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Gati Ltd.

BSE: 532345 Sector: Services
NSE: GATI ISIN Code: INE152B01027
BSE 00:00 | 05 Dec 162.10 0.10
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OPEN 162.05
PREVIOUS CLOSE 162.00
VOLUME 27278
52-Week high 221.75
52-Week low 126.00
P/E 953.53
Mkt Cap.(Rs cr) 2,110
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 162.05
CLOSE 162.00
VOLUME 27278
52-Week high 221.75
52-Week low 126.00
P/E 953.53
Mkt Cap.(Rs cr) 2,110
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gati Ltd. (GATI) - Director Report

Company director report

Dear Members

Your Directors present the report of the Business and Operations of your Company(‘the Company' or ‘Gati') along with the audited financial statements for thefinancial year ended March 31 2022. The Consolidated Performance of your Company and itssubsidiaries has been referred to wherever required.

1) Financial Highlights

The summarized standalone and consolidated financial results of the Company for thefinancial year ended March 31 2022 as compared to the previous year are as under:

( Rs in Lakhs)

Standalone

Consolidated

Particulars Financial Year Financial Year Financial Year Financial Year
2021-22 2020-21 2021-22 2020-21
Total Income 25760 28650 150524 132465
Profit/(Loss) before Finance Cost 223 280 4969 3756
Depreciation & Amortization Expenses
Exceptional items & Tax Expenses
Less: Finance cost 139 669 2732 4514
Less : Depreciation and Amortization 109 188 3492 4013
Expenses
Profit/(Loss) before tax & Exceptional items (25) (577) (1255) (4771)
Exceptional items - Income/(Expense) (2296) (16001) 1205 (20486)
Profit/(Loss) before tax (2321) (16578) (50) (25257)
Less: Tax expenses (307) 1053^ 393 (664)
Profit/(Loss) after tax (2014) (17632) (443) (24593)
Attributable to
Owners of the company (2014) (17632) 887 (22788)
Non controlling Interest - - (1330) (1805)
Add: other comprehensive Income (net of Tax) (7) 71 (320) 913
Total comprehensive income (2021) (17561) (763) (23680)
Attributable to
Owners of the company (2021) (17561) 661 (21802)
Non controlling Interest - - (1424) (1878)

^Tax related to earlier years.

2) Dividend

In view of the loss for the year ended the Directors do not recommend any dividend onthe equity shares of the Company for the financial year ended March 31 2022. Further incompliance with the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) (Second Amendment) Regulations 2021 effective from May 06 2021the Board of Directors of the Company at its meeting held on May 25 2021 has adopted theDividend Distribution Policy pursuant to the provisions of the Regulation 43A of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as the "Listing Regulations") andsame is available on the Company's website and can be accessed at https://www.gati.com/wp-content/uploads/2021/06/Dividend-Distribution-Policy. pdf.

3) Impact of COVID-19

Over FY22 access to vaccines tests and treatments continued to remain essential toreduce the risk from multiple COVID-19 variants. Focusing on well-being of its employeesthe Company continued its ‘work from home' initiative for its employees. The team hasensured business continuity at the same time has continued to take all necessary stepsensure a seamless transition to the new ways of working. Due to multiple variants theperformance of the Company operation was impacted during the first and the fourth quarterof the current fiscal year. However the recovery was swift in the subsequent quarter. Thecompany risk management team have their assessment in place while ascertaining the impactof COVID-19 in preparation of financial results including its assessment of going concernand recoverability of the carrying amounts of financial and non-financial assets. The riskassociated with COVID-19 appears to be minimised and the Company remains in a comfortableposition to focus on its path to transformation and profitable growth. The Company willcontinue to monitor any material changes to future economic conditions.

4) Review of Operations

Consolidated:

During the year under review at consolidated level your

Company achieved a revenue of Rs 150524 Lakhs EBITDA of Rs 4969 Lakhs PBT of Rs-50 Lakhs and PAT of Rs -443 Lakhs as against a revenue ofRs32465 Lakhs EBITDA of Rs3756 Lakhs PBT of Rs -25257 Lakhs and PAT of Rs -24593 Lakhs respectively in theprevious year.

Standalone:

At standalone level your Company recorded revenue of Rs 25760 Lakhs EBITDA of Rs 223Lakhs PBT of Rs -2321 Lakhs and PAT of Rs -2014 Lakhs as against revenueH 28650 LakhsEBITDA of rs 280 Lakhs PBT of Rs -16578 Lakhs and PAT of Rs -17632 Lakhs in theprevious year.

5) Performance and Financial Details of Subsidiaries and Associates

The financial performance of the subsidiaries and associate are discussed in the Reporton Management Discussion & Analysis Report. Pursuant to the provisions of Sections129 133 134 and 136 of the Companies Act 2013 ("the Act") read with Rulesframed thereunder the Company has prepared

Consolidated Financial Statements of the Company and its subsidiaries and a separatestatement containing the salient features of financial statement of subsidiaries andassociate in Form AOC-1 forms part of the Annual Report.

In accordance with Section 136 of the Act the Annual

Accounts of the Subsidiaries are available on the Company's website and also open forinspection by any Member at the Company's Registered Office. The Company will makeavailable these documents and the related detailed information upon request by any Memberof the Company or any Member of its Subsidiary who may be interested in obtaining thesame.

6) Subsidiaries Associates & Joint Ventures and Consolidated FinancialStatements

In accordance with the Ind-AS 110 on Consolidated Financial Statements read with theInd-AS 28 on Accounting for

Investments in Associates notified under Section 133 read with Section 129(3) of theAct the Audited Consolidated Financial Statements are provided in the Annual Report.

The financial statements of the following Subsidiaries have been consolidated into thefinancial statements of the Company:

i. Gati-Kintetsu Express Private Limited ("GKEPL")

ii. Gati Kausar India Limited ("GKIL") (upto July 14 2021)

iii. Gati Import Export Trading Limited ("GIETL")

iv. Zen Cargo Movers Private Limited ("ZCMPL")

v. Gati Logistics Parks Private Limited ("GLPPL")

vi. Gati Projects Private Limited ("GPPL")

The Company has one Associate Company i.e. Gati Ship Limited and the same is notconsidered in the consolidation of accounts as the Company ceases to have significantcontrol after the sale of stake of 12.09% on May 16 2014. Further the Company has noJoint Ventures.

During the year the Board of Directors of the Company vide its meeting held onTuesday May 25 2021 approved the disposal of Subsidiary i.e. Gati Kausar India Limitedby way of entering into Share Purchase Agreement among the Contracting Parties i.e.

(i) Company as a Promoter

(ii) Mandala Capital AG Limited as an Investor and

(iii) Gati Kausar India Limited as a Company and later on Gati Kausar

India Limited has ceased to be the Company's subsidiary w.e.f. July 14 2021.

In accordance with Regulation 16(1)(c) of the Listing Regulations GKEPL has beenidentified as a material unlisted subsidiary of the Company.

The Policy for Determining Material Subsidiaries as approved by the Board is uploadedon the Company's website at https://www.gati.com/pdf/Investors/announcements/Policy-on-material-subsidiaries.pdf

7) Shifting of the Registered office of the Company

During the year the Board of Directors of the Company vide its meeting held onTuesday October 26 2021 approved the shifting of Registered office of the Company fromState of Telangana to the State of Maharashtra at Mumbai in view of exercising betteradministration and economic control over the Company for increasing operational andmanagement efficiency and for integrating business functions and optimization ofadministrative expenses. Further the Chairman & Managing Director of the Company andmajority of the Board are based out of Mumbai. The shifting of registered office was alsoapproved by the Members of the Company via Special Resolution through Postal Ballot onDecember 17 2021 and now the same is pending for the order of the Regional DirectorSouth East Region Hyderabad.

8) Reserves

No amount transferred to Reserves in view of the losses of the Company at the end ofthe financial year.

9) Fixed deposits (FD)

As on March 31 2022 fixed deposits of your Company stood at Rs 435.16 Lakhs out ofwhich Rs 30.98 Lakhs remain unclaimed and there were no overdue deposits as on that date.During the year under review your Company has not accepted any Fresh/Renewal of deposits.There was no default in repayment of deposits or payment of interest thereon during theyear and there are no deposits which are in non-compliance with the requirements of theAct. The current fixed deposits carry a rating of "CARE BBB" issued by CARERatings Limited.

10) Directors and Key Managerial Personnel (KMP) i. Appointment/Resignation/Cessationof Director:

The Board upon the recommendation of the Nomination and Remuneration Committee in itsMeeting held on February 05 2021 has approved the appointment of Mr. Nilesh ShivjiVikamsey (DIN: 00031213) as an Additional Director (Independent) with effect from February05 2021 and the same was approved by the Shareholders of the Company in the 26thAGM of the Company held on September 22 2021. During the year under review Mr. PrabhuNarain Shukla an Independent Director of the Company has ceased to be the

Director of the Company upon completion of second term of his office on August 032021. ii. Re-appointment of Director:

During the year the Company has re-appointed Mr. Kaiwan Kalyaniwalla (DIN: 00060776)as Director of the Company who retires by rotation at the 26th AGM held duringthe year. iii. Retirement by Rotation:

In accordance with the provisions of Section 152 of the

Act read with Companies (Management & Administration) Rules 2014 and Articles ofAssociation of the Company Mr. Shashi Kiran Shetty (DIN: 00012754) Managing Director ofthe Company who retires by rotation at the ensuing AGM and being eligible has offeredhimself for re-appointment and the Board recommends his re-appointment.

In compliance with Regulation 36(3) of the Listing

Regulations brief resume of the Director proposed to be re-appointed forms part of thenotes and explanatory statement to the Notice of the ensuing AGM.

iv. Key Managerial Personnel:

During the year under review:-

(a) The Board of Directors of the Company has appointed Mr. Pirojshaw Sarkari as theChief Executive Officer the Company upon recommendation of the Nomination &Remuneration Committee with effect from August 09 2021;

(b) Mr. Rohan Mittal Chief Financial Officer (CFO) & Transformation Officer (CTO)of the Company resigned with effect from November 12 2021 from the position of CFO &CTO.

(c) The Board of Directors of the Company has appointed Mr. Anish T Mathew uponrecommendation of the Nomination & Remuneration Committee with effect from February04 2022.

11) Particulars of Employees and related disclosures

The remuneration paid to your Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19of the Listing Regulations. The salient aspects covered in the Nomination and RemunerationPolicy have been outlined in the Corporate Governance Report which forms part of thisAnnual report.

The information required under section 197 of the Act read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) in respect ofDirectors/employees of the Company is set out in the Annexure A to this report.

12) Declaration by Independent Directors

Pursuant to sub section (6) of Section 149 of the Act and Regulation 16(1)(b) of theListing Regulations all the Independent Directors of your Company have given declarationthat they have met the criteria of independence as required under the Act and the ListingRegulations.

13) Remuneration Policy

Your Directors have on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Director(s) Senior ManagementPersonnel and their remuneration.

The Remuneration Policy forms part of the Corporate

Governance Report.

14) Board Evaluation

Pursuant to the provisions of the Act and the Listing

Regulations annual performance evaluation is to be done for the Board its Committeesthe Chairman and Individual Directors. To ensure an effective evaluation process theNomination and Remuneration Committee of the Board of Directors ("NRC") has putin place evaluation framework for conducting the performance evaluation exercise. Based onthe criteria set by NRC the Board has carried out annual evaluation of its ownperformance its Committees and individual Directors for financial year 2021-22. Thequestionnaires on performance evaluation were broadly of based on the Guidance Note onBoard Evaluation issued by the Securities and Exchange Board of India on January 05 2017.An online platform has been provided to each Director for their feedback and evaluation.The evaluation process was anchored by an independent professional agency to ensureindependence confidentiality and neutrality. A report on the evaluation process and theresults of the evaluation were presented by the agency to the Board.

The performance evaluation of the Board was done on key attributes such as compositionadministration corporate governance independence from Management etc. Parameters forevaluation of Directors included constructive participation in meetings and engagementwith colleagues on the Board. Similarly committees were evaluated on parameters such asadherence to the terms of the mandate deliberations on key issues reporting to Boardetc. Evaluation of the Chairman of the Company was on the basis of his leadershipguidance to the Board and overall effectiveness.

There after at the Board meeting the performance of the Board its Committees andindividual Directors was discussed and deliberated. The Board of Directors expressed theirsatisfaction towards the process followed by the Company for evaluating the performance ofthe Directors Board and its Committees.

15) Board Committees

Detailed Composition of the Board committees namely Audit Committee Nomination andRemuneration Committee Corporate Social Responsibility Committee StakeholdersRelationship Committee and Risk Management Committee number of meetings held during theyear under review and other related details are set out in the Corporate Governance Reportwhich forms a part of this Report.

16) Audit committee

The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report.

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.

17) Particulars of Loans Guarantees and Investments

The particulars of Loans given Investments made and guarantees provided by the Companyunder Section 186 of the Act read with the Companies (Meetings of Board and its Powers)Rules 2014 as at March 31 2022 forms part of the Financial Statements.

18) Corporate Social Responsibility (CSR)

In terms of section 135 and Schedule VII of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 made thereunder as amended the Board ofDirectors of your Company have constituted a Corporate Social Responsibility Committee.

The brief outline of the Corporate Social Responsibility (CSR) Policy of your Companyas adopted by the Board are set out in Annexure-B of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules2021. During the year the Company has not spent any amount on CSR activity because of inabsence of the profits in the immediately three preceding financial years. The Compositionof CSR Committee and CSR Policy are available on the Company's website www.gati.com.

19) Related Party Transactions

In line with the requirements of the Act and Listing Regulations your Company hasformulated a Policy on Related Party Transactions which is also available on the Company'swebsite at https://www.gati.com/investor-relations/policies/. The Policy intends to ensurethat proper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no material relatedparty transactions i.e. transactions exceeding 10% of the annual consolidated turnover asper the last audited financial statements were entered during the year by your Company.Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Act in Form AOC-2 is not applicable. The details of the transactions withrelated parties are provided in Note No. 45 to the Financial Statements.

20) Meetings of the Board and Committees

Six Meetings of the Board of Directors were held during the year. For details of themeetings of the Board please refer to the report on Corporate Governance which formspart of this Annual report.

21) Vigil Mechanism

The existing Whistle-blower Policy has been revised and the same being approved andadopted by Board of Directors of the Company in compliance with the provisions of Section177(10) of the Act and Regulation 22 of the Listing Regulations. The revisedWhistle-blower Policy is being made available on the website of your company at https://www.gati.com/investor-relations/policies/.

22) Policy on prevention of Sexual Harassment at

Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘POSH Act') and Rules made thereunder yourCompany has complied with the provisions related to the Constitution of InternalComplaints Committee (ICC).

The Company has taken several initiatives across the organization to build awarenessamongst employees about the Policy and the provisions of Prevention of Sexual Harassmentof Women at Workplace Act.

No complaint on sexual harassment was received during the year.

23) Familiarisation Programme for Independent Directors

Pursuant to the Listing Regulations the Company shall familiarise the IndependentDirectors with the Company their roles rights responsibilities in the Company natureof the industry in which the Company operates business model of the Company etc. TheDirectors are regularly informed during meetings of the Board and Committees on thebusiness strategy business activities business operations and issues faced by theLogistics industry.

The details of the Familiarisation programme process for the Independent Directorsforms part of the Corporate Governance Report.

24) Directors' Responsibility Statement

Pursuant to the requirement under section 134(5) of the Act with respect to theDirectors' Responsibility Statement relating to the Company it is hereby confirmed:

a) That in the preparation of the Accounts for the financial year ended March 31 2022the applicable accounting standards and schedule III of the Act (including any statutorymodification(s) or re-enactment(s) for the time being in force) have been followed alongwith the proper explanation relating to material departure;

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2022 andof the profit and loss of the Company for the financial year ended March 31 2022;

c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act (including any statutorymodification(s) or re-enactment(s) for the time being in force) for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) That the accounts have been prepared on ‘going concern' basis;

e) The directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and the Company is constantlyendeavouring to improve the standards of internal control in various areas and takingsteps to strengthen the internal control system to make it commensurate and effective withthe nature of its business;

f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

25) Annual Return

Pursuant to sub-section (3) of Section 92 of the Act and Rule 12 of the Companies(Management and Administration)

Rules 2014 the Annual Return of the Company as at March 31 2022 in Form MGT-7 isavailable on the website of the Company at the linkhttps://www.gati.com/investor-relations/general/

26) Risk Management Policy

The company has a well-defined process in place to ensure appropriate identificationand treatment of risks. Risk identification exercise is inter-woven with the annualplanning cycle which ensures both regularity and comprehensiveness. The identification ofrisk is done at strategic business operational and process levels. While the mitigationplan and actions for risks belonging to strategic business and key critical operationalrisks are driven by senior leadership for rest of the risks operating managers drivesthe conception and subsequent auctioning of mitigation plans.

All risks are well integrated with functional and business plans and are reviewed on aregular basis by the senior leadership.

The Company through its risk management process aims to contain the risks within itsrisk appetite. There are no risks which in the opinion of the Board that threatens theexistence of the Company. However some of the risks which may pose challenges are set outin the Management

Discussion and Analysis which forms part of this Annual Report.

27) Internal Financial Controls

Your Company has established and maintained a framework of internal financial controlsand compliance systems. Based on the framework of internal financial controls andcompliance systems established and maintained by the

Company the work performed by the internal statutory and secretarial auditors andexternal consultants including the audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by management and therelevant board committees including the audit committee the Board is of the opinion thatthe

Company's internal financial controls were adequate and your Company is constantlyendeavouring to improve the standards of internal control in various areas and takingsteps to strengthen the internal control system to make it commensurate and effective withthe nature of its business.

Further the statutory auditors of your company have also issued an attestation reporton internal control over financial reporting (as defined in Section 143 of Act) for thefinancial year ended March 31 2022 which forms part to the Statutory Auditors Report.

28) Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (‘theRules') all unpaid or unclaimed dividend are required to be transferred by the company tothe IEPF established by the

Central Government after the completion of seven years. Further according to theRules the shares in respect of which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to demataccount created by the IEPF Authority. Accordingly the company has transferred the unpaidor unclaimed dividend amounting to Rs 735141.42/- and interim dividend amounting toRs689565/- for the financial year 2013-14 and 2014-15 along with its correspondingshares totalling to 38234 and 77114 respectively.

This is to further inform the members that the Company has also completed the transferof the unpaid or unclaimed dividend amounting to Rs 732890/- for the financial year2012-13 along with its corresponding shares totalling to 30689.

29) Auditors a) Statutory Auditors

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules 2014the term of M/s. Singhi & Co. Chartered Accountants (Firm Registration No. 302049E)as the Statutory Auditors of the Company expires at the conclusion of 27th AGMof the Company. The standalone and consolidated financial statements of the Company havebeen prepared in accordance with the Indian Accounting Standards prescribed under Section133 of the Act read with relevant rules issued thereunder (Ind AS) and other accountingprinciples generally accepted in India. Further the report of the Statutory Auditorsalong with the notes on the Financial statements is enclosed to this Report. The Auditors'Report do not contain any qualifications reservation adverse remarks observations ordisclaimer on Audited Financial Statements for the financial year ended March 31 2022.

The Board of Directors of the Company at their meeting held on May 20 2022 on therecommendation of the Audit Committee have made its recommendation for appointment ofM/s. S. R. Batliboi & Associates LLP Chartered Accountants (Firm Registration No.101049W/ E300004) as the Statutory Auditors of the Company to be approved by the membersat the 27th AGM of the Company for a term of five consecutive years.Accordingly an ordinary resolution proposing appointment of M/s. S. R. Batliboi &Associates LLP as the Statutory Auditors of the Company for a term of five consecutiveyears i.e. from the conclusion of 27th AGM till the conclusion of 32ndAGM of the Company pursuant to Section 139 of the Act forms part of the Notice of the 27thAGM of the Company. The Company has received their written consent and a certificate thatthey satisfy the criteria provided under Section 141 of the Act and that the appointmentif made shall be in accordance with the applicable provisions of the Act and rules framedthereunder.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Company has appointed M/s.Puttaparthi Jagannatham & Co. Company Secretaries Hyderabad as the SecretarialAuditor to conduct an audit of the secretarial records of the Company for the financialyear 2021-22. The Secretarial Audit Report for the financial year ended March 31 2022under the Act read with Rules made thereunder and Regulation 24A of the ListingRegulations is set out in the Annexure C-1 to this report with the followingobservations and which are self-explanatory:

a) One business transaction was discussed without being circulated in the agenda ofBoard Meeting and Nomination and Remuneration Committee Meeting.

b) Few IEPF forms were filed late with additional fees due to technical error of MCAand subsequently filed and compliance have been met by the Company.

c) The Company has received a mail from BSE with reference to the Regulation 34(Clause 31 of erstwhile Listing Agreement) corresponding to the FY 2014 for delay insubmission of Annual Report to Stock Exchange. In this regard the Company has paid thefine and complied with the direction of the BSE.

Further the Secretarial Audit Report of the material subsidiary i.e. Gati-KintetsuExpress Private Limited for the financial year ended March 31 2022 pursuant torequirement of Regulation 24A of the Listing Regulations is set out in Annexure C-2to this report.

Furthermore Mr. T. N. Kannan Practicing Company Secretaries carried outReconciliation of Share Capital Audit every quarter and the report thereon is submitted tothe Stock Exchanges.

30) Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings & outgo pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Account) Rules 2014 is annexed as

Annexure D.

31) Gati - Employees Stock Appreciation Rights Plan 2021 ("ESAR 2021")

During the year under review the Company granted ESARs to eligible employees of theCompany Holding Company and Subsidiary Company with a view to attract and retain thesenior talents and reward them for their performance and to contribute to the growth &profitability of the Company. On January 27 2022 pursuant to approval by theshareholders of the Company through Postal Ballot the Board including Nomination andRemuneration Committee ("NRC") has been authorized to grant ESARs to eligibleemployees of the Company Holding Company Subsidiary Company and Associate Company underthe ESAR 2021 in one or more tranches from time to time. The maximum number of ESARsunder the ESAR 2021 shall not exceed 4200000 ESARs and the same shall be exercisableinto such number of equity shares of face value of Rs 2/- fully paid-up where one ESARupon exercise shall entitle for lesser than one equity share of the Company. To implementthe ESAR 2021 the NRC has granted 3105000 ESARs to the eligible employees of theCompany Holding Company and Subsidiary Company and which shall vest as per the vestingschedule and vesting conditions.

Further the disclosure in terms of Regulation 14 of the Securities and Exchange Boardof India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 is availableon the website of the Company at https://www. gati.com/investor-relations/general/.

32) Change in Capital Structure and Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limited(BSE) and National Stock Exchange of India Limited (NSE). Further during the year underreview the Board of Directors of the Company issued and allotted 1023020 Equity Sharesof face value of Rs 2/- each ("Equity Shares") at a price of Rs 97.75/- perEquity Share at a premium of Rs 95.75/- per Equity Share aggregating up to Rs100000205/- (Rupees Ten Crore Two Hundred and Five Only) and 7161120 Equity Warrantsat a Price of Rs 97.75/- per Equity Warrant with the right to warrant holder to apply forand be allotted 1 (One) Equity Share of the face value of Rs 2/- each of the Company at apremium of Rs 95.75/- per equity share for each Equity warrant within a period of 18(Eighteen) months from the date of allotment of the warrants aggregating up toRs699999480/- (Rupees Sixty Nine Crores Ninety Nine Lacs Ninety Nine Thousand FourHundred and Eighty Only) to Allcargo Logistics Limited Promoter of the Company onPreferential issue basis in accordance with Chapter V of the Securities and Exchange Boardof India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("SEBI ICDRRegulations") as amended and other applicable laws.

Further Issued Subscribed and Paid-up Share Capital of the Company as at March 312022 is Rs 245937994/- divided into 122968997 equity shares of Rs 2/- each.

33) Company's Policies

The details of the policies approved and adopted by the Board are provided in Annexure- E to this report.

34) Corporate Governance

Your Company is committed to maintain the high standards of corporate governance andadhere to the corporate governance requirements set out by Securities and Exchange Boardof India. The Report on corporate governance as stipulated under Regulation 34 of theListing Regulations forms part of this Annual Report and is annexed as Annexure - F.The requisite certificate from the Practicing Company Secretary confirming compliance withthe conditions of corporate governance as stipulated under the aforesaid Regulations formspart of this report.

35) Management Discussion and Analysis Report (MD&AR)

Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is presented in aseparate section and forms part of this Annual Report.

36) Business Responsibility Report (BRR)

Business Responsibility Report for the financial year under review as stipulated underRegulation 34(2)(f) of the Listing Regulations is presented in a separate section andforms part of this Annual Report.

37) General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company underany scheme.

3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

4. During the period under review none of the Auditors of the Company have reportedany fraud as specified under the second proviso of Section 143(12) of the Act (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force).

5. The Company has complied with Secretarial Standards i.e. SS-1 and SS-2 relating toMeetings of the Board of Directors and General Meetings issued by the Institute ofCompany Secretaries of India.

6. There were no material changes commitments affecting the financial position of yourCompany between the end of financial year (March 31 2022) and the date of the report (May20 2022).

7. Company is not required to maintain cost records under Section 148(1) of the Act.

8. The policy for determining material subsidiaries of the Company has been provided onthe Company's website at www.gati.com

38) Acknowledgment

Your Directors thank various departments of Central and State Government Organizationsand Agencies for the continued help and co-operation extended by them to your Company.Your Directors also gratefully acknowledge all stakeholders of the Company viz. MembersCustomers Dealers Vendors Financial Institutions banks and other business partners forthe excellent support received from them during the year and the financial contributionand significant support from the largest shareholder Allcargo Logistics Limited. YourDirectors place on record their sincere appreciation to all employees of the Company fortheir unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
Shashi Kiran Shetty
Place: Hyderabad Chairman & Managing Director
Date: May 20 2022 DIN: 00012754

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