has applied the following exceptions from full retrospective application of Ind AS as mandatorily required under Ind AS 101:

53.Estimates

An entity''s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Upon an assessment of the estimates made under Previous GAAP, the Company has concluded that there was no necessity to revise such estimates under Ind AS, except where estimates were required by Ind AS and not required by Previous GAAP.

54.De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity''s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those transactions.

The company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

55.Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

56.Reconciliations between IGAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from IGAAP to Ind AS.

The presentation requirements under IGAAP differs from and hence the IGAAP information has been reclassified for ease of reconciliation with Ind AS. The reclassified IGAAP information is derived based on the audited financial statements of the Company for the year ended 31st March,2016 and 31st March, 2015.

57.: Fair Value of Investments

Under the previous GAAP, investments in mutual funds were classified as long-term investments or current investments based on the intended holding period and realisability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value. The resulting fair value changes of these investments (other than equity instruments designated as at FVOCI) have been recognized in retained earnings as at the date of transition and subsequently in the statement of profit and loss for the year ended 31 March 2016. This increased the retained earnings by Rs. 4.28 lakhs as at 31 March 2016 (1 April 2015 - Nil). Accordingly, the profit for the year ended 31 March 2016 increased by Rs. 4.28 lakhs.

58.: Other Current Assets

Under the previous GAAP, upfront leasehold land premium and upfront operations and management fees paid for Punjab Conware CFS were presented as part of Property, plant and equipment and other intangible assets respectively . Under Ind AS, these are shown under other noncurrent assets as prepaid expenses, with the current portion shown under current assets. There is no impact on the total equity or profit as a result of this adjustment.

59.Other Non-Current Assets

60: Assets classified as held for sale

Under the previous GAAP,assets classified as held for sale was presented as part of other current assets. Under Ind AS, this is shown separately on the face of Balance Sheet. There is no impact on the total equity or profit as a result of this adjustment.

61Other financial liabilities- Proposed dividend

Under the previous GAAP, dividends proposed by the Board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognized as a liability. Under Ind AS, such dividends are recognized when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend of Rs. 3,620.51 lakhs as at 31 March 2016 (1 April 2015 Rs. 3,794.05 lakhs) included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

62.Deferred tax

Under IGAAP, deferred tax accounting was done using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under IGAAP.

In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the Company has to account for such differences. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or other comprehensive income, on the date of transition. Accordingly, the liability for deferred tax has increased by Rs. 37.69 lakhs as at 31 March 2016 (1 April 2015 Rs. Nil) with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

63. Capital Work in progress

Finance cost on borrowings, which were expensed under IGAAP qualifies under Ind AS to be capitalised and carried forward as part of Capital Work in progress. An amount of Rs. 104.60 lakhs as on 31 Mar 2016 (31 March 2015: Rs. Nil) were capitalized.

Consequent to the above, the total equity as at 31 March 2016 increased by Rs. 104.60 lakhs as at 31 March 2016 (1 April 2015 - Rs. Nil) and Total comprehensive income for the year ended 31 March 2016 increased by Rs. 104.60 lakhs.

64: Re measurements of post-employment benefit obligations

Under Ind AS, re measurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognized in other comprehensive income instead of profit or loss. Under the IGAAP, these re measurements were forming part of the profit or loss for the year. As a result of this change, the profit for the year ended March 31, 2016 decreased by Rs. 7.73 lakhs. There is no impact on the total equity as at 31 March 2016.

65: Other comprehensive income

Under Ind AS, all items of income and expense recognized in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognized in profit or loss but are shown in the statement of profit and loss as "other comprehensive income" represents re measurements of defined benefit plans and its tax impact of Rs. 5.05 lakhs. The concept of other comprehensive income did not exist under previous GAAP.

66. Equity component of investment in preference share

Under the previous GAAP, investment in preference shares of subsidiaries and joint venture are recorded at the transaction price. Under Ind AS, investment in preference shares is treated as financial asset. Such asset is recorded at fair value at initial recognition and subsequently measured at amortized cost using effective interest rate method (except those subsequently measured at fair value). The difference between fair value and transaction price on initial recognition is recognized as additional investment in subsidiary and joint venture. Equity Investment in subsidiary and joint venture is tested for impairment. As a result of this adjustment, retained earnings has increased by Rs. 4,528.52 Lakhs as at 31 March 2016 (01 April 2015 Rs. 3,521.75 Lakhs). The profit for the year ended 31 March 2016 has increased by Rs. 1,006.77 lakhs as a result of recognizing income from premium receivable on redemption and unwinding of discount using effective interest rate method.

67: Retained Earnings

Retained earnings as at April 1, 2015 has been adjusted consequent to the above Ind AS transition adjustments

68. Offsetting Financial Assets And Financial Liabilities

69. Collateral against borrowings

Trade receivables and non-current assets of the Group are pledged as security against debt facilities from the lender. For carrying amount of assets pledged as security refer note 32.70.

Exceptional Item comprises of Profit of Rs. 6,306.61 lacs on sale of Company''s freehold land and building at Garhi Harsaru, Gurgaon to its Joint Venture Company Gateway Rail Freight Limited on the sale consideration of Rs. 7,490 lacs (Book value: Rs. 1,183.39 lacs), during the year ended 31 March, 2016.

70. Previous year figures have been regrouped and reclassified to conform with current year''s classification, wherever applicable.

Mar 31, 2016

Notes:

(a) The Company ("GDL") and its Subsidiary Company, Gateway Rail Freight Limited (''GRFL'') are involved in an arbitration proceeding with Container Corporation of India Limited ("Concor") in respect of agreements entered into by the parties for operation of container trains from the Inland Container Depot and Rail Siding of the Company at Garhi Harsaru, Gurgaon. Concor has raised claims on GDL and GRFL on various issues in respect to the aforesaid agreements. Based on legal opinion, the Management has taken a view that these claims are at a preliminary stage and the question of maintainability of the alleged disputes as raised by Concor under the aforesaid agreements is yet to be determined and are not sustainable. Pending conclusion of the arbitration, the parties are maintaining "status quo" in respect of the operations at Garhi Harsaru, Gurgaon.

(b) Deputy Commissioner of Income Tax had issued orders under Section 143(3) of the Income Tax Act, 1961 of India ("the Income Tax Act"), for the Assessment Years 2008-2009 to 2013-2014, disallowing the claim of deduction by the Company under Section 80-IA(4)(i) of the Income Tax Act upto Assessment year 2011-2012, other expenses and Minimum Alternate Tax Credit and issued notices of demand under Section 156 of the Income Tax Act for recovery of additional income tax and interest (after considering rectification order under Section 154 of the Income Tax Act for Assessment Year 2012- 2013) aggregating Rs. 923,391,096 and initiated proceedings to levy penalty. On appeal filed by the Company against the assessment orders, Commissioner of Income Tax (Appeals) had allowed the aforesaid deductions, except for claim of deduction of other expenses aggregating Rs. 3,000,000, for the Assessment Years 2008-2009 to 2010-2011. The Deputy Commissioner of Income Tax has appealed with Income Tax Appellate Tribunal against the aforesaid orders of Commissioner of Income Tax (Appeals) for the Assessment Years 2008-2009 to 2010-2011, which has been decided in favour of the Company for Assessment Years 2008-2009 and 2009-2010 and the decision on appeal for Assessment Year 2010-2011 is pending before the Tribunal. Pending hearing of the appeal filed by the Company against the assessment order for Assessment Year 2011-2012 with the Commissioner of Income Tax (Appeals), the Company has deposited Rs. 35,200,000. The Company has filed appeal against the order for the Assessment Years 2012-2013 and 2013-2014, with the Commissioner of Income Tax (Appeals).

1. Contingent Liabilities:

Deputy Commissioner of Income Tax had issued notices under Section 148 of the Income Tax Act, proposing to re- assess the Income for Assessment Years 2004-2005 to 2007-2008, disallowing the deduction under Section 80-IA(4)

(i) of the Income Tax Act. The Company expects tax payable aggregating Rs. 446,034,374 (excluding interest) on the amount disallowed. The Company has filed a Writ petition against the notices with the Bombay High Court. The Bombay High Court has granted Ad Interim Stay against the notices.

Based on Lawyer and Tax Consultant''s opinion, the Management is of the opinion that the Company is entitled to aforesaid deductions and claims and hence, no provision for the aforesaid demand/ notices has been made till March 31, 2016.

(c) In response to the letter dated February 25, 2016, from the Principal Commissioner of Customs (G), the Company had deposited under protest an amount of Rs. 52,115,670, pending final determination of the liability, in terms of the supertnama that covered the container no. CRX 3218782 comprising 15,390 KG of Red Sanders, which were unauthorizedly removed from the Punjab Conware CFS in December 2015. The Management is of the opinion that the amount will be recovered on completion of the legal proceedings in respect of recovery of the aforesaid cargo and accordingly the amount is considered as recoverable from the Customs.

2. Commitments

a) Capital Commitment:

Estimated amount of contracts [net of advances of Rs. 21,052,185 (Previous year: Rs. 2,151,225)] remaining to be executed on capital account and not provided for is Rs. 116,231,328 (Previous year: Rs. 2,448,676).

b) Other Commitments:

The Company has imported capital goods under the Export Promotion Capital Goods Scheme of the Government of India at concessional rates of duty under

i) obligation to: export cargo handling services of Rs. 95,533,133 within a period of 8 years from July 26, 2010 and to maintain an average of the past three years'' export performance of Rs. 52,609,681.

ii) export cargo handling services of Rs. 96,396,678 within a period of 8 years from June 11, 2012 and to maintain an average of the past three years'' export performance of Rs. 51,969,884.

iii) export cargo handling services of Rs. 110,305,342, within a period of 8 years from April 2012.

3. Segment Reporting

Primary Segment:

In accordance with Accounting Standard 17 - "Segment Reporting" , the Company has determined its business segment as "Container Freight Station". Since 100% of the Company''s business is from Container Freight Station, there are no other primary reportable segments. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year is as reflected in the Financial Statements as of and for the year April 1, 2015 to March 31, 2016.

Secondary Segment:

The Company''s operations are such that all activities are confined only to India and hence, there is no secondary reportable segment relating to the Company''s business.

4. Disclosure for AS 15 (Revised)

The Company has classified various benefits provided to employees as under:-

I. Defined Contribution Plans

a. Provident Fund

b. State Defined Contribution Plan

- Employers'' Contribution to Employee''s Pension Scheme 1995

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:

- Employers'' Contribution to Provident Fund * Rs. 7,530,818 (Previous year: Rs. 7,453,640) [Includes EDLI charges and Employers'' Contribution to Employee''s Pension Scheme 1995]

* Included in Contribution to Provident and Other Funds (Refer Note 23)

II. Defined Benefit Plan Gratuity

In accordance with Accounting Standard 15, actuarial valuation was done in respect of the aforesaid defined benefit plan of gratuity based on the following assumptions:-

5. Scheme of Amalgamation

a) During the previous year, the High Court of Judicature at Bombay vide order dated November 15, 2014 had dispensed with the filing of the petition by the Company for seeking sanction to the Scheme of Amalgamation. Pursuant to the Scheme of Amalgamation of wholly owned Subsidiary Company Gateway Distriparks (South) Private Limited ("Transferor Company") with the Company ("the Scheme" or "Amalgamation"), as sanctioned by the High Court of Judicature at Madras vide order dated January 12, 2015 and filed with the Registrar of Companies on March 5, 2015 after receipt of the same by the Company, the entire business and undertakings including all the assets and liabilities of transferor company stands transferred to and vested with the Company with effect from April 1, 2014 ("the Appointed date"). The Scheme has accordingly been given effect to in the financial statements of the previous year.

b) Both Companies were in the business of operating Container Freight Station (CFS). The Company has made application to the Inter Ministerial Committee, Ministry of Commerce for change of name of the CFS of the Transferor Company at Chennai to the name of the Company. Pending approval, the assets continue to be held in the name of the Transferor Company - Gateway Distriparks (South) Private Limited (formerly known as Indev Container and Warehouse Services Pvt. Ltd.).

c) Since the transferor company was a wholly owned subsidiary, no equity shares or other shares of the Company are allotted in lieu or exchange of holding of shares in the transferor company. The share capital of the transferor company was cancelled and extinguished.

d) The amalgamation was accounted for under the "Pooling of Interests" method as prescribed by Accounting Standard-14, "Accounting for Amalgamations". Accordingly, entire business and undertakings including all the assets and liabilities of transferor companies as at April 1, 2014 have been taken over at their book values.

e) With the Scheme coming into effect, the reserves of the Company stands as follows:

- Surplus in the Statement of Profit and Loss of transferor company as at April 1, 2014 amounting to Rs. 962,793,493 has been credited to the Statement of Profit and Loss of the Company during the previous year.

- The difference aggregating Rs. 124,380,767, between amount of Investment by the Company in the Transferor Company over the Share Capital of the Transferor Company has been adjusted in the General Reserve during the previous year.

f) All inter company balances were eliminated on incorporation of the accounts of the transferor company in the Company during the previous year.

6. Exceptional Item comprises of Profit of Rs. 630,661,447 on sale of Company''s freehold land and building at Garhi Harsaru, Gurgaon to its Subsidiary Company Gateway Rail Freight Limited on the sale consideration of Rs. 749,000,00 (Book value: Rs. 118,338,503).

7. Previous year''s figures have been rearranged to conform with current year''s presentation, where applicable.

Mar 31, 2015

GENERAL INFORMATION

Gateway Distriparks Limited (the ''Company'') is engaged in business of Container related logistics. The Company was incorporated on April 6, 1994. The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange (NSE).

The Company''s primary business is to operate Container Freight Stations ("CFS"), which are facilities set up for the purpose of in-transit container handling, examination, assessment of cargo with respect to regulatory clearances, both import and export.

The Company started operations with a CFS at the Country''s premier container port of Jawaharlal Nehru Port Trust (JNPT). Since February 1, 2007, the Company has been the Operations and Management Operator of Punjab Conware''s CFS, which is also located at JNPT, for 15 years. The 2 Container Freight Stations provide common user facilities offering services for Container Handling, Transport and Storage of import / export laden and empty containers and cargo carried under customs control.

2014-2015 2013-2014 Rs. Rs.

2 Contingent Liabilities:

Bank Guarantees and Continuity Bonds issued in favour of The President 7,743,849,5851 3,169,549,585 of India through the Commissioners of Customs and in favour of Sales Tax Authorities.

Bank Guarantee and Continuity Bonds issued in favour of Punjab State 2,165,000,0001 2,160,900,000 Container and Warehousing Corporation Limited in respect of Operations and Management Contract of their CFS at Dronagiri Node, Nhava Sheva.

Corporate guarantees issued in favour of banks, financial institutions and 1,396,043,7541 2,769,285,860 State Industrial Development Corporation for loans taken by subsidiaries.

Claims made by the Party not acknowledged as debts

- Container Corporation of India Limited [Refer Note 26(a)] Not | Not Ascertainable] Ascertainable

- Others 1,700,0001 -

Disputed Income Tax Claims (including Interest and Penalty to the extent 1,588,171,3501 1,369,402,480 ascertainable) not acknowledged as debts [Refer Note 26(b)]

Total 12,894,764,6891 9,469,137,925

Notes:

(a) The Company ("GDL'') and its Subsidiary Company, Gateway Rail Freight Limited ("GRFL'') are involved in an arbitration proceeding with Container Corporation of India Limited ("Concor") in respect of agreements entered into by the parties for operation of container trains from the Inland Container Depot and Rail Siding of the Company at Garhi Harsaru, Gurgaon. Concor has raised claims on GDL and GRFL on various issues in respect to the aforesaid agreements. Based on legal opinion, the Management has taken a view that these claims are at a preliminary stage and the question of maintainability of the alleged disputes as raised by Concor under the aforesaid agreements is yet to be determined and are not sustainable. Pending conclusion of the arbitration, the parties are maintaining "status quo" in respect of the operations at Garhi Harsaru, Gurgaon.

(b) Deputy Commissioner of Income Tax had issued orders under Section 143(3) of the Income Tax Act, 1961 of India ("the Income Tax Act"), for the Assessment Years 2008-2009 to 2012-2013, disallowing the claim of deduction by the Company under Section 80-IA(4)(i) of the Income Tax Act upto Assessment year 2011-2012, other expenses and Minimum Alternate Tax Credit and issued notices of demand under Section 156 of the Income Tax Act for recovery of additional income tax, dividend distribution tax and interest aggregating Rs. 1,142,136,976 and initiated proceedings to levy penalty. On appeal filed by the Company against the assessment orders, Commissioner of Income Tax (Appeals) had allowed the aforesaid deductions, except for claim of deduction of other expenses aggregating Rs. 3,000,000, for the Assessment Years 2008-2009 to 2010-2011. The Deputy Commissioner of Income Tax has appealed with Income Tax Appellate Tribunal against the aforesaid orders of Commissioner of Income Tax (Appeals) for the Assessment Years 2008-2009 to 2010-2011. Pending hearing of the appeal filed by the Company against the assessment order for Assessment Year 2011-2012 with the Commissioner of Income Tax (Appeals), the Company has deposited Rs. 35,200,000. The Company has filed application for rectification of order under Section 154 of the the Income Tax Act and also filed appeal against the order for the Assessment Year 2012-2013, with the Commissioner of Income Tax (Appeals).

Deputy Commissioner of Income Tax had issued notices under Section 148 of the Income Tax Act, proposing to re-assess the Income for Assessment Years 2004-2005 to 2007-2008, disallowing the deduction under Section 80-IA(4)(i) of the Income Tax Act. The Company expects tax payable aggregating Rs. 446,034,374 (excluding interest) on the amount disallowed. The Company has filed a Writ petition against the notices with the Bombay High Court. The Bombay High Court has granted Ad Interim Stay against the notices.

Based on Lawyer and Tax Consultant''s opinion, the Management is of the opinion that the Company is entitled to aforesaid deductions and claims and hence, no provision for the aforesaid demand/ notices has been made till March 31,2015.

3 Commitments:

a) Capital Commitment:

Estimated amount of contracts (net of advances of Rs.2,151,225; (Previous year: Nil)) remaining to be executed on capital account and not provided for is Rs. 2,448,676 (Previous year: Rs. Nil).

b) Other Commitments:

The Company has imported capital goods under the Export Promotion Capital Goods Scheme of the Government of India at concessional rates of duty under obligation to:

i) export cargo handling services of Rs. 95,533,133 (Previous year: Rs. 95,533,133) within a period of 8 years from July 26, 2010 and to maintain an average of the past three years'' export performance of Rs. 52,609,681.

ii) export cargo handling services of Rs. 96,396,678 (Previous year: Rs. 96,396,678) within a period of 8 years from June 11,2012 and to maintain an average of the past three years'' export performance of Rs. 51,969,884.

iii) The Company has imported capital goods under the Export Promotion Capital Goods Scheme of the Government of India at concessional rates of duty under obligation to export cargo handling services of Rs. 110,305,342, within a period of 8 years from April 2012.

4 Segment Reporting Primary Segment:

In accordance with Accounting Standard 17 - "Segment Reporting" , the Company has determined its business segment as "Container Freight Station". Since 100% of the Company''s business is from Container Freight Station, there are no other primary reportable segments. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year is as reflected in the Financial Statements as of and for the year April 1,2014 to March 31,2015.

Secondary Segment:

The Company''s operations are such that all activities are confined only to India and hence, there is no secondary reportable segment relating to the Company''s business.

5 Related Party Disclosures

Related Party Disclosures, as required by Accounting Standard 18 - "Related Party Disclosures" are given below:

Subsidiary Companies:

i. Gateway East India Private Limited (GEIPL)

ii. Gateway Rail Freight Limited (GRFL)

iii. Gateway Distriparks (Kerala) Limited (GDKL)

iv. Snowman Logistics Limited (SLL) till September 8, 2014 and Associate Company thereafter

v. Container Gateway Limited (CGL) (Subsidiary of GRFL)

vi. Chandra CFS and Terminal Operators Private Limited (CCTPL)

vii. Gateway Distriparks (South) Private Limted (GDSPL) upto March 31,2014

Key Management Personnel:

Mr. Prem Kishan Gupta, Deputy Chairman and Managing Director

Mr. R. Kumar, Deputy Chief Executive Officer and Chief Finance Officer cum Company Secretary

Relative of Key Management Personnel:

Mr. Ishaan Gupta: Director (Son of Mr. Prem Kishan Gupta)

# As gratuity and compensated absences are computed for all employees in aggregate, the amounts relating to Key Managerial Personnel cannot be individually identified.

* Acquired from shareholders

6 Computation of Earnings Per Share (Basic and Diluted)

The number of shares used in computing both Basic and Diluted Earnings Per Share (EPS) is the weighted average number of shares outstanding during the year. The number of shares used in computing Diluted EPS in the previous year comprises of weighted average shares considered for deriving Basic EPS, and also the weighted average number of equity shares which would be issued on exercise of options under the Employees Stock Option Plan 2005.

7 Disclosure for AS 15 (Revised)

The Company has classified various benefits provided to employees as under:-

I. Defined Contribution Plans

a. Provident Fund

b. State Defined Contribution Plan

- Employers'' Contribution to Employee''s Pension Scheme 1995

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:

- Employers'' Contribution to Provident Fund * Rs. 7,453,640 (Previous year: Rs. 5,983,942) [Includes EDLI charges and Employers'' Contribution to Employee''s Pension Scheme 1995]

* Included in Contribution to Provident and Other Funds (Refer Note 22)

II. Defined Benefit Plan Gratuity

In accordance with Accounting Standard 15, actuarial valuation was done in respect of the aforesaid defined benefit plan of gratuity based on the following assumptions:-

8 Scheme of Amalgamation

a) The High Court of Judicature at Bombay vide order dated November 15, 2014 has dispensed with the filing of the petition by the Company for seeking sanction to the Scheme of Amalgamation. Pursuant to the Scheme of Amalgamation of wholly owned Subsidiary Company Gateway Distriparks (South) Private Limited ("Transferor Company") with the Company ("the Scheme" or "Amalgamation"), as sanctioned by the High Court of Judicature at Madras vide order dated January 12, 2015 and filed with the Registrar of Companies on March 5, 2015 after receipt of the same by the Company, the entire business and undertakings including all the assets and liabilities of transferor company stands transferred to and vested with the Company with effect from April 1, 2014 ("the Appointed date"). The Scheme has accordingly been given effect to in these financial statements.

b) Both Companies are in the business of operating Container Freight Station.

c) Since the transferor company is a wholly owned subsidiary, no equity shares or other shares of the Company are allotted in lieu or exchange of holding of shares in the transferor company. The share capital of the transferor company stands cancelled and extinguished.

d) The amalgamation has been accounted for under the "Pooling of Interests" method as prescribed by Accounting Standard-14, "Accounting for Amalgamations". Accordingly, entire business and undertakings including all the assets and liabilities of transferor companies as at April 1,2014 have been taken over at their book values.

e) With the Scheme coming into effect, the reserves of the Company stands as follows:

- Surplus in the Statement of Profit and Loss of transferor company as at April 1,2014 amounting to Rs. 962,793,493 has been credited to the Statement of Profit and Loss of the Company.

- The difference aggregating Rs. 124,380,767, between amount of Investment by the Company in the Transferor Company over the Share Capital of the Transferor Company has been adjusted in the General Reserve.

f) All inter company balances have been eliminated on incorporation of the accounts of the transferor company in the Company.

9 In view of the Amalgamation with appointed date of April 1,2014, previous year figures are not comparable (Refer Note 37). Further previous year''s figures have been reclassified to conform to this year''s classification.

Mar 31, 2014

GENERAL INFORMATION

Gateway Distriparks Limited (the ''Company'') is engaged in business of Container related logistics. The Company was incorporated on April 6, 1994. The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange (NSE).

The Company''s primary business is to operate Container Freight Stations ("CFS"), which are facilities set up for the purpose of in-transit container handling, examination, assessment of cargo with respect to regulatory clearances, both import and export.

The Company started operations with a CFS at the Country''s premier container port of Jawaharlal Nehru Port Trust (JNPT). Since February 1, 2007, the Company has been the Operations and Management Operator of Punjab Conware''s CFS, which is also located at JNPT, for 15 years. The 2 Container Freight Stations provide common user facilities offering services for Container Handling, Transport and Storage of import / export laden and empty containers and cargo carried under customs control.

(i) ESOP 2013 Scheme

The Shareholders at the Extra Ordinary General Meeting held on March 8, 2013, approved the new ESOP

2013 Scheme for eligible Directors and employees of the Company and its Subsidiary Companies. Under the Scheme, options for 2,000,000 shares would be available for being granted to eligible employees of the Company and options for 500,000 shares would be available for being granted to employees of the Subsidiary Companies. Each option (after it is vested) will be exercisable for one Equity share of Rs. 10. The options would be issued at an exercise price, which would be at a 20% discount to the latest available closing market price (at a stock exchange as determined by the Remuneration & ESOP Committee) on the date prior to the date on which the Remuneration & ESOP Committee finalises the specific number of options to be granted to the employees. Vesting of the options shall take place over a maximum period of 5 years with a minimum vesting period of 1 year from the date of grant.

(a) Nature of Security:

(i) Vehicle Finance Loan from HDFC Bank of Rs. 148,472,272 (Previous year: Rs. 115,013,463) are secured by way of hypothecation of the Company''s Commercial Vehicles (Trailors and Reach stackers).

(ii) Term Loan from HDFC Bank of Rs. 191,666,667 (Previous year: Rs. Nil) is secured by first and exclusive charge on all the immovable assets, book debts and movable fixed assets of the Company.

(iii) Buyers'' credit facility of Euro 646,000 (Rs. 54,173,560) [Previous year: Euro 1,606,000 (Rs. 113,769,040)] is secured by first and exclusive charge on the fixed and movable assets of the Company.

(b) Terms of Repayment:

(i) (a) Loans for 25 Trailors are repayable in 35 Equal monthly installments between January 5, 2013 to November 5, 2015 along with interest of 10.21% per annum on reducing monthly balance.

Note (a):

Based on opinions obtained from lawyer and tax consultant, the Management has taken a view that provisions of Section 80-IA(4)(i) of the Income Tax Act, 1961, of India ("the Income Tax Act") have been fulfilled and the Company was eligible for tax holiday under the Income Tax Act in respect of the Container Freight Station activities for the Financial years 2001-2002 to 2010-2011. Consequently, the income-tax liability for these years has been determined under "Minimum Alternate Taxation" ("MAT") pursuant to Section 115JB of the Income Tax Act. Considering the balance term of Section 80-IA(4)(i) of the Income Tax Act and based on the assessment of future profitability, the Company had taken MAT credit of Rs. 297,400,000 during these years, as MAT credit can be set-off against future tax liability. Of the above, the Company had utilised MAT Credit of Rs. 255,500,058 till March 31, 2013. The Company has further utilised MAT Credit of Rs. 41,899,942 during the financial year ended March 31, 2014. Accordingly, Rs. Nil is carried under "Short-term Loans and Advances" as at March 31, 2014.

1 Contingent Liabilities:

2013-2014 2012-2013 Rs. Rs.

Bank Guarantees and Continuity Bonds issued in favour of The 3,169,549,585 6,139,649,585 President of India through the Commissioners of Customs and in favour of Sales Tax Authorities.

Bank Guarantee and Continuity Bonds issued in favour of Punjab 2,160,900,000 1,857,000,000 State Container and Warehousing Corporation Limited in respect of Operations and Management Contract of their CFS at Dronagiri Node, Nhava Sheva.

Corporate guarantees issued in favour of banks, financial institutions 2,769,285,860 2,204,982,717 and State Industrial Development Corporation for loans taken by subsidiaries.

Claims made by the Party not acknowledged as debts

* Container Corporation of India Limited [Refer Note 26(a)] Not Not Ascertainable Ascertainable

* Others - 1,080,000

Disputed Income Tax Claims (including Interest and Penalty to the 1,369,402,480 1,176,450,940 extent ascertainable) not acknowledged as debts [Refer Note 26(b)]

Disputed Income Tax Deducted at Source Claims (including Interest - 4,854,380 and Penalty to the extent ascertainable) not acknowledged as debts

Total 9,469,137,925 11,384,017,622

Notes:

(a) The Company ("GDL") and its Subsidiary Company, Gateway Rail Freight Limited ("GRFL") are involved in an arbitration proceeding with Container Corporation of India Limited ("Concor") in respect of agreements entered into by the parties for operation of container trains from the Inland Container Depot and Rail Siding of the Company at Garhi Harsaru, Gurgaon. Concor has raised claims on GDL and GRFL on various issues in respect to the aforesaid agreements. Based on legal opinion, the Management has taken a view that these claims are at a preliminary stage and the question of maintainability of the alleged disputes as raised by Concor under the aforesaid agreements is yet to be determined and are not sustainable. Pending conclusion of the arbitration, the parties are maintaining "status quo" in respect of the operations at Garhi Harsaru, Gurgaon.

(b) Deputy Commissioner of Income Tax had issued orders under Section 143(3) of the Income Tax Act, 1961 of India ("the Income Tax Act"), for the Assessment Years 2008-2009, 2009-2010, 2010-2011 and 2011-2012, disallowing the claim of deduction by the Company under Section 80-IA(4)(i) of the Income Tax Act and other expenses and issued notices of demand under Section 156 of the Income Tax Act for recovery of additional income tax, dividend distribution tax and interest aggregating Rs. 923,368,106 and initiated proceedings to levy penalty. On appeal filed by the Company against the assessment orders, Commissioner of Income Tax (Appeals) had allowed the aforesaid deductions, except for claim of deduction of other expenses aggregating Rs. 30 Lacs, for the Assessment Years 2008-2009, 2009-2010 and 2010-2011. The Deputy Commissioner of Income Tax has appealed with Income Tax Appellate Tribunal against the aforesaid orders of Commissioner of Income Tax (Appeals) for the Assessment Years 2008-2009, 2009-2010 and 2010-2011. The appeal filed by the Company against the assessment order for Assessment Year 2011-2012 is pending hearing with the Commissioner of Income Tax (Appeals).

Deputy Commissioner of Income Tax had issued notices under Section 148 of the Income Tax Act, proposing to re-assess the Income for Assessment Years 2004-2005 to 2007-2008, disallowing the deduction under Section 80-IA(4)(i) of the Income Tax Act. The Company expects tax payable aggregating Rs. 446,034,374 (excluding interest) on the amount disallowed. The Company has filed a Writ petition against the notices with the Bombay High Court. The Bombay High Court has granted Ad Interim Stay against the notices.

Based on Lawyer and Tax Consultant''s opinion, the Management is of the opinion that the Company is entitled to deduction under Section 80-IA(4)(i) of the Income Tax Act for the Assessment Years 2004-2005 to 2011-2012 and hence, no provision for the aforesaid demand/ notices has been made till March 31, 2014.

2 Commitments:

a) Capital Commitment:

Estimated amount of contracts remaining to be executed on capital account and not provided for is Rs. Nil (Previous year: Rs. 9,886,291).

b) Other Commitments:

The Company has imported capital goods under the Export Promotion Capital Goods Scheme of the Government of India at concessional rates of duty under obligation to:

i) export cargo handling services of Rs. 95,533,133 (Previous year: Rs. 95,533,133) within a period of 8 years from July 26, 2010 and to maintain an average of the past three years'' export performance of Rs. 52,609,681.

ii) export cargo handling services of Rs. 96,396,678 (Previous year: Rs. 96,396,678) within a period of 8 years from June 11, 2012 and to maintain an average of the past three years'' export performance of Rs. 51,969,884.

3 Segment Reporting Primary Segment:

In accordance with Accounting Standard 17 - "Segment Reporting" notified under the Act, read with General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013, the Company has determined its business segment as "Container Freight Station". Since 100% of the Company''s business is from Container Freight Station, there are no other primary reportable segments. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year is as reflected in the Financial Statements as of and for the year April 1, 2013 to March 31, 2014.

Secondary Segment:

The Company''s operations are such that all activities are confined only to India and hence, there is no secondary reportable segment relating to the Company''s business.

4 Related Party Disclosures

Related Party Disclosures, as required by Accounting Standard 18 - "Related Party Disclosures", notified under the Act, read with General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 are given below:

Subsidiary Companies:

i. Gateway East India Private Limited (GEIPL)

ii. Gateway Distriparks (South) Private Limited (GDSPL)

iii. Gateway Rail Freight Limited (GRFL)

iv. Gateway Distriparks (Kerala) Limited (GDKL)

v. Snowman Logistics Limited (SLL)

vi. Container Gateway Limited (CGL) (Subsidiary of GRFL)

vii. Chandra CFS and Terminal Operators Private Limited (CCTPL) (Subsidiary of GDSPL)

Key Management Personnel: Mr. Prem Kishan Gupta, Deputy Chairman and Managing Director Relative: Mr. Ishaan Gupta: Manager - Corporate Planning (upto May 25, 2012) Director (w.e.f. May 26, 2012)

5 The Board of Directors of the Company had passed resolution on February 6, 2013 approving the Scheme for amalgamation ("Scheme") of wholly owned Subsidiary Company - Gateway Distriparks (South) Private Limited with the Company with the appointed date for amalgamation as April 1, 2013. The Board of Directors of the Company have amended the Scheme at their meeting held on January 31, 2014, by changing the Appointed Date to April 1, 2014. The procedures for the amalgamation are yet to be completed.

6 Previous year''s figures have been rearranged to conform with current year''s presentation, where applicable.

Mar 31, 2013

General Information

Gateway Distriparks Limited (the ''Company'') is engaged in business of Container related logistics. The Company was incorporated on April 6, 1994. The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange (NSE).

The Company''s primary business is to operate Container Freight Stations ("CFS"), which are facilities set up for the purpose of in-transit container handling, examination, assessment of cargo with respect to regulatory clearances, both import and export.

The Company started operations with a CFS at the Country''s premier container port of Jawaharlal Nehru Port Trust (JNPT). Since February 1, 2007, the Company has been the Operations and Management Operator of Punjab Conware''s CFS, which is also located atJNPT, for 15 years. The 2 Container Freight Stations provide common user facilities offering services for Container Handling, Transport and Storage of import / export laden and empty containers and cargo carried under customs control.

1. Commitments:

(a) Capital Commitment:

Estimated amount of contracts (net of advances of Rs. Nil; Previous year: Rs. 24,213,000) remaining to be executed on capital account and not provided for is Rs. 9,886,291 (Previous year: Rs. 131,819,186).

(b) Other Commitments:

The Company has imported capital goods under the Export Promotion Capital Goods Scheme of the

Government of India at concessional rates of duty under obligation to:

(i) export cargo handling services of Rs. 95,533,133 (Previous year: Rs. 95,533,133) within a period of 8 years from July 26, 2010 and to maintain an average of the past three years'' export performance of Rs. 52,609,681.

(ii) export cargo handling services of Rs. 96,396,678 (Previous year: Rs. Nil) within a period of 8 years from June 11, 2012 and to maintain an average of the past three years'' export performance of Rs. 51,969,884.

2.Segment Reporting

Primary Segment:

In accordance with Accounting Standard 17 - "Segment Reporting" notified under Section 211 (3C) of the Act, the Company has determined its business segment as"Container Freight Station". Since 100% of the Company''s business is from Container Freight Station, there are no other primary reportable segments. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year is as reflected in the Financial Statements as of and for the year April 1,2012 to March 31, 2013.

Secondary Segment:

The Company''s operations are such that all activities are confined only to India and hence, there is no secondary reportable segment relating to the Company''s business.

3. Related Party Disclosures

Related Party Disclosures, as required by Accounting Standard 18 - "Related Party Disclosures", notified under Section 211(3C) of the Act are given below:

Subsidiary Companies:

(i) Gateway East India Private Limited (GEIPL)

(ii) Gateway Distriparks (South) Private Limited (GDSPL)

(iii) Gateway Rail Freight Limited (GRFL)

(iv) Gateway Distriparks (Kerala) Limited (GDKL)

(v) Snowman Logistics Limited (SLL)

(vi) Container Gateway Limited (CGL) (Subsidiary of GRFL)

(vii) Chandra CFS and Terminal Operators Private Limited (CCTPL) (Subsidiary of GDSPL)

Key Management Personnel: Mr. Prem Kishan Gupta, Deputy Chairman and Managing Director Relative: Mr. Ishaan Gupta: Manager - Corporate Planning (upto May 25, 2012) Director (w.e.f. May 26, 2012)

4.Computation of Earnings Per Share (Basic and Diluted)

The number of shares used in computing Basic Earnings Per Share (EPS) is the weighted average number of shares outstanding during the year. The number of shares used in computing Diluted EPS comprises of weighted average shares considered for deriving Basic EPS, and also the weighted average number of equity shares which would be issued on exercise of options under the Employees Stock Option Plan 2005.

5. The Company has taken office premises under non-cancellable operating lease and lease rent of Rs. 2,973,776 (Previous year: Rs. 975,008) has been included under the head "Other Expenses - Rent" under Note 26.

6. Disclosure for AS 15 (Revised)

The Company has classified various benefits provided to employees as under:-

I. Defined Contribution Plans

(a) Provident Fund

(b) State Defined Contribution Plan

- Employers'' Contribution to Employee''s Pension Scheme 1995

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:

- Employers'' Contribution to Provident Fund * Rs. 5,528,429 (Previous year: Rs. 5,191,489) [Includes EDLI charges and Employers'' Contribution to Employee''s Pension Scheme 1995]

* Included in Contribution to Provident and Other Funds (Refer Note 23)

II. Defined Benefit Plan

Gratuity

In accordance with Accounting Standard 15, actuarial valuation was done in respect of the aforesaid defined benefit plan of gratuity based on the following assumptions:-

Other Employee Benefit Plan:

The liability for leave encashment and compensated absences as at year end is Rs. 9,198,321 (Previous year: Rs. 8,287,663).

7. The Board of Directors of the Company has passed resolution on February 6, 2013 approving the Scheme for amalgamation of wholly owned Subsidiary Company - Gateway Distriparks (South) Private Limited with the Company with the appointed date for amalgamation as April 1, 2013. The procedures for the amalgamation are yet to be completed.

8. Previous year''s figures have been rearranged to conform with current year''s presentation, where applicable.

Mar 31, 2012

General Information

Gateway Distriparks Limited (the ÃCompany') is engaged in business of Container related logistics. The Company was incorporated on April 6, 1994. The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange (NSE).

The Company's primary business is to operate Container Freight Stations ("CFS"), which are facilities set up for the purpose of in-transit container handling, examination, assessment of cargo with respect to regulatory clearances, both import and export.

The Company started operations with a CFS at the Country's premier container port of Jawaharlal Nehru Port Trust (JNPT). Since February 1, 2007, the Company has been the Operations and Management Operator of Punjab Conware's CFS, which is also located at JNPT, for 15 years. The 2 Container Freight Stations provide common user facilities offering services for Container Handling, Transport and Storage of import / export laden and empty containers and cargo carried under customs control.

a. Rights, Preferences and Restrictions attached to Shares:

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per equity share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

b. The Employee Stock Option Committee at its meeting held on April 26, 2011, granted share warrants entitling options for 363,000 equity shares of face value of Rs. 10 per equity share to the eligible employees of the Company and its Subsidiary Companies at an exercise price of Rs. 95.72 per equity share. The warrant holders shall be eligible for exercising the options to subscribe to the equity shares on graded basis after a minimum exercise period of 1 year from April 27, 2011 i.e. the date as specified in the warrant at the time of allotment.

c. Employee Stock Option Plan: Refer Notes 1(ix) and 2(D)

Pursuant to the resolution passed by the Shareholders at the Annual General Meeting held on September 14, 2005, the Company had introduced new ESOP scheme for eligible Directors and employees of the Company and its Subsidiary Companies.

1. Contingent Liabilities: Rs. Rs.

Particulars 2011-2012 2010-2011

Bank Guarantees and Continuity Bonds issued in favour of The President of India through the Commissioners of Customs and in favour of Sales Tax Authorities. 6,132,800,000 6,083,984,801

Bank Guarantee and Continuity Bonds issued in favour of Punjab State Container and Warehousing Corporation Limited in respect of Operations and Management Contract of their CFS at Dronagiri Node, Nhava Sheva. 1,852,000,000 2,170,000,000

Counter indemnity for guarantees issued by bank for loans taken by subsidiaries and for guarantees given by banks to Commissioner of Customs and to State Pollution Control Board for Subsidiaries. 924,250,000 1,141,225,586

Claims made by the Party not acknowledged as debts

- Container Corporation of India Limited [Refer Note 26(a)] Not Ascertainable Not Ascertainable

- Others 720,000 9,357,714

Disputed Service Tax Claims (including Interest and Penalty to the extent ascertainable) not acknowledged as debts 127,593,695 32,581,255

Disputed Income Tax Claims (including Interest and Penalty to the extent ascertainable) not acknowledged as debts [Refer Note 26(c)] 997,676,566 686,700,971

Disputed Income Tax Deducted at Source Claims (including Interest and Penalty to the extent ascertainable) not acknowledged as debts 4,854,380 4,854,380

Total 10,039,894,641 10,128,704,707

Notes:

(a) The Company ("GDL") and its Subsidiary Company, Gateway Rail Freight Limited ("GRFL") are involved in an arbitration proceeding with Container Corporation of India Limited ("Concor") in respect of agreements entered into by the parties for operation of container trains from the Inland Container Depot and Rail Siding of the Company at Garhi Harsaru, Gurgaon. Concor has raised claims on GDL and GRFL on various issues in respect to the aforesaid agreements. Based on legal opinion, the Management has taken a view that these claims are at a preliminary stage and the question of maintainability of the alleged disputes as raised by Concor under the aforesaid agreements is yet to be determined and are not sustainable. Pending conclusion of the arbitration, the parties are maintaining "status quo" in respect of the operations at Garhi Harsaru, Gurgaon.

(b)There was a fire at one of the warehouses of Punjab Conware Container Freight Station for which the Company is the "Operations and Management Operator" for 15 years with effect from February 1, 2007. The extent of damage/ loss to the warehouses and the cargo stored in the warehouse are being assessed by surveyors appointed by the Insurers. The Company has lodged claim for building with Insurance Company. The Company has also demolished warehouse situated at Punjab Conware's Container Freight Station and started reconstructing the warehouse. Pending confirmation of the claim amount, the warehouse reconstruction costs (net of realisation towards demolition of the warehouse), aggregating Rs. 11,637,227 have been disclosed under "Capital work-in-progress [Refer Note 13 A].

(c)Deputy Commissioner of Income Tax had issued an order under Section 143(3) of the Income Tax Act, for the Assessment Year 2008-2009 and Assessment Year 2009-2010, disallowing the claim of deduction by the Company under Section 80-IA(4)(i) of the Income Tax Act and issued notice of demand under Section 156 of the Income Tax Act for recovery of additional income tax and interest aggregating Rs. 240,666,597 and Rs. 310,975,595, respectively, and initiated proceedings to levy penalty. The Company had filed an appeal against the assessment order before Commissioner of Income Tax (Appeals). Pending conclusion of the appeal, the

Company had deposited Rs. 106,100,000 till March 31, 2012. The Commissioner of Income Tax (Appeals) has issued an order allowing the claim of deduction by the Company under Section 80-IA(4)(i) of the Income Tax Act.

Further, Deputy Commissioner of Income Tax had issued notices under Section 148 of the Income Tax Act, proposing to re-assess the Income for Assessment Years 2004-2005 to 2007-2008, disallowing the deduction under Section 80-IA(4)(i) of the Income Tax Act. The Company expects tax payable aggregating Rs. 446,034,374 (excluding interest) on the amount disallowed. The Company has filed a Writ petition against the notices with the Bombay High Court. The Bombay High Court has granted Ad Interim Stay against the notices.

Based on Lawyer / Tax Consultant's opinion and order from Commissioner of Income Tax (Appeals) for Assessment Year 2008-2009, the Management is of the opinion that the Company is entitled to deduction under Section 80-IA(4)(i) of the Income Tax Act for the Assessment Years 2004-2005 to 2009-2010 and hence, no provision for the aforesaid demand/ notices has been made till March 31, 2012.

2. Commitments:

a) Capital Commitment:

Estimated amount of contracts (net of advances of Rs. 24,213,000; Previous year: Rs. 2,557,393) remaining to be executed on capital account and not provided for is Rs. 131,819,186 (Previous year: Rs. 1,033,907).

b) Other Commitments:

I) The Company has imported capital goods under the Export Promotion Capital Goods Scheme of the Government of India at concessional rates of duty under obligation to export cargo handling services of Rs. 95,533,133 (Previous year: Rs. 95,533,133) within a period of 8 years from July 26, 2010 and to maintain an average of the past three years' export performance of Rs. 52,609,681. Of the above, the Company has handled export cargo of Rs. 1,416,429 till March 31, 2012.

3. Segment Reporting Primary Segment:

In accordance with Accounting Standard 17 Ã "Segment Reporting" notified under Section 211(3C) of the Act, the Company has determined its business segment as "Container Freight Station".Since 100% of the Company's business is from Container Freight Station, there are no other primary reportable segments. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year is as reflected in the Financial Statement as of and for the year April 1, 2011 to March 31, 2012.

Secondary Segment:

The Company's operations are such that all activities are confined only to India and hence, there is no secondary reportable segment relating to the Company's business.

4. Related Party Disclosures

Related Party Disclosures, as required by Accounting Standard 18 Ã "Related Party Disclosures", notified under Section 211(3C) of the Act are given below:

Subsidiary Companies:

i. Gateway East India Private Limited (GEIPL) ii. Gateway Distriparks (South) Private Limited (GDSPL) iii. Gateway Rail Freight Limited (GRFL) iv. Gateway Distriparks (Kerala) Limited (GDKL) v. Snowman Logistics Limited (SLL) vi. Container Gateway Limited (CGL) (Subsidiary of GRFL)

Key Management Personnel: Mr. Prem Kishan Gupta, Deputy Chairman and Managing Director

Relative: Mr. Ishaan Gupta, Manager-Corporate Planning

5. Computation of Earnings Per Share (Basic and Diluted)

The number of shares used in computing Basic Earnings Per Share (EPS) is the weighted average number of shares outstanding during the year. The number of shares used in computing Diluted EPS comprises of weighted average shares considered for deriving Basic EPS, and also the weighted average number of equity shares which would be issued on exercise of options under the Employees Stock Option Plan 2005.

6. Disclosure for AS 15 (Revised)

The Company has classified various benefits provided to employees as under:- I. Defined Contribution Plans

a. Provident Fund

b. State Defined Contribution Plan

- Employers' Contribution to Employee's Pension Scheme 1995

During the year, the Company has recognised the following amounts in the Profit and Loss Account:

- Employers' Contribution to Provident Fund * Rs. 5,191,489 (Previous year: Rs. 4,619,848) [Includes EDLI charges and Employers' Contribution to Employee's Pension Scheme 1995]

* Included in Contribution to Provident and Other Funds (Refer Note 24)

II. Defined Benefit Plan

Other Employee Benefit Plan:

The liability for leave encashment and compensated absences as at year end is Rs. 8,287,663 (Previous year: Rs. 6,684,008).

7. The Financial Statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre- revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the Financial Statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of Financial Statements.

Mar 31, 2011

1. CONTINGENT LIABILITIES

Particulars 2010-2011 2009-2010

Bank Guarantees and Continuity Bonds issued 6,083,984,801 5,322,800,000 in favour of The President of India through the Commissioners of Customs and in favour of Sales Tax Authorities.

Bank Guarantee and Continuity Bonds issued 2,170,000,000 58,000,000 in favour of Punjab State Container and Warehousing Corporation Limited with respect to Operations and Management Contract of their CFS at Dronagiri Node, Nhava Sheva.

Counter indemnity for guarantees issued by 1,141,225,586 2,734,621,437 bank for bans taken by subsidiaries and for guarantees given by banks to Commissioner of Customs and to State Pollution Control Board for Subsidiaries.

Claims made by the Party not acknowledged as debts - Container Corporation of India Limited Not Ascertainable Not Ascertainable (Refer Note "a" below)

- Others 9,357,714 9,757,714

Disputed Service Tax Claims (including Interest and Penalty to the extent ascertainable) not 32,581,255 32,581,255 acknowledged as debts

Disputed Income Tax Claims (including interest and Penalty to the extent a scerta inable) not 686,700,971 Nil acknowledged as debts

Disputed Income Tax Deducted at Source Claims (including Interest and Penalty to the extent ascertainable) not acknowledged as debts 4,854,380 Nil

Total 10, 128,704,707 8,157,760,406

Notes:

(a) The Company ("GDL") and its subsidiary company, Gateway Rail fireight Limited ("GRFL") are involved in an arbitration proceeding with Container Corporation of India Limited ("Concor") with respect to agreements entered into by the parties for operation of container trains from the Inland Container Depot and Rail Siding of the Company at Garhi Harsaru, Gurgaon. Concor has raised claims on GDL and GRFL on various issues in respect to the aforesaid agreements. Based on legal opinion, the Management has taken a view that these claims are at a preliminary stage and the question of maintainability of the alleged disputes as raised by Concor under the aforesaid agreements is yet to be determined and are not sustainable. Pending conclusion of the arbitration, the parties are maintaining "status quo" with respect to the operations at Garhi Harsaru, Gurgaon.

(b) There was a fire at one of the warehouses of Punjab Conware Container fireight Station for which the Company is the "Operations and Management Operator" for 15 years with effect from February 1, 2007. The extent of damage / loss to the warehouses and the cargo stored in the warehouse is being assessed by surveyors appointed by the Insurers. The Company is in the process of compiling the necessary information, assessing the situation and lodging insurance claims. Pending assessment of surveyor, the Company has written-off other equipments, furniture and fixtures aggregating Rs. 2,148,386 during the financial year 2009-2010. Further, loss of building and electrical installations aggregating Rs. 7,028,431 (Previous year: Rs. 7,028,431) has been disclosed as ÃClaim Recoverable' under other current assets.

2. CAPITAL COMMITMENTS:

Estimated amount of contracts (net of advances of Rs. 2,557,393; Previous year: Rs. 3,809,156) remaining to be executed on capital account and not provided for is Rs. 1,033,907 (Previous year: Rs. 83,889,241).

3. Based on opinions obtained from lawyer and tax consultant, the Management has taken a view that provisions of Section 80-IA (4) (i) of the Income Tax Act, 1961, of India ("the Income Tax Act") have been fulfilled and the Company is eligible for tax holiday under the Income Tax Act in respect of the Container fireight Station activities. Consequently, the income-tax liability for the year ended March 31, 2011 has been determined under "Minimum Alternate Taxation ("MAT")" pursuant to Section 115JB of the Income Tax Act. Considering the balance term of Section 80-IA (4) (i) of the Income Tax Act and based on the assessment of future profitability, the Company has taken MAT credit of Rs. 107,400,000 (Previous Year: Rs. 190,000,000) during the current year, as MAT credit can be set-off against future tax liability. Accordingly, Rs. 297,400,000 (Previous Year: Rs. 190,000,000) is carried as "Loans and Advances" as at March 31, 2011.

During the year, Deputy Commissioner of Income Tax has issued an order under Section 143 (3) of the Income Tax Act, for the Assessment Year 2008-2009, disallowing the claim of deduction by the Company under Section 80-IA (4) (i) of the Income Tax Act and issued notice of demand under Section 156 of the Income Tax Act for recovery of additional income tax and interest aggregating Rs. 240,666,597 and initiated proceedings to levy penalty. The Company has filed an appeal against the assessment order before Commissioner of Income Tax (Appeals). Pending conclusion of the appeal, the Company has agreed to deposit 30% of the demand before September 2011, of which Rs. 40,000,000 has been deposited till May 31, 2011.

During the year, Deputy Commissioner of Income Tax has issued notices under Section 148 of the Income Tax Act, proposing to re-assess the Income for Assessment Years 2004-2005 to 2007-2008, disallowing the deduction under Section 80IA (4) (i) of the Income Tax Act. The Company expects tax payable aggregating Rs. 446,034,374 (excluding interest) on the amount disallowed.

Based on Tax Consultant's opinion, the Management is of the opinion that the Company is entitled to deduction under Section 80-IA (4) (i) of the Income Tax Act for the Assessment Years 2004-2005 to 2008- 2009 and hence, no provision for the aforesaid demand / notices has been made for the year ended March 31, 2011.

4. certificates for tax deducted at source aggregating Rs. 8,467,633 (Previous Year: Rs. 11,135,127) are in the process of being collected from customers and banks. The Management expects to collect these certificates prior to fling of income-tax return and hence, no provision has been considered necessary by the Management.

5. SEGMENT REPORTING

Primary Segment:

In accordance with Accounting Standard 17 Ã "Segment Reporting" notified under Section 211(3C) of the Act, the Company has determined its business segment as "Container fireight Station". Since 100% of the Company's business is from Container fireight Station, there are no other primary reportable segments. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year is as reflected in the Financial Statement as of and for the year April 1, 2010 to March 31, 2011.

Secondary Segment:

The Company's operations are such that all activities are confined only to India and hence, there is no secondary reportable segment relating to the Company's business.

6. RELATED PARTY DISCLOSURES

Related Party Disclosures, as required by Accounting Standard 18 Ã "Related Party Disclosures", notified under Section 211(3C) of the Act are given below:

Subsidiary Companies:

i. Gateway East India Private Limited (GEIPL)

ii. Gateway Distriparks (South) Private Limited (GDSPL)

iii. GatewayRail fireight Limited (GRFL)

iv. Gateway Distriparks (Kerala) Limited (GDKL)

v. Snowman Logistics Limited (SLL) (Formerly known as Snowman Frozen Foods Limited)

vi. Container Gateway Limited (CGL) (Subsidiary of GRFL)

Key Management Personnel:

Mr. Prem Kishan Gupta,

Deputy Chairman and Managing Director

15. DISCLOSURE FOR AS 15 (REVISED)

The Company has classified various benefits provided to employees as under:-

I. Defined Contribution Plans

a. Provident Fund

b. State Defined Contribution Plan

- Employers' Contribution to Employee's Pension Scheme 1995

During the year, the Company has recognised the following amounts in the profit and Loss Account:

- Employers' Contribution to Provident Fund * Rs. 4,619,848 (Previous year: Rs. 3,834,186)

[Includes Employers' Contribution to Employee's Pension Scheme 1995] * Included in contribution to Provident and other Funds (Refer Schedule "N")

Other Employee benefit Plan:

The liability for leave encashment and compensated absences as at year end is Rs. 6,684,008 (Previous year: Rs. 5,195,760).

7. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date. The information regarding Micro and Small enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

8. GatewayRail fireight Limited (GRFL), subsidiary of the Company had entered into an agreement with Container Corporation of India Limited to form a Joint Venture Company (JV), to operate the Company's Inland Container Depot at Garhi Harsaru. Pending formation of the JV, the Company has transferred the operations including receivables and payables under an Operations and Management arrangement to GRFL with effect from April 1, 2007.

9. The Company has been legally advised that necessary prior approval of the Central Government of India is not necessary under Section 297 of the Act with respect to providing "Handling Income" services to private limited companies where a Director of the Company is a Director.

10. During the year, the Global Depository Receipts ("GDR") of the Company were delisted on Luxembourg Stock Exchange and de-admitted from trading on London Stock Exchange.

11. The information required on other matters pursuant to clauses 3, 4C and 4D of Part II of Schedule VI to the Act, are either nil or not applicable to the Company during the year.

12. Previous year's figures have been rearranged to conform with current year's presentation, where applicable.

Signatures to Schedules "A" to "Q" forming part of the Accounts.

Mar 31, 2010

1. Contingent Liabilities:

(Rs.) Particulars 2009-2010 2008-2009

Bank Guarantees and Continuity Bonds executed in favour 5,322,800,000 4,198,105,000 of The President of India through the Commissioners of Customs and in favour of Sales Tax Authorities.

Bank Guarantee issued by Bank in favour of Punjab State 58,000,000 57,355,575 Container and Warehousing Corporation Limited in respect of Operations and Management Contract of their CFS at Dronagiri Node, Nhava Sheva.

Counter indemnity for guarantees issued by bank for loans 2,734,621,437 2,744,638,580 taken by subsidiaries and for guarantees given by banks to Commissioner of Customs and to State Pollution Control Board for Subsidiaries.

Claims made by the Party not acknowledged as debts

- Container Corporation of India Limited Not Ascetainable Not Ascertainable (Refer Note "a" below)

- Others 9,757,714 9,246,114

Disputed Service Tax Claims (including Interest and Penalty 32,581,255 - to the extent ascertainable) not acknowledged at debts

Total 8,157,760,406 7,009,345,269

Notes:

a) The Company ("GDL") and its subsidiary company, Gateway Rail Freight Limited ("GRFL") are involved in an arbitration proceeding with Container Corporation of India Limited ("Concor") in respect of agreements entered into by the parties for operation of container trains from the Inland Container Depot and Rail siding of the Company at Garhi Harsaru, Gurgaon. Concor has raised claims on GDL and GRFL on various issues in respect to the aforesaid agreements. Based on legal opinion, the Management has taken a view that these claims are at a preliminary stage and the question of maintainability of the alleged disputes as raised by Concor under the aforesaid agreements is yet to be determined and are not sustainable. Pending conclusion of the arbitration, the parties are maintaining "status quo" in respect of the operations at Garhi Harsaru, Gurgaon.

(b) There was a fire at one of the warehouses of Punjab Conware Container Freight Station for which the Company is the "Operations and Management Operator" for 15 years with effect from February 1, 2007. The extent of damage/ loss to the warehouses and the cargo stored in the warehouse are being assessed by surveyors appointed by the Insurers. The Company is in the process of compiling the necessary information, assessing the situation and lodging insurance claims. Pending assessment of surveyor, the Company has written-off other equipments, furniture and fixtures aggregating Rs. 2,148,386. Further, loss of building and electrical installations aggregating Rs. 7,028,431 has been disclosed as ÃClaim Recoverable under other current assets.

2. Capital Commitments:

Estimated amount of contracts (net of advances of Rs. 3,809,156; Previous year: Rs. 4,958,000) remaining to be executed on capital account and not provided for is Rs. 83,889,241 (Previous year: Rs. 61,955,985).

3. Based on opinions obtained from lawyer and tax consultant, the Management has taken a view that provisions of Section 80-IA (4)(i) of the Income Tax Act, 1961, of India ("the Income Tax Act") have been fulfilled and the Company is eligible for tax holiday under the Income Tax Act in respect of the Container Freight Station activities. Consequently, the income-tax liability for the year ended March 31, 2010 has been determined under "Minimum Alternate Taxation" ("MAT") pursuant to Section 115JB of the Income Tax Act. Considering the balance term of Section 80-IA(4)(i) of the Income Tax Act and based on the assessment of future profitability, the Company has taken MAT credit of Rs. 190,000,000 during the current year, as MAT credit can be set-off against future tax liability. Accordingly, Rs. 190,000,000 is carried as "Loans and Advances" as at March 31, 2010.

4. Certificates for tax deducted at source aggregating Rs. 11,135,127 (Previous Year: Rs. 20,555,751) are in the process of being collected from customers and banks. The Management expects to collect these certificates prior to filing of income-tax return and hence, no provision has been considered necessary by the Management.

5. Segment Reporting

Primary Segment:

In accordance with Accounting Standard 17 Ã "Segment Reporting" notified under Section 211(3C) of the Act, the Company has determined its business segment as "Container Freight Station". Since 100% of the Companys business is from Container Freight Station, there are no other primary reportable segments. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year is as reflected in the Financial Statement as of and for the year April 1, 2009 to March 31, 2010.

Secondary Segment:

There is no secondary reportable segment relating to the Companys business.

6. Disclosure of Related Party transactions

Related Party Disclosures, as required by Accounting Standard 18 Ã "Related Party Disclosures", notified under Section 211(3C) of the Act are given below:

Subsidiary Companies:

i. Gateway East India Private Limited (GEIPL)

ii. Gateway Distriparks (South) Private Limited (GDSPL)

iii. Gateway Rail Freight Limited (GRFL)

iv. Gateway Distriparks (Kerala) Limited (GDKL)

v. Snowman Frozen Foods Limited (SFFL)

Key Managerial Personnel:

Mr. Prem Kishan Gupta,

Deputy Chairman and Managing Director

7. Computation of Earnings Per Share (Basic and Diluted) :

The number of shares used in computing Basic Earnings Per Share (EPS) is the weighted average number of shares outstanding during the year. The number of shares used in computing Diluted EPS comprises of weighted average shares considered for deriving Basic EPS, and also the weighted average number of equity shares which would be issued on exercise of options under the Employees Stock Option Plan 2005.

8. Disclosure for AS 15 (Revised)

The Company has classified various benefits provided to employees as under:-

I. Defined Contribution Plans

a. Provident Fund

b. State Defined Contribution Plan

- Employers Contribution to Employees Pension Scheme 1995

During the year, the Company has recognised the following amounts in the Profit and Loss Account:

- Employers Contribution to Provident Fund * Rs. 3,834,186 (Previous year: Rs. 3,710,341) [Includes EDLI charges and Employers Contribution to Employees Pension Scheme 1995]

* Included in Contribution to Provident and Other Funds (Refer Schedule "N")

9. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date. The information regarding Micro and Small enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

10. Gateway Rail Freight Limited (GRFL), subsidiary of the Company had entered into an agreement with Container Corporation of India Limited to form a Joint Venture Company (JV), to operate the Companys Inland Container Depot at Garhi Harsaru. Pending formation of the JV, the Company has transferred the operations including receivables and payables under an Operations and Management arrangement to GRFL with effect from April 1, 2007.

11. The Company has been legally advised that necessary prior approval of the Central Government of India is not necessary under Section 297 of the Act with respect to providing "Handling Income" services to private limited companies where a Director of the Company is a Director.

12. Provision for Contingencies

Rs.

Particulars Indirect Taxes Others Total (Refer note (Refer note below) below)

Opening Balance 4,778,778 33,080,760 37,859,538

Previous year (-) (16,809,197) (16,809,197)

Add: Provision Made 7,192,042 1,537,300 8,729,342

Previous year (4,778,778) (16,271,263) (21,050,041)

Less: Amounts Utilised Previous year (-) (-) (-)

Less: Provision Reversed - 33,080,760 33,080,760

Previous year (-) (-) (-)

Closing Balance 11,970,820 1,537,300 13,508,120

Previous year (4,778,778) (33,080,460)(37,859,238)

Note:

Represents estimates made for probable liabilities arising out of pending assessment proceedings w i th v a rio u s G ove r n me nt Autho r i tie s. Th e inform at i on u s u a l l y re quire d by A cc ounti n g St a n d ard 29 Ã "Provisions, Contingent Liabilities and Contingent Assets", notified under Section 211(3C) of the Act, is not disclosed on grounds that it can be expected to prejudice the interests of the Company.

The timing of the outflow with regard to the said matter depends on the exhaustion of remedies available to the Company under the law and hence, the Company is not able to reasonably ascertain the timing of the outflow.

13. Subsequent to year end, the Company has transferred freehold/ leasehold land, building, rail siding, reachstackers and forklifts at Garhi Harsuaru, Gurgaon having a book value aggregating Rs. 714,338,988 to its subsidiary Company Gateway Rail Freight Limited (GRFL). GRFL will use these assets to develop and operate a rail linked Inland Container Depot at Garhi Harsaru, Gurgaon.

14. The information required on other matters pursuant to clauses 3, 4C and 4D of Part II of Schedule VI to the Act, are either nil or not applicable to the Company during the year

15. Previous years figures have been rearranged to conform with current years presentation, where applicable

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