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Gateway Distriparks Ltd(Merged)			Industry : Miscellaneous


BSE Code:	532622	NSE Symbol:	GDL	P/E(TTM):	21.8

ISIN Demat:	INE852F01015	Div & Yield %:	1.44	EPS(TTM):	12.77

Book Value(Rs):	71.0864864	Market Cap ( Cr.):	3474.81	Face Value(Rs):	10

Change Company

Your Directors are pleased to present their report for the year ended 31st March 2021.

A. Consolidated Financial Results

Sl. No Particulars	2020-21	2019-20
1 Income from Operations and Other Income	119,068.47	130,956.43
2 Profit before Finance Cost, Depreciation and taxes	32,433.51	33,113.66
3 Finance cost	7,947.85	10,262.93
4 Depreciation & Amortisation	13,142.06	13,345.74
5 Profit before Exceptional items & taxation	11,343.60	9,504.99
6 Exceptional item	-	808.39
7 Provision for taxes	1,898.11	(627.00)
8 Profit for the year from continuing operations	9,445.49	10,940.38
9 Profit / (loss) from Discontinuing operations	-	(548.39)
10 Other Comprehensive Income	22.34	(13.72)
11 Total Comprehensive Income for the year	9,467.83	10,378.27
12 Balance of profit/loss for earlier years	80,459.95	80,969.36
Add: Profit for the year	9,433.45	10,302.61
Less: re-measurement of post-employment benefit obligation	21.95	(13.05)
Less: Dividend paid on Equity shares	(5,002.45)	(9,785.52)
Less: Dividend distribution tax	-	(1,013.45)
Balance carried forward	84,912.90	80,459.95

The Financial Statements of your Company has been prepared in accordance with the provisions of the Companies Act, 2013 and Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. No amount has been transferred to reserves during the financial year 2020-21.

B. Dividend

Your Company has declared two interim dividend totaling Rs. 4 per equity share amounting to Rs. 4,993.44 Lakhs, subject to deduction of TDS, for the financial year 2020-21. The Interim dividend pay-out is in accordance with your Company's dividend distribution policy and is paid out of free reserves available for this purpose. Your Company does not recommend Final Dividend for the financial year 2020-21.

C. Capital & Debt Structure

Share Capital

During the year, your Company had raised further capital by issue of 1,61,07,859 equity shares of face value of ^ 10 each, on rights basis, for cash at a price of ^ 72 per rights equity share (including a premium of ^ 62 per rights equity

share) for an amount aggregating up to Rs. 11,597.66 lakhs. The rights issue was offered to the existing eligible equity shareholders in the ratio of 4 rights equity shares for every 27 fully paid-up equity share held by the existing eligible equity shareholders on the record date -Friday, July 24, 2020.

Post the Rights issue, as at March 31, 2021, the Authorised Share Capital of your Company is Rs. 1250,000,000/- divided into 125,000,000 equity shares of Rs. 10/- each. The Issued and Paid up Capital of your Company is Rs, 124,83,59,080 divided into 12,48,35,908 equity shares of Rs. 10/- each.

Debentures

In March 2019, your Company had issued 13 series of Rated, Secured, Redeemable, Non-Convertible Debentures of face value Rs. 10 lakhs each aggregating to Rs. 550 crores at coupon rates of 11.25% and 11.50%. The debentures were issued on private placement basis through Electronic Book Mechanism using the BSE Bond platform. The Issue had opened & closed on: 27 Mar 2019 and the Allotment date was 28 March 2019. The debentures are listed at BSE Ltd.

Details of the non-convertible debentures issued on 28 March 2019 and outstanding as on 31 March 2021:

BSE Scrip code	ISIN	SERIES	Maturity Date	Tenor Yrs	Coupon Rate	Allotment Date	NCDs issued in March 2019		NCDs outstanding as on 31 Mar 2021
							Quantity (Nos.)	Amount (Rs. Lakhs)	Quantity (Nos.)	Amount (Rs. Lakhs)
958703	INE852F07012	A3	7-Apr-21	2	11.25%	28-Mar-19	50	500	50	500
958704	INE852F07020	B2	7-Apr-22	3	11.25%	28-Mar-19	100	1000	100	1000
958705	INE852F07038	C2	7-Apr-23	4	11.25%	28-Mar-19	100	1000	100	1000
958706	INE852F07046	D2	5-Apr-24	5	11.25%	28-Mar-19	100	1000	100	1000
958707	INE852F07053	E2	7-Apr-25	6	11.25%	28-Mar-19	100	1000	100	1000
958708	INE852F07061	F2	7-Apr-26	7	11.25%	28-Mar-19	100	1000	100	1000
958709	INE852F07079**	A1	7-Apr-21	2	11.50%	28-Mar-19	2500	25000	0	0
958710	INE852F07087	A2	7-Apr-21	2	11.50%	28-Mar-19	150	1500	150	1500
958711	INE852F07095	B1	7-Apr-22	3	11.50%	28-Mar-19	400	4000	400	4000
958712	INE852F07103	C1	7-Apr-23	4	11.50%	28-Mar-19	450	4500	450	4500
958713	INE852F07111	D1	5-Apr-24	5	11.50%	28-Mar-19	450	4500	450	4500
958714	INE852F07129	E1	7-Apr-25	6	11.50%	28-Mar-19	450	4500	450	4500
958715	INE852F07137	F1	7-Apr-26	7	11.50%	28-Mar-19	550	5500	550	5500
							5500	55000	3000	30000

During the year, your Company completed the redemption of Series A1- ISIN - INE852F07079, much ahead of its scheduled redemption on 7 April 2021. The redemption of Series A1 debentures were done in tranches, by redeeming: - 500 debentures for Rs. 5,000 lakhs in January 2020, 600 debentures for Rs. 6,000 lakhs in May 2020, 250 debentures for Rs.2,500 lakhs in June 2020 and balance 1,150 debentures for Rs. 11,500 lakhs in August 2020. As on 31 March 2021, the company had an outstanding debentures of Rs. 30,000 lakhs.

Your company has also completed the redemption of Series A2 and A3 debentures, aggregating to Rs. 2,000 lakhs on the scheduled date - 7 April 2021. Post this redemption, debentures aggregating to Rs. 28,000 lakhs would remain outstanding.

India Ratings and Research Private Limited have placed your Company's Long-Term Issuer Rating of 'IND AA-' with positive outlook.

Beacon Trusteeship Ltd. is the Trustee for the Debenture issue. Their contact details are:

Beacon Trusteeship Ltd.

CIN:U74999MH2015PLC271288 4C, Siddhivinayak Chambers,

Gandhi Nagar, Opp MIG Cricket Club,

Bandra (East), Mumbai 400 051 Ph: 022-26558759 Email: contact@beacontrustee.co.in Website: www.beacontrustee.co.in

D. Credit Rating

India Ratings and Research Private Limited have placed your Company's Long-Term Issuer Rating of 'IND AA-' with a positive outlook. The Outlook was Stable.

Instrument type	Issue size (million)	Rating /outlook
Term loans	INR 441	IND AA-/ Positive
Fund based limits	INR 150	IND AA-/Positive/IND A1+
Non fund based limits	INR 500	IND AA-/Positive/IND A1+
NCDs	INR 3,000	IND AA-/Positive

E. Scheme of Amlgamation

The Board of Directors at their meeting held on 28 September 2020 had approved a composite scheme of amalgamation under Sections 230 to 232 read with other applicable provisions of the Companies Act 2013, involving amalgamation of subsidiary company -Gateway East India Private Limited with Gateway Distriparks Limited and post the aforesaid amalgamation, Gateway Distriparks Limited would amalgamate into Gateway Rail Freight Limited, another subsidiary company. The Company has filed the requisite documents with NCLT, Mumbai after taking necessary approval from BSE / NSE. The matter is pending for hearing before NCLT, Mumbai.

F. Management Discussion & Analysis:

I. Industry structure and developments

The logistics industry was considered as an essential service all throughout the COVID-19 pandemic as the transportation and warehousing of goods was crucial for catering to the needs of consumers across all sectors. Container Freight Stations and Inland Container Depots played a very important role to help with the flow of goods as the ports were getting congested. After the initial period of lockdown the volumes have picked up due to an increase in manufacturing as well as consumption and now are at pre-COVID levels.

A major development that has taken place is the inauguration of the first section of the Western Dedicated Freight Corridor which will bring in much needed capacity for freight movements on rail and will prove to be an impetus to growth for the manufacturing sector in India. It will also help in reducing the congestion on road and shifting movement of cargo from road to rail as the DFC will have the ability to run faster, longer and heavier trains.

II. Opportunities and threats

Your Company and its subsidiaries, was operational 24/7 without any disruption since the beginning of the lockdown. The Group had implemented several measures to secure the continuation of operations while caring for the health and well-being of its employees.

Port and related activities being one of the essential services, your Company foresees opportunities for expansion and

increase in profitability in the growing containerisation in Export-Import trade and rail movement, increase in private sector participation in ports and movement of containers by rail, liberalization of Government policies and increase in the country's foreign trade. Your Company operates Container Freight Stations at JNPT-Navi Mumbai, Chennai, Krishnapatnam, Visakhapatnam and Cochin. Your Company continues to prune costs through various measures and also augment its equipment for handling and transporting containers. There has been no change in the nature of business of your Company during the year.

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

III. Segment-wise / Product-wise performance

Your Company's entire business is from inter-modal logistics. There are no other primary / secondary segments in your Company's business.

IV. Outlook

Though the pandemic situation is continuing, economies are now opening up with lesser restrictions. Increase in the Export - Import trade would boost the economy and with growth in port volumes, result in increased throughput at our CFSs and ICDs. The growth in demand for the cold chain logistics business, especially in the area of pharma and food, are expected to have a positive impact on your Company's long term business and profitability.

V. Risks and concerns

While your Company is taking a precautionary approach to safeguard the health and safety of employees, business partners and members of the public, the Covid-19 pandemic is a cause of concern and your Company is keeping a close watch on the Government directives. To mitigate the risk of congestion of containers at your Company's facilities, adequate warehousing services will be provided.

VI. Internal Control systems and adequacy

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

VII. Financial / Operational Performance Operations:

Total income of your Company stand-alone from operations & other income during 2020-21 was Rs. 45,285.74 Lakhs (2019-20: Rs. 42,635.96 Lakhs). The Profit before tax and exceptional income for 2020-21 was Rs.12,417.70 Lakhs (2019-20: Rs. 6,018.59 Lakhs). The Total comprehensive income for 2020-21 was Rs.10,614.02 Lakhs (2019-20: Rs. 6,085.25 Lakhs). The retained earnings as on 31 March 2021, was Rs. 26,317.57 Lakhs (2019-20: Rs. 20,696.99 Lakhs).

Finance:

Your Company has outstanding Term loans of Rs. 4,724.71 Lakhs, loans for transport / handling equipment Rs. 1,273.11 Lakhs, cash credit outstanding Rs.665.14 Lakhs with HDFC Bank Limited and an unsecured loan of Rs. 2,500 lakhs from a subsidiary, as on March 31, 2021. Your Company has been sanctioned cash credit / overdraft facilities / Buyers credit / Bank Guarantee of Rs. 6,500 Lakhs by HDFC Bank Limited. Your Company had raised Rs. 55,000 lakhs during March

2019 by issue of non-convertible debentures. During the FY 2020-21, your Company has redeemed Series A1 debentures aggregating to Rs. 25,000 lakhs and as on 31 March 2021, the outstanding debentures was Rs.30,000 lakhs.

VIII. Human Resources

Human relations policies were reviewed and upgraded in line with your Company's plans for geographical expansion. Initiatives on training and development of human resources were undertaken. Your Company's staff strength on March 31, 2021 was 247 employees (March 31, 2020: 247 employees)

IX. Key Financial ratios

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, is given below:

Particulars	Standalone			Consolidated
	FY2020-21	FY2019-20	Variation	FY2020-21	FY2019-20	Variation
Debtors turn over ratio (days)	30	30	0.0%	40	38	4.5%
Interest coverage ratio	4.00	2.27	76.2%	4.59	3.28	39.9%
Current ratio	0.39	0.36	8.6%	0.81	0.75	8.7%
Debt equity ratio	0.44	0.79	-44.7%	0.38	0.58	-34.5%
Operating margin	0.26	0.33	-20.1%	0.27	0.24	11.3%
Net profit margin	0.39	0.16	139.6%	0.10	0.07	35.9%
Return on net worth	0.12	0.09	41.1%	0.06	0.08	-23.3%

Reason for variation (>25%):-

Standalone

• Interest coverage ratio has increased due to repayment of Non-convertible Debentures of Rs. 200 Cr. in FY 2020-21 resulting in lower interest cost in current year.

• Debt equity ratio has decreased as Debentures of Rs. 200 Cr has been repaid in current year and Shareholders funds have increased due to Rights issue of Rs. 113.28 Cr. (net) in FY 2020-21.

• Net profit margin and Return on net worth have increased due to Increase in dividend income from subsidiaries Rs. 79.69 cr. in current year.

Consolidated

• Interest coverage ratio has increased due to repayment of Non-convertible Debentures of Rs. 200 Cr. in FY 2020-21 resulting in lower interest cost in current year.

• Debt equity ratio has decreased as Debentures of Rs. 200 Cr has been repaid in current year and Shareholders funds have increased due to Rights issue of Rs. 113.28 Cr. (net) in FY 2020-21.

• Net profit margin has increased due to Increase in profitability of Rail business.

X. Cautionary statement

Statements made in this report, particularly those which relate to Management Discussion and Analysis, describing your

Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the

meaning of applicable laws and regulations. Actual results might vary materially from those either expressed or implied.

G. Management

Directors

1. Appointment /Re-appointment

1. Based on the recommendation of the Nomination, Remuneration and ESOP Committee, the Board of Directors had appointed Mr. Anil Aggarwal as Additional Director, who shall hold office till the Annual General Meeting. It is proposed to appoint him at the ensuing Annual General Meeting of your Company.

Mr. Anil Aggarwal (DIN: 01385684) has been appointed as Additional and Independent Director of your Company for a period of 5 years effective from 27 April 2021. He has been appointed as a member of the Audit Committee and Nomination, Remuneration and ESOP Committee.

Mr. Aggarwal is a freelance Financial & Management Advisor and Independent Director in other Companies, since 2013. His expertise ranges from Accounting, Corporate Laws, Direct and Indirect Taxes, Regulatory framework, Internal Control, Implementation of accounting software. He continues to be a part of several management and transaction advisory assignments. He had held employments with various corporates including Ireo Pvt. Ltd., Punj Lloyd Ltd., Bunge Agribusiness India Pvt. Ltd, and RPG Enterprises Ltd. His experience spans over many sectors including structuring and offshore raising of funds, implementation and integration of accounting software for controlling and accounting for the project work, acquisition and financing, FCCB fund raising.

ii. Based on the recommendation of the Nomination, Remuneration and ESOP Committee, the Board of Directors had re-appointed Mr. Arun Kumar Gupta (DIN 06571270) as Independent Director for a period of 5 years, w.e.f. 27 April 2021. Mr. Arun Kumar Gupta has over 35 years work experience, and has performed management roles at renowned organizations such as Saxo Bank, CSC, Syntel, Sapient, NIIT, and TCS. He graduated in Mechanical Engineering from Delhi College of Engineering, did his MBA from Faculty of Management Studies (FMS), Delhi, and completed an executive leadership development program from Cornell University, USA. Mr. Arun Kumar Gupta joined the Board in April 2016. He is a member of the Audit Committee, Stakeholders Relationship Committee, Nomination, Remuneration and ESOP Committee, Allotment Committee, Fund Raising Committee and Restructuring Committee.

iii. In compliance with Section 152 of the Companies Act, 2013, Mr. Samvid Gupta (DIN: 5320765) retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks re-appointment as Director. Mr. Samvid Gupta has a degree in Bachelor of Science in Business Administration (BSBA) from the Boston University Questrom School of Business. He is also Joint Managing Director in Gateway Rail Freight Limited. His experience ranges from M&A, corporate strategy, business development and financial analysis.

Mr. Samvid Gupta is related to the Promoter / Promoter Group and Promoter Directors.

2. Cessation

Mr. Bhaskar Avula Reddy (DIN: 06554896), Non-Executive Independent Director of the Company would be completing his second term as an Independent Director of the company on 30 April 2021 and cease as a Director on Board of the Company. He would also cease to be Member of the Audit Committee, Nomination, Remuneration and ESOP Committee, Corporate Social Responsibility Committee and Stakeholders' Relationship Committee of the Board effective 30 April 2021. The Board places on record its sincere gratitude and deep appreciation for the valuable contributions made by Mr. Bhaskar Avula Reddy as Board Member during his association with the Company.

3. Declaration by Independent Directors

The independent directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) and (7) of the Act along with Rules framed thereunder and Regulation 16 and 25 of the SEBI (LODR) Regulations. There has been no change in the circumstances affecting their status as independent directors of your Company.

Key Managerial Personnel

During the year, the following changes have taken place in the Key Managerial Personnel ("KMP") of your Company:

Mr. Sachin Surendra Bhanushali, CEO & Whole Time Director of Gateway Rail Freight Ltd (subsidiary of Gateway Distriparks Ltd.) resigned from the position of CEO of your Company with effect from 28 September 2020.

Number of meetings of the Board of Directors

During FY 2020-2021, 11 meetings of the Board of Directors were held on 18-Apr-20, 05-Jun-20, 10-Jun-20, 20-Jul-20, 30-Jul-20, 02-Sep-20, 08-Sep-20, 28-Sep-20, 29-Oct-20, 29-Dec-20 and 19-Jan-21.

Committees

The details of the composition of the Committees, meetings held, attendance of Committee Members at such meetings and other relevant details are provided in "Annexure A -Corporate Governance Report".

Policy on Directors' Appointment & Remuneration

Your Company has an equal mix of Promoter Directors and Independent Directors on its Board. As at the year end, the Board has eight members consisting of two Executive Directors, one woman Director (Non-Independent) and four independent Directors (including a woman Independent Director).

The details of Nomination and Remuneration Policy, pursuant to Section 178 of the Companies Act, 2013 and applicable regulations of SEBI (LODR) Regulations, 2015 are available on your Company's website and can be accessed by clicking on the web link: http://www.gateway-distriparks.com. No changes have been made in the policy during the year and the remuneration paid to the Directors are as per the terms laid out in the Nomination & Remuneration policy of your Company.

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

Annual Evaluation of Board performance

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out its own performance evaluation. The Nomination and Remuneration Committee assessed and discussed the performance of the Board.

The Independent Directors of your Company at their meeting held on January 19, 2021 (without the presence of NonIndependent Directors and members of Management), reviewed the performance of the Board as a whole and the Board Committees. They have also evaluated the performance of Non Independent Directors and the Chairman of your Company taking into account the views of Executive Directors and Non-Executive Directors, attendance records, intensity of participation at meetings, Quality of interventions, Special contributions and Inter-personal relationships with other Directors and management.

The Nomination and Remuneration Committee evaluated the performance of the independent directors based on attendance record, intensity of participation at meetings, quality of interventions, special contributions and interpersonal relationships with other Directors and management.

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

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

Remuneration from Subsidiary company

During the year, Mr. Prem Kishan Dass Gupta, Chairman and Managing Director received sitting fees from subsidiary company: Gateway East India Private Limited Rs. 7 Lakhs (FY 2019-20 Rs. 5 Lakhs). Mr. Ishaan Gupta, Joint Managing Director received sitting fees from subsidiary company: Gateway East India Private Limited Rs. 7 Lakhs (FY 2019-20 Rs. 5 Lakhs).

During the year, Gateway Rail Freight Limited paid Commission / sitting fees to Mr. Prem Kishan Dass Gupta, Chairman and Managing Director Rs. 508 Lakhs (FY 2019-20 Rs. 231 Lakhs) and to Mr. Ishaan Gupta, Joint Managing Director Rs. 38 Lakhs (FY 2019-20 Rs. 21 Lakhs).

During the year, Gateway Distriparks (Kerala) Limited paid sitting fees to Mr. Prem Kishan Dass Gupta, Chairman and Managing Director Rs. 5 Lakhs (FY 2019-20 Rs. 4 lakhs)

Directors Responsibility Statement

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

i. in the preparation of the annual accounts for the year ended 31st March, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. such accounting policies as mentioned in Note 1 of the Annual Accounts have been applied consistently and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of your Company for the financial year ended 31st March 2021 and of the profit of your Company for that period.

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

iv. the annual accounts for the year ended 31st March 2021 have been prepared on a going concern basis.

v. your Company has laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively.

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

H. Corporate Governance

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

I. Business Responsibility Report

Business Responsibility report for the FY 2020-21 is attached as Annexure H

J. Listing of Equity Shares

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

K. Auditors

At the 23rd AGM held on 2 August 2017 the Members approved appointment of S. R. Batliboi & Co. LLP, Firm Registration No.301003E / E300005, Chartered Accountants as Statutory Auditors of your Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 28th AGM in calendar year 2022, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

L. Statutory Information

Extracts of Annual Return under Section 92(3)

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

Audit Reports

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

Public Deposits

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

Particulars of loans, guarantees or investments

Particulars of loans, guarantees and investments under section 186 of Companies Act, 2013	Rs. Lakhs As at 31 March 2021
Investments
80,00,000 Equity Shares of Rs. 10 each in Gateway East India Private Limited (100% Subsidiary)	1,484.00
1,38,30,000 Equity Shares of Rs. 10 each in Gateway Distriparks (Kerala) Limited (Subsidiary) including equity component of Zero Coupon Redeemable Preference Shares	1,460.57
1,66,72,199 Zero Coupon Redeemable Preference Shares of Rs. 10 each in Gateway Distriparks (Kerala) Limited (Subsidiary)	2,435.71
20,11,99,798 Equity Shares of Rs. 10 each in Gateway Rail Freight Limited (Subsidiary)	20,511.32
12,00,00,000 Compulsory Convertible Preference Shares of face value Rs. 24.65 each of Gateway Rail Freight Limited (Subsidiary)	70,565.69
100 Equity Shares of Rs. 25 each in Gateway Rail Freight Limited (Subsidiary)	0.03
6,72,54,119 Equity Shares of Rs. 10 each in Snowman Logistics Limited (Associate)	10,416.99
Guarantees for loans
Guarantee given for Credit facility from HDFC Bank to Gateway East India Private Limited (Subsidiary)	1,100.00
Guarantee given for loan from HDFC Bank Limited to Gateway Rail Freight Limited (Subsidiary)	11,703.08

Particulars of contracts or arrangements with related parties

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

Corporate Social Responsibility (CSR)

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

Disclosure requirements

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. There have been no material changes and commitments which affected the financial position of your Company which have occurred between the end of the financial year and the date of this report. During the year under review, no significant and material orders have been passed by any Regulator or Court or Tribunal which would impact going concern status of your Company and its future operations.

Risk Management Policy

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

Vigil Mechanism

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

Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

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

Subsidiaries / Associates

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

Demat Suspense Account

	No. of shareholders	No. of Shares
No. in Suspense Account at beginning of the year	1	112
No. of shares transferred from Suspense Account during the year to IEPF	-	-
No. in Suspense Account at end of the year**	1	112
Voting rights on above shares are frozen till claimed by rightful owner

** Documents awaited from the shareholders

Disclosure under Section 134 (3) (m)

Foreign Exchange Earnings and Outgo

i) Expenditure in foreign currency: Rs. 1,801.73 Lakhs (2019-20: Rs. 39.26 Lakhs) (including Capital items)

ii) Earnings in foreign currency : Nil

Conservation of Energy

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

Technology Absorption

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

Pursuant to Section 129 of the Companies Act, 2013, the attached Consolidated Financial Statements of your Company and all its Subsidiaries and Associate Company have been prepared in accordance with the applicable Ind AS provisions. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies are kept for inspection by any shareholders in the registered offices of your Company and its subsidiary companies. A copy of the accounts of subsidiaries shall be made available to shareholders on request.

Acknowledgements

The Board of Directors thanks all the stakeholders of your Company including its customers, shareholders, bankers, vendors for their continued support and assistance and look forward to having the same support in future endeavors. The Directors also place on record, their sincere appreciation for significant contributions made by the employees towards the success and growth of your Company.

	For and on behalf of the Board of Directors
Place: New Delhi	Prem Kishan Dass Gupta
Date: 27 April 2021	Chairman & Managing Director
	DIN: 00011670