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Gateway Distriparks Ltd.

BSE: 532622 Sector: Others
NSE: GDL ISIN Code: INE852F01015
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OPEN 245.10
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VOLUME 52647
52-Week high 325.20
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P/E 33.47
Mkt Cap.(Rs cr) 3,038
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OPEN 245.10
CLOSE 250.50
VOLUME 52647
52-Week high 325.20
52-Week low 84.15
P/E 33.47
Mkt Cap.(Rs cr) 3,038
Buy Price 0.00
Buy Qty 0.00
Sell Price 969.40
Sell Qty 396.00

Gateway Distriparks Ltd. (GDL) - Director Report

Company director report

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

119068.47

130956.43

2 Profit before Finance Cost Depreciation and taxes

32433.51

33113.66

3 Finance cost

7947.85

10262.93

4 Depreciation & Amortisation

13142.06

13345.74

5 Profit before Exceptional items & taxation

11343.60

9504.99

6 Exceptional item

-

808.39

7 Provision for taxes

1898.11

(627.00)

8 Profit for the year from continuing operations

9445.49

10940.38

9 Profit / (loss) from Discontinuing operations

-

(548.39)

10 Other Comprehensive Income

22.34

(13.72)

11 Total Comprehensive Income for the year

9467.83

10378.27

12 Balance of profit/loss for earlier years

80459.95

80969.36

Add: Profit for the year

9433.45

10302.61

Less: re-measurement of post-employment benefit obligation

21.95

(13.05)

Less: Dividend paid on Equity shares

(5002.45)

(9785.52)

Less: Dividend distribution tax

-

(1013.45)

Balance carried forward

84912.90

80459.95

 

The Financial Statements of your Company has been prepared in accordance with theprovisions of the Companies Act 2013 and Indian Accounting Standards ("Ind AS")notified under the Companies (Indian Accounting Standards) Rules 2015 as amended fromtime to time. No amount has been transferred to reserves during the financial year2020-21.

B. Dividend

Your Company has declared two interim dividend totaling Rs. 4 per equity shareamounting to Rs. 4993.44 Lakhs subject to deduction of TDS for the financial year2020-21. The Interim dividend pay-out is in accordance with your Company's dividenddistribution policy and is paid out of free reserves available for this purpose. YourCompany 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 16107859 equityshares of face value of ^ 10 each on rights basis for cash at a price of ^ 72 per rightsequity share (including a premium of ^ 62 per rights equity

share) for an amount aggregating up to Rs. 11597.66 lakhs. The rights issue wasoffered to the existing eligible equity shareholders in the ratio of 4 rights equityshares for every 27 fully paid-up equity share held by the existing eligible equityshareholders on the record date -Friday July 24 2020.

Post the Rights issue as at March 31 2021 the Authorised Share Capital of yourCompany is Rs. 1250000000/- divided into 125000000 equity shares of Rs. 10/- each. TheIssued and Paid up Capital of your Company is Rs 1248359080 divided into 124835908equity shares of Rs. 10/- each.

Debentures

In March 2019 your Company had issued 13 series of Rated Secured RedeemableNon-Convertible Debentures of face value Rs. 10 lakhs each aggregating to Rs. 550 croresat coupon rates of 11.25% and 11.50%. The debentures were issued on private placementbasis 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 arelisted at BSE Ltd.

Details of the non-convertible debentures issued on 28 March 2019 and outstanding as on31 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 ofSeries A1 debentures were done in tranches by redeeming: - 500 debentures for Rs. 5000lakhs in January 2020 600 debentures for Rs. 6000 lakhs in May 2020 250 debentures forRs.2500 lakhs in June 2020 and balance 1150 debentures for Rs. 11500 lakhs in August2020. As on 31 March 2021 the company had an outstanding debentures of Rs. 30000 lakhs.

Your company has also completed the redemption of Series A2 and A3 debenturesaggregating to Rs. 2000 lakhs on the scheduled date - 7 April 2021. Post this redemptiondebentures aggregating to Rs. 28000 lakhs would remain outstanding.

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

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

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.inWebsite: www.beacontrustee.co.in

D. Credit Rating

India Ratings and Research Private Limited have placed your Company's Long-Term IssuerRating 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 3000

IND AA-/Positive

 

E. Scheme of Amlgamation

The Board of Directors at their meeting held on 28 September 2020 had approved acomposite scheme of amalgamation under Sections 230 to 232 read with other applicableprovisions of the Companies Act 2013 involving amalgamation of subsidiary company-Gateway East India Private Limited with Gateway Distriparks Limited and post theaforesaid amalgamation Gateway Distriparks Limited would amalgamate into Gateway RailFreight Limited another subsidiary company. The Company has filed the requisite documentswith NCLT Mumbai after taking necessary approval from BSE / NSE. The matter is pendingfor hearing before NCLT Mumbai.

F. Management Discussion & Analysis:

I. Industry structure and developments

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

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

II. Opportunities and threats

Your Company and its subsidiaries was operational 24/7 without any disruption sincethe beginning of the lockdown. The Group had implemented several measures to secure thecontinuation 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 foreseesopportunities for expansion and

increase in profitability in the growing containerisation in Export-Import trade andrail movement increase in private sector participation in ports and movement ofcontainers by rail liberalization of Government policies and increase in the country'sforeign trade. Your Company operates Container Freight Stations at JNPT-Navi MumbaiChennai Krishnapatnam Visakhapatnam and Cochin. Your Company continues to prune coststhrough various measures and also augment its equipment for handling and transportingcontainers. There has been no change in the nature of business of your Company during theyear.

The subsidiary company Gateway Rail Freight Limited (GRFL) has expanded its businessrelating to operating container trains on the Indian railways network. GRFL has put inplace a fleet of railway rakes / trailers and ICDs to provide end- to-end solution tocustomers across the country. GRFL continues to be the leader in Private Container TrainOperators. Your Company's cold chain logistics arm Snowman Logistics Ltd. is a listedcompany since FY 2014-15. Snowman has expanded its capacity to become a premier player inthis emerging business. Competition from existing and new entrants and managing thegeographical / 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 otherprimary / secondary segments in your Company's business.

IV. Outlook

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

V. Risks and concerns

While your Company is taking a precautionary approach to safeguard the health andsafety of employees business partners and members of the public the Covid-19 pandemic isa 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 adequatewarehousing services will be provided.

VI. Internal Control systems and adequacy

Your Company makes use of IT enabled solutions in its operations accounting and forcommunication 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 hadintegrated components including control environment risk assessment control activityinformation and communication and monitoring. The controls were documented assessedtested and found satisfactory. The evaluation was carried out under guidance of ChiefFinancial Officer. Your Company's accounts and operations are subject to internal auditand 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 during2020-21 was Rs. 45285.74 Lakhs (2019-20: Rs. 42635.96 Lakhs). The Profit before tax andexceptional income for 2020-21 was Rs.12417.70 Lakhs (2019-20: Rs. 6018.59 Lakhs). TheTotal comprehensive income for 2020-21 was Rs.10614.02 Lakhs (2019-20: Rs. 6085.25Lakhs). The retained earnings as on 31 March 2021 was Rs. 26317.57 Lakhs (2019-20: Rs.20696.99 Lakhs).

Finance:

Your Company has outstanding Term loans of Rs. 4724.71 Lakhs loans for transport /handling equipment Rs. 1273.11 Lakhs cash credit outstanding Rs.665.14 Lakhs with HDFCBank Limited and an unsecured loan of Rs. 2500 lakhs from a subsidiary as on March 312021. Your Company has been sanctioned cash credit / overdraft facilities / Buyers credit/ Bank Guarantee of Rs. 6500 Lakhs by HDFC Bank Limited. Your Company had raised Rs.55000 lakhs during March

2019 by issue of non-convertible debentures. During the FY 2020-21 your Company hasredeemed Series A1 debentures aggregating to Rs. 25000 lakhs and as on 31 March 2021 theoutstanding debentures was Rs.30000 lakhs.

VIII. Human Resources

Human relations policies were reviewed and upgraded in line with your Company's plansfor geographical expansion. Initiatives on training and development of human resourceswere undertaken. Your Company's staff strength on March 31 2021 was 247 employees (March31 2020: 247 employees)

IX. Key Financial ratios

Details of significant changes (i.e. change of 25% or more as compared to theimmediately 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-convertibleDebentures 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 incurrent 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 individend income from subsidiaries Rs. 79.69 cr. in current year.

Consolidated

• Interest coverage ratio has increased due to repayment of Non-convertibleDebentures 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 incurrent 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 Railbusiness.

X. Cautionary statement

Statements made in this report particularly those which relate to ManagementDiscussion 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 fromthose either expressed or implied.

G. Management

Directors

1. Appointment /Re-appointment

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

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

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

ii. Based on the recommendation of the Nomination Remuneration and ESOP Committee theBoard of Directors had re-appointed Mr. Arun Kumar Gupta (DIN 06571270) as IndependentDirector for a period of 5 years w.e.f. 27 April 2021. Mr. Arun Kumar Gupta has over 35years work experience and has performed management roles at renowned organizations suchas Saxo Bank CSC Syntel Sapient NIIT and TCS. He graduated in Mechanical Engineeringfrom Delhi College of Engineering did his MBA from Faculty of Management Studies (FMS)Delhi and completed an executive leadership development program from Cornell UniversityUSA. Mr. Arun Kumar Gupta joined the Board in April 2016. He is a member of the AuditCommittee Stakeholders Relationship Committee Nomination Remuneration and ESOPCommittee 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 eligibleseeks re-appointment as Director. Mr. Samvid Gupta has a degree in Bachelor of Science inBusiness Administration (BSBA) from the Boston University Questrom School of Business. Heis also Joint Managing Director in Gateway Rail Freight Limited. His experience rangesfrom 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 theCompany would be completing his second term as an Independent Director of the company on30 April 2021 and cease as a Director on Board of the Company. He would also cease to beMember of the Audit Committee Nomination Remuneration and ESOP Committee CorporateSocial Responsibility Committee and Stakeholders' Relationship Committee of the Boardeffective 30 April 2021. The Board places on record its sincere gratitude and deepappreciation for the valuable contributions made by Mr. Bhaskar Avula Reddy as BoardMember during his association with the Company.

3. Declaration by Independent Directors

The independent directors have complied with the Code for Independent Directorsprescribed in Schedule IV of the Companies Act 2013 and have submitted declarations thateach of them meet the criteria of independence as provided in Section 149(6) and (7) ofthe 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 asindependent 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 FreightLtd (subsidiary of Gateway Distriparks Ltd.) resigned from the position of CEO of yourCompany 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-2005-Jun-20 10-Jun-20 20-Jul-20 30-Jul-20 02-Sep-20 08-Sep-20 28-Sep-20 29-Oct-2029-Dec-20 and 19-Jan-21.

Committees

The details of the composition of the Committees meetings held attendance ofCommittee 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 itsBoard. As at the year end the Board has eight members consisting of two ExecutiveDirectors one woman Director (Non-Independent) and four independent Directors (includinga woman Independent Director).

The details of Nomination and Remuneration Policy pursuant to Section 178 of theCompanies Act 2013 and applicable regulations of SEBI (LODR) Regulations 2015 areavailable 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 theyear and the remuneration paid to the Directors are as per the terms laid out in theNomination & Remuneration policy of your Company.

Details of Familiarization Program for Independent Directors criteria for makingpayments to Non-Executive Directors and Board Diversity Policy can be accessed by clickingon 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 andDisclosure Requirements) Regulations 2015 the Board has carried out its own performanceevaluation. The Nomination and Remuneration Committee assessed and discussed theperformance 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 theperformance of the Board as a whole and the Board Committees. They have also evaluated theperformance of Non Independent Directors and the Chairman of your Company taking intoaccount the views of Executive Directors and Non-Executive Directors attendance recordsintensity of participation at meetings Quality of interventions Special contributionsand Inter-personal relationships with other Directors and management.

The Nomination and Remuneration Committee evaluated the performance of the independentdirectors based on attendance record intensity of participation at meetings quality ofinterventions special contributions and interpersonal relationships with other Directorsand 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 receivedsitting fees from subsidiary company: Gateway East India Private Limited Rs. 7 Lakhs (FY2019-20 Rs. 5 Lakhs). Mr. Ishaan Gupta Joint Managing Director received sitting fees fromsubsidiary company: Gateway East India Private Limited Rs. 7 Lakhs (FY 2019-20 Rs. 5Lakhs).

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. 231Lakhs) and to Mr. Ishaan Gupta Joint Managing Director Rs. 38 Lakhs (FY 2019-20 Rs. 21Lakhs).

During the year Gateway Distriparks (Kerala) Limited paid sitting fees to Mr. PremKishan 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 respectto Directors' Responsibility Statement it is hereby confirmed that:-

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

ii. such accounting policies as mentioned in Note 1 of the Annual Accounts have beenapplied consistently and judgments and estimates that are reasonable and prudent made soas to give a true and fair view of the state of affairs of your Company for the financialyear 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 adequateaccounting records in accordance with the provisions of this act for safeguarding theassets 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 agoing concern basis.

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

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

H. Corporate Governance

As a listed Company necessary measures are taken to comply with the listing agreementswith the Stock Exchanges. The various policies related to Prevention of insider tradingCode of Conduct Determining material events for disclosure Document preservation &archival of documents and other Corporate policies can be accessed by clicking on the weblink: http://www.gateway-distriparks.com. A report on corporate governance and certificateof 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 Mumbaisituated at Phiroze Jeejeebhoy Tower Dalal Street Mumbai - 400 001 and the NationalStock 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 asStatutory Auditors of your Company to hold office for a period of five years from theconclusion of that AGM till the conclusion of the 28th AGM in calendar year 2022 subjectto ratification of their appointment by Members at every AGM if so required under theAct. The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM and a note in respectof 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 aregiven 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 theAuditors report or Secretarial Audit report. Secretarial Audit Report from M/s. S. N.Ananthasubramanian & Co. Practising Company Secretaries is annexed to this Report asAnnexure C.

Public Deposits

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

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
8000000 Equity Shares of Rs. 10 each in Gateway East India Private Limited (100% Subsidiary)

1484.00

13830000 Equity Shares of Rs. 10 each in Gateway Distriparks (Kerala) Limited (Subsidiary) including equity component of Zero Coupon Redeemable Preference Shares

1460.57

16672199 Zero Coupon Redeemable Preference Shares of Rs. 10 each in Gateway Distriparks (Kerala) Limited (Subsidiary)

2435.71

201199798 Equity Shares of Rs. 10 each in Gateway Rail Freight Limited (Subsidiary)

20511.32

120000000 Compulsory Convertible Preference Shares of face value Rs. 24.65 each of Gateway Rail Freight Limited (Subsidiary)

70565.69

100 Equity Shares of Rs. 25 each in Gateway Rail Freight Limited (Subsidiary)

0.03

67254119 Equity Shares of Rs. 10 each in Snowman Logistics Limited (Associate)

10416.99

Guarantees for loans
Guarantee given for Credit facility from HDFC Bank to Gateway East India Private Limited (Subsidiary)

1100.00

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

11703.08

 

Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties referred to in Section188 (1) of the Companies Act 2013 are given in Form AOC-2 which is annexed to thisReport as Annexure D. Details of policy for determining material subsidiaries and thepolicy for dealing with related party transactions can be accessed by clicking on the weblink: http://www.gateway-distriparks.com

Corporate Social Responsibility (CSR)

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

Disclosure requirements

Your Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively. There have been no materialchanges and commitments which affected the financial position of your Company which haveoccurred between the end of the financial year and the date of this report. During theyear under review no significant and material orders have been passed by any Regulator orCourt or Tribunal which would impact going concern status of your Company and its futureoperations.

Risk Management Policy

The Board of Directors has put in place a Risk Management policy for your Companywhich includes business risks market risks event risks and IT / financial/ interest rate/ liquidity risks and the structure infrastructure processes awareness and riskassessment / minimization procedures. The elements of the risk which in severe form canthreaten Company's existence have been identified by the Board of Directors. The riskshave been prioritized based on risk analysis and process to identify emerging risks are inplace. Your Company has in place measures for Business Continuity Disaster recovery andInformation security. A control assurance program covering internal financial controls(IFC) has been implemented and tested during the year. Details of the Risk ManagementPolicy 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 byclicking on the web link: http://www.gateway-distriparks.com. Under this policy employeesare encouraged to report financial irregularities fraud violation of laws and Company'sCode 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 itsChairman. Audit Committee has periodically reviewed the functioning of Vigil Mechanism.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention ProhibitionAnd Redressal) Act 2013

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

Subsidiaries / Associates

Information about subsidiaries / Associate / Joint Venture are given in Form AOC-1which 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. 1801.73 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 amix of technology changes process optimization methods and other conventional methods onan on- going basis.

Technology Absorption

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

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

Acknowledgements

The Board of Directors thanks all the stakeholders of your Company including itscustomers shareholders bankers vendors for their continued support and assistance andlook forward to having the same support in future endeavors. The Directors also place onrecord their sincere appreciation for significant contributions made by the employeestowards 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

 

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