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Notes to Accounts of Gateway Distriparks Ltd.

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 ‘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.

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 – "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 – "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 ‘Claim 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 – "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 – "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 ‘Claim 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 – "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 – "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 – "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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