a) Industry structure and developments
Containerisation in India currently stands at 55% of the countrys total import-export
trade, and is expected to grow significantly in the years to come. Containerized traffic
in Indian ports increased by over 8% in FY 2017-18.
JNPT accounted for over half of Indias total containerized traffic by handling over 48
Lakh TEUs in FY 2017-18. The countrys second biggest container port at Chennai handled
over 15 Lakh TEUs. The port at Cochin handled over 5 Lakh TEUs and Krishnapatnam over 4.8
Lakh TEUs.
b) Opportunities and threats
The company foresees opportunities for expansion and increase in profitability in the
growing containerization 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 countrys foreign trade. During the past few
years, the Company has taken several initiatives for growth and expansion. The company
operates Container Freight Stations at JNPT-Navi Mumbai, Chennai, Krishnapatnam,
Visakhapatnam and Cochin. The Company continues to prune costs through various measures
and also augment its equipment for handling and transporting containers.
The Companys rail vertical, 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. The Companys cold chain logistics arm, Snowman Logistics
Ltd. which had its IPO during FY 2014-15 and 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 the company with new challenges.
c) Segment-wise / Product-wise performance
The Companys entire business is from CFS. There are no other primary / secondary
segments in the Companys business.
d) Outlook
Over the medium term, growth in port volumes, direct port delivery movement of
containers & resulting increased throughput at our CFSs, increase in volume of rail
movement of containers, and growth in the cold chain logistics business are expected to
have positive impact on the Companys long term business and profitability. Containerized
EXIM trade is expected to show consistent performance at major Indian ports over the next
few years.
e) Risks and concerns
Increase in fuel costs could result in increase in the Companys major costs of
transport and handling of containers. Increase in container traffic vis--vis creation of
infrastructure at the ports could lead to congestion at ports which would result in
decline / delay in the throughput handled by the Company. The revenues of the Company are
concentrated on the container volumes handled by major shipping lines and consolidators,
who use its CFSs at various locations.
f) Int ernal Control systems and adequacy
The 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 Dy. CEO
& Chief Finance Officer. The Companys accounts and operations are subject to internal
audit and review by the Audit Committee of the Board of Directors.
g) Financial/Operational Performance Operations:
Total income of the company (stand alone) from operations & other income during
2017-18 was Rs. 35,015.54 Lakhs (2016-17: Rs. 34,813.65 Lakhs). The Profit before tax and
exceptional income for 2017-18 was Rs. 5,262.63 Lakhs (2016-17: Rs. 6,672.23 Lakhs). The
Total comprehensive income for 2017-18 was Rs. 3,824.33 Lakhs (2016-17: Rs. 5,174.78
Lakhs). The retained earnings and general reserves as on 31 March 2018 was Rs. 25,623.68
Lakhs (2016-17: Rs. 30,796.86 Lakhs)
Together with its subsidiary companies in the CFS business at Chennai, Visakhapatnam
and Kochi, the revenue from CFS operations for FY 2017-18 was Rs. 39,550 Lakhs (2016-17:
Rs. 39,340 Lakhs) and Profit after Tax for FY 2017-18 was Rs. 4,303 Lakhs (2016-17: Rs.
5,580 Lakhs)
Finance:
The Company has outstanding Term loans of Rs. 8,820.83 Lakhs, loans for transport /
handling equipments Rs. 2,187.36 Lakhs and cash credit outstanding Rs. 660.54 Lakhs with
HDFC Bank Limited as on March 31, 2018. The Company has been sanctioned cash credit /
overdraft facilities / Buyers credit / Bank Guarantee of Rs. 10,500 Lakhs by HDFC Bank
Limited. The Company has given guarantees in respect of outstanding funded / non-funded
borrowing facilities of group companies Gateway Rail Freight Limited- Rs. 18,954.24 Lakhs,
Gateway East India Private Limited-Rs. 300.27 Lakhs (utilized out of cash credit limit
Rs.1,100 Lakhs), Chandra CFS and Terminal Operators Private Limited-Rs. 301.52 Lakhs and
Gateway Distriparks (Kerala) Ltd.-Rs. 869.75 Lakhs as on 31st March, 2018. The income from
interest on fixed deposits with banks and investments in mutual funds was Rs. 894.62 Lakhs
in the current year (2016-17: Rs. 145.05 Lakhs).
h) Human Resources
The Company continued to have cordial and harmonious relations with its employees.
Human relations policies were reviewed and upgraded in line with the Companys plans for
geographical expansion. Initiatives on training and development of human resources were
undertaken. The Companys staff strength on March 31, 2018 was 247 employees (March 31,
2017: 231 employees).
i) Cautionary statement
Statements made in this report, particularly those which relate to Management
Discussion and Analysis, describing the Companys 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.
D. Directors
Mrs. Mamta Gupta, who retires by rotation, seeks re-appointment as Director, at the
forthcoming Annual General Meeting.
E. 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/investor.asp. A report on corporate governance
and certificate of compliance from the Auditors are given as Annexure A of this Report.
F. Listing of Equity Shares
The Companys Equity shares are listed on the BSE 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. The Company
has made up-to-date payment of the listing fees.
G. Auditors
S. R. Batliboi & Co. LLP, Firm Registration No.301003E / E300005, Chartered
Accountants, holds office as Statutory Auditors of the Company till the conclusion of the
Annual General Meeting 2022, subject to annual ratification at each Annual General
Meeting. The Company has received letter from M/s. S. R. Batliboi & Co. LLP, Firm
Registration No.301003E / E300005, Chartered Accountants, confirming that their
appointment would be within the limits prescribed under Sections 139(2) and 141of the
Companies Act, 2013.
H. Statut ory 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.
Number of meetings of the Board of Directors
During FY 2017-18, 5 meetings of the Board of Directors were held on 11 May 2017, 18
May 2017, 11 August 2017, 9 November 2017 and 15 February 2018.
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, 2018, 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 the
Company for the financial year ended 31st March 2018 and of the profit of the 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 the Company and for preventing and detecting fraud and other irregularities.
iv. the annual accounts for the year ended 31st March 2018 have been prepared on a
going concern basis.
v. have laid down internal financial controls to be followed by the Company and that
such internal finance 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.
Declaration by Independent Directors
Independent Directors have given declarations that they meet the criteria of
independence as provided under Section 149 (6) of the Companies Act, 2013.
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 six members consisting of two Executive
Directors, one woman Director and three independent Directors.
The details of Nomination and Remuneration Policy, pursuant to Section 178 of the
Companies Act, 2013 and applicable regulations of SEBI (LODR) Regulations, 2014 are
available on our website and can be accessed by clicking on the web link:
http://www.gateway-distriparks.com/investor.asp. 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 the 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/investor.asp
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.
Particulars of loans, guarantees or investments
|
|
Rs. Lakhs |
| Particulars of loans, guarantees and investments under section 186 of
Companies Act, 2013 |
As at 31.03.2018 |
| Investments |
|
|
| 80,00,000 |
Equity Shares of Rs. 10 each in Gateway East India Private Limited (100% Subsidiary) |
1,484.00 |
| 35,83,945 |
Equity Shares of Rs. 100 each in Chandra CFS and Terminal Operators Private Limited
(100% Subsidiary) |
4,508.44 |
| 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 |
|
|
|
| 20,11,00,000 |
Equity Shares of Rs. 10 each in Gateway Rail Freight Limited (Joint Venture) including
equity component of Zero Coupon Redeemable Preference Shares |
20,476.00 |
| 6,72,54,119 |
Equity Shares of Rs. 10 each in Snowman Logistics Limited (Associate) |
10,416.99 |
| 1,66,72,199 |
Zero Coupon Redeemable Preference Shares of Rs. 10 each in Gateway Distriparks
(Kerala) Limited (Subsidiary) |
2,016.79 |
| Guarantees for loans |
|
| Guarantee given for loan from HDFC Bank Limited to Chandra CFS and
Terminal Operators Private Limited (100% Subsidiary) |
301.52 |
| Guarantee given for loan from KSIDC to Gateway Distriparks (Kerala)
Limited (Subsidiary) |
869.75 |
| 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 (Joint Venture) |
18,954.24 |
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/investor.asp
Remuneration from Subsidiary company
During the year, Mr. Prem Kishan Dass Gupta, Chairman and Managing Director received
Commission / sitting fees from subsidiary company: Gateway East India Private Limited Rs.
0.80 Lakhs (FY 2016-17 Rs. 0.80 Lakhs). Mr. Ishaan Gupta, Joint Managing Director received
Commission / sitting fees from subsidiary company: Gateway East India Private Limited Rs.
0.80 Lakhs (FY 2016-17 Rs. 0.80 Lakhs).
During the year, Gateway Rail Freight Limited paid Commission / sitting fees to Mr.
Prem Kishan Dass Gupta, Chairman and Managing Director Rs. 229 Lakhs (FY 2016-17 Rs. 154
Lakhs) and to Mr. Ishaan Gupta, Joint Managing Director Rs. 18 Lakhs (FY 2016-17 Rs. 12
Lakhs).
Deposits
The 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.
Disclosure under Section 134 (3) (m) Conservation of Energy
The 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
The 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.
Foreign Exchange Earnings and Outgo
| i) Expenditure in foreign currency: |
Rs. 3.00 Lakhs |
| (including Capital items) |
(2016-17: Rs. 461.29 Lakhs) |
| ii) Earnings in foreign currency : |
Nil |
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.
Annual Evaluation of Board performance
The performance evaluation criteria of the Board, as laid down by the Nomination,
Remuneration & ESOP Committee includes growth in Business volumes and profitability,
compared to earlier periods, growth over the previous years through inorganic expansion,
transparency and fairness in Board Decision making processes. The performance evaluation
criteria of Individual Directors and Committees include attendance record and intensity of
participation at meetings, Quality of interventions, special contributions and
interpersonal relationships with other Directors and management.
The exclusive meeting of Independent Directors evaluated the performance of the Board,
Committees of Board, non-Independent Directors & the Chairman as excellent. The Board
evaluated the performance of Independent Directors based on their attendance record,
contributions, their interventions and interpersonal relationships and the Chairman
expressed the Boards appreciation of their performance. The Nomination and Remuneration
Committee noted that the performance of the individual directors & Committees based on
the high attendance record and intense participation at meetings, high quality of
interventions, special contributions and excellent Inter-personal relationships with other
Directors and management. The performance of the Chairman was based on notable
contributions in the achievements of the Company and role in conducting Board meetings and
bringing out contributions from all Directors. Prevailing remuneration in similar industry
/ function / experience are considered for recruiting persons & while granting
increases in remuneration, besides the performance of the person. The Committee and the
Board approved the remuneration paid to key managerial personnel and other employees.
Vigil Mechanism
The Company has adopted a Whistle Blower Policy, details of which can be accessed by
clicking on the web link: http:// www.gateway-distriparks.com/investor.asp . Under this
policy employees are encouraged to report financial irregularities, fraud, violation of
laws and Companys Code of conduct. The policy provides for protection of the whistle
blower for disclosures. No individual in the Company has been denied access to the Audit
Committee or its Chairman. Audit Committee has periodically reviewed the functioning of
Vigil Mechanism. The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women a 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. The Company did not receive any sexual harassment
complaints during the year.
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.
Subsidiaries / Associates
Information about subsidiaries / Associate / Joint Venture are given in Form AOC-1,
which is annexed as Annexure G to this report.
Risk Management Policy
The Board of Directors has put in place a Risk Management policy for the 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 Companys 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. The 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/investor.asp
Demat Suspense Account
|
No. of shareholders |
No. of Shares |
| No. in Suspense Account at beginning of the year |
12 |
1,237 |
| No. of shares transferred from Suspense Account during the year to IEPF |
10 |
1,013 |
|
|
|
|
|
|
| No. in Suspense Account at end of the year |
2 |
224 |
| Voting rights on above shares are frozen till claimed by rightful owner |
|
|
Voting rights on above shares are frozen till claimed by rightful owner
Pursuant to Section 129 of the Companies Act, 2013, 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 the company and its subsidiary companies. A copy
of the accounts of subsidiaries shall be made available to shareholders on request.
|
For and on behalf of the Board of Directors |
|
Prem Kishan Dass Gupta |
| Place: New Delhi |
Chairman & Managing Director |
| Date: 16 May 2018 |
DIN: 00011670 |
+91-9892691696
