Gati Ltd Directors Report.

Dear Members,

Your Directors have great pleasure in presenting the report of the Business and Operations of your Company (‘the Company or ‘Gati), along with the audited financial statements, for the financial year ended March 31, 2019. The Consolidated Performance of your Company and its subsidiaries has been referred to wherever required.

1) Financial Highlights

(Rs in mn)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Total Income 5,424* 5,247* 18,792 18,143
Profit before Finance Cost, Depreciation & Amortization Expenses, Exceptional items & Tax Expenses 447 886 1,103 1,549
Less: Finance cost 151 194 453 470
Less : Depreciation and Amortization Expenses 40 50 295 300
Profit before tax & Exceptional items 256 643 355 780
Less: Exceptional items - 236 - 236
Profit before tax 256 407 355 544
Less: Tax expenses 13 62 124 153
Profit after tax 243 345 230 391
Attributable to
Owners of the company 243 345 183 342
Non –controlling Interest - - 47 49
Add: other comprehensive Income (net of Tax) -19 2 31 -99
Total comprehensive income 224 347 199 292
Attributable to
Owners of the company 224 347 155 244
Non –controlling Interest - - 44 49

* includes dividend Income from GKEPL

2) Dividend

Your Directors have recommended dividend of (Re. 0.80/- per share) for the financial year ended March 31, 2019 (previous year 45%), when approved will be paid out of retained earnings.

3) R eview of Operations

During the year under review, at consolidated your Company achieved a revenue of RS 18,792 mn, EBITDA of RS 1,103 mn, PBT of H 355 mn and PAT of RS 230 mn as against a revenue of RS 18,143 mn, EBITDA of RS 1,549 mn, PBT of RS 544 mn and PAT of H 391 mn respectively in the previous year.

At standalone level, your Company recorded revenue of RS 5,424 mn, EBITDA of RS 447 mn, PBT of RS 256 mn and PAT of RS 243 mn as against revenue of RS 5,247 mn, EBITDA of RS 886 mn, PBT of RS 407 mn and PAT of H 345 mn in the previous year.

4) C ompanys performance

Gati Ecommerce Business

The e-commerce retail industry in India has grown at a substantial rate, majorly driven by increasing internet penetration (450 mn + internet users in India) and smart phone usage. Some of the challenges that confront the sector and which, in a way, are shaping the ways the e-commerce retail supply chain functions include changing government policies, rising consumer expectations and amplified demand for same-day deliveries. As dynamic as it is, it is also experiencing the rise of new business models like omni channel retailing and new business models for last mile delivery like delivery through local retailers. Logistics requirements for the e-commerce retail sector are getting reshaped by continuously evolving business demands.

The ecommerce retail logistics market in India is valued at around RS 100 billion in 2018, and is projected to witness a growth of more than 30% in the coming five years and amounting to 19 lakh shipments per day, signalling an upward growth trajectory of the sector with logistics being seen as a key enabler in its growth.

During the year under review, your companys e-commerce segment strived towards increasing the share of higher weight shipments and as result saw the charged weight rise between FY 2018 and FY 2019. During the year under review, the e-Commerce division of your company has recorded revenue of RS 178 Crores as against RS 160 Crores in the previous period.

We are re-positioning ourselves for the End to End Logistics play beyond First Mile & Last Mile Business to expand into Middle Mile Transportation and e – fulfilment Warehousing. Our focus is to develop efficient solutions to address the current challenges of the industry like reaching difficult locations (e.g. East, North East, Central heartland of India). The e-commerce ecosystem is expected to progress towards collaborative logistics, and your company with its wide-ranging portfolio of services will be a formidable player in this arena.

Gati Standalone Freight Forwarding and APAC Performance

Your companys freight forwarding division, which deals in Air/Ocean freight services, coupled with Customs House agency services, saw a drop in revenues from RS 465 mn in FY 2018 to H 340 mn in FY 2019. Going forward we are strong footed in promoting Last Mile Delivery (LMD) service for all small and large e-tailers from china.

Your companys APAC subsidiary revenues stood at H 580 mn in FY 2019 compared to RS 767 mn in FY 2018. Our APAC business is eying a China-India express volume increase due to growing cross-border e-commerce. Your company will continue to support sellers on online platforms to participate in cross-border e-Commerce to grow the APAC business.

Gati Standalone Fuel Station Performance

Your Company operates in fuel station segment and associated products like motor parts and lubricants under the Standalone business. Presently, it runs five fuel stations mostly in South and Central India with the business growing from RS 2,399 mn in FY 2018 to Rs 2,921 mn in FY 2019. Our Gati Fuel station in Bengaluru completed 50 years of its successful operations this year. Your company starting deploying female staff at the Gati Fuel station, Nagasandra, Bengaluru as a showcase of its commitment towards equal opportunity and women empowerment.

Gati-Kintetsu Express Pvt Ltd. (GKEPL)

GKEPL for the last 3 decades, is Indias proven leader in imparting Express Distribution and Supply Chain Solutions and offers an unmatched service offering that blends local experience with global expertise. During the year under review, GKEPL recorded revenue of RS 12,335 mn, EBITDA of RS 754 mn and PAT of RS 270 mn against a revenue of RS 11,695 mn, EBITDA of RS 743 mn and PAT of H 310 mn in the previous year.

GKEPL for the 1st three Quarters of FY 2019 had registered a good growth across its service segments and customer verticals. In Q4 the market was sluggish, particularly,theautomobile,pharmaceutical,computers & electronics and textiles segment, which are some of the key verticals that your company operates in. The economic slowdown and consequentially the reduced business of customers had a direct impact on your companys performance in the last quarter of FY 2019.

Your company has been significantly driving strategic actions to re-position its growth by focusing on Key Enterprise accounts (KEA), Industry diversification and driving end-to-end solutions for the customers. Also, there is a significant drive on the part of your company for cost reduction & operational efficiency improvement. With the objective of inculcating the thought of ‘Quality is Everyones Shared Responsibility, there has been a continuous quality specific trainings and KAIZEN projects across the organization. With regard to the latest regulations relating to pollution control, your company has plans to purchase vehicles in compliance with the Bharat Stage (Euro) norms, i.e. BS IV Version for long haul and Electric vehicles and CNG for last mile delivery. On the operations front, your company is planning to further increase its capacity and capability by adding more pin codes & operating units to serve a larger customer base efficiently.

Gati Kausar India Ltd. (GKIL)

The Indian cold chain market was worth RS 1,121 Billion in 2018. The market is further projected to reach RS 2,618 Billion by 2024, growing at a CAGR of 14.8% during 2019-2024.

The major driving forces of this sector are:

(a) Growth in the organised food retail,

(b) Growth in the processed food sector,

(c) Consumers demanding and shifting to a healthy lifestyle

(d) Increasing demand from healthcare sector.

During the year under review, Gati Kausar recorded a revenue of RS 442 mn compared to H 390 mn in the previous year. The EBITDA improved to a positive RS 28 mn against a minus H 33 mn in the previous year.

Going forward, your company endeavours to disrupt the Cold Chain market with unmatched quality, differentiated & customized services. We added a new fleet and streamlined our operations in FY 2019 and there is continued focus to eliminate waste and have a leaner operation in the coming financial year.

Gati Import Export Trading Limited (GIETL)

Gati Import Export Trading Limited (GIETL) subsidiary is uniquely positioned to provide excellent connectivity and regional access to global enterprises and operate highly complex inventory management systems. The revenues rose from RS 792 mn in FY 2018 to RS 1,095 mn in FY 2019.

Your companys strategy is to provide high margin Importer of Record (IOR) services for overseas sellers looking to grow their e-Commerce business in India and profitable domestic services for sellers looking for customised inventory ownership model with end-to-end supply chain solutions.

Branding

Your company focused on showcasing it strengths in the end to end logistics space amongst its existing customers and potential market. There was considerable increase in the number of new kiosks and the amount of marketing support to these channel partners. We participated in various logistics industry & consumer vertical conferences and received numerous awards from industry bodies and esteemed customers. Your company also achieved a critical milestone in by opening the first ever kiosk by a logistics company at the Chennai Airport for the Excess Baggage services for airline passengers.

5) Consolidated Financial Statements (CFS)

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your company has prepared the consolidated financial statements of the company, which forms part of this Annual Report in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder, applicable accounting standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations").

A separate statement containing the salient features of financial statement of all subsidiaries of the company in the prescribed Form AOC – 1 forms a part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. The said Form also highlights the financial performance of each of the subsidiaries is included in the consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary companies are available for inspection by the members at the Registered Office of the company during the business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (‘AGM). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, and all other documents required to be attached to this report have been uploaded on the website of the Company (www.gati.com).

6) Reserves

On a standalone basis, your directors have decided to retain the entire amount of RS 242.53 mn in the retained earnings.

7) Fixed deposits (FD)

As on March 31, 2019, fixed deposits of your Company stood at RS 141.58 mn out of which RS 5.68 mn remain unclaimed and there were no overdue deposits as on that date. During the year under review, your Company has accepted deposits to the tune of H 36.69 mn There was no default in repayment of deposits or payment of interest thereon during the year and there are no deposits which are in non-compliance with the requirements of the Companies Act, 2013. The current fixed deposits carry a rating of "BBB" issued by Credit Analysis and Research Limited (CARE).

8) Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Yasuhiro Kaneda, Director, who retires by rotation and being eligible, has offer himself for re-appointment.

Further, Mr KL Chugh, Dr. PS Reddy, Mr. N Srinivasan, Mr. Sunil Alagh & Mr. PN Shukla will complete their present term as an Independent Director on August 04, 2019.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume of all the Directors proposed to be appointed / re-appointed forms part of the notes and explanatory statement to the Notice of the ensuing Annual General Meeting.

During the year under review, Mr. Manoj Gupta, Chief Financial Officer of the Company resigned w.e.f July 31, 2018 and Mr. Amit Pathak, Company Secretary and Compliance Officer of the Company resigned w.e.f December 31, 2018. Your directors place on record their sincere appreciation for the valuable contribution made by Mr. Manoj Gupta & Mr. Amit Pathak during their tenure.

During the year under review, Pursuant to Regulation 17(1A) of the Securities and Exchange Board of India Limited, the members of the Company approved the continuation of directorship of Mr. KL Chugh, Mr. N Srinivasan and Dr. PS Reddy.

Your Company has appointed Mr. Peter H. Jayakumar as the Chief Financial Officer of the Company in the board meeting held on May 28, 2019 and Mrs. T.S. Maharani as the Company Secretary of the Company w.e.f August 02, 2019 in the Board Meeting held on August 02, 2019.

Further, in the meeting held on August 02, 2019, the board approved the reappointment of Mr. KL Chugh, Mr. N Srinivasan, Mr. Sunil Alagh, Dr. PS Reddy and Mr. PN Shukla as Independent Directors of the Company for a second term of two consecutive years w.e.f August 04, 2019 subject to approval of the members at this Annual General Meeting.

The Board of Directors also appointed two Additional Directors (Non Executive & Independent), Mr Sushil Jiwarajka and Dr. Savita Date Menon w.e.f August 02, 2019.

9) Particulars of Employees and related disclosures

The remuneration paid to your Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

The information required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure –A to this report.

10) Declaration on Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, all the Independent Directors of your Company have given declaration that they have met the criteria of independence as required under the Act and the regulations.

11) Investment Committee

During the Financial Year 2018-19, The Board of Directors of your Company constituted Investment Committee with Mr. PN Shukla as the Chairman & Mr. N Srinivasan as the Member of the Committee.

The Main objective of the Investment Committee is to assist the Board and the Company in overseeing acquisitions, investments and disinvestment made by the Company and to provide oversight on key financial policies of the Company.

Investment Committee regularly monitors working of subsidiary companies and advances given to them and recommend remedial action wherever necessary.

12) Remuneration Policy

Your Directors have, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Director(s), Senior Management Personnel and their remuneration. The Remuneration Policy forms part of the Corporate Governance Report.

13) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board and in line with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The evaluation process has been explained in the Corporate Governance Report.

14)Board Committees

Detailed composition of the Board committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Investment Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

15) Audit committee

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

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

16) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, forms part of the Financial Statements.

17) Corporate Social Responsibility (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, the Board of Directors of your Company have constituted a CSR Committee.

The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the initiatives undertaken on CSR activities during the year are set out in Annexure-B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the Companys website.

During the year the Company had spent H 32.25 lakhs towards various social welfare activities which specifically did not qualify as CSR expenditure.

18) Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at www.gati. com The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

19) Meetings of the Board and Committees

Eight Meetings of the Board of Directors were held during the year. For details of the meetings of the Board, please refer to the report on Corporate Governance, which forms part of this report.

20)Vigil Mechanism

The Whistle-blower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. Further, the Whistle-blower Policy is available on the website of your company at www.gati.com.

21) Policy on prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act) and Rules made thereunder, your Company has complied with the provisions related to the Constitution of Internal Complaints Committee (ICC).

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

During the Financial Year 2018-19, one case was reported and was appropriately dealt with by the Internal Complaints Committee.

22) Familiarisation Programme for Independent Directors

Pursuant to the Listing Regulations, the Company shall familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc..

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

23) Directors Responsibility Statement

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement relating to the Company (Standalone), it is hereby confirmed:

a) That in the preparation of the Accounts for the financial year ended March 31, 2019, the applicable accounting standards and schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed along with the proper explanation relating to material departure;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit and loss of the Company for the financial year ended March 31, 2019;

c) That proper and sufficient care has been for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), for safeguarding the assets 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 the company and such internal financial controls are adequate and the Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business;

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

24) Extract of Annual Return

T he details forming part of the extract of the Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, is annexed as Annexure – C.

25) D evelopment and Implementation of

Management Policy

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

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

The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the taken Management Discussion and Analysis which forms part of this Annual Report.

26) Internal Financial Controls

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and your Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended March 31, 2019, which forms part to the Statutory Auditors Report.

27) In vestor Education and Protection Fund

Pur suant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Risk Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules), all unpaid or unclaimed dividend are required to be transferred by to the company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the share in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account created by the IEPF Authority. Accordingly, the company has transferred the unclaimed and unpaid dividend of RS 5,12,534/- pertaining to the FY 2010-11. Further, 47,160 corresponding shares were transferred as per the requirement of IEPF rules. The details are also available on our website i.e. www.gati.com.

28) Auditors

a) S tatutory Auditors

M/s. Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E), were appointed as Statutory Auditors of the Company at the 22nd AGM till the conclusion of the 27th AGM. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The standalone and consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder (Ind AS) and other accounting principles generally accepted in India.

The Auditors Report for the financial year ended March 31, 2019 on the financial statement of the Company is a part of this Annual Report. The Auditors have given a qualified opinion as described below:

On Standalone Financial Statements

(i) Auditors Qualification given in point no.

(i) Regarding income tax demand and

(ii) regarding operational advances to few parties under the head "Basis of Qualified Opinion" in the Auditors Report on standalone financial statements read with note no. 46 & 47 of the standalone financial statements are self-explanatory.

Boards Comment:

(a) Regarding Income Tax Demand: The Financial Note is self explanatory. In the unlikely event of the demand, we sustained an appeal to the High Court that MAT Credit Available in the next three accounting years would be more than the demand in question and there wouldnt be any significant cashflow in this regard.

(b) Regarding Ovedue Advances: There has been substantial recovery during the financial year and the note is self explanatory.

(ii) Independent Auditor has also drawn attention in their report for emphasis of matter read with Note No. 48 & 49 to the standalone financial statements, which is self explanatory.

On Consolidated Financial Statements

(i) Auditors Qualification given in point no. (i), (ii) and (iii) under the head "Basis of Qualified Opinion" in the Auditors Report on consolidated financial statements read with note no. 54, 55 & 57 of the consolidated financial statements are self-explanatory and do not call for any further comments.

(ii) Independent Auditor has also drawn attention in their report for emphasis of matter read with Note No. 56, 58 & 59 to the standalone financial statements, which is self explanatory.

b) Secretarial Audit

Pursuant to the provisions of Section 204 of the CompaniesAct,2013andTheCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed DVM & Associates LLP, to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit is annexed as Annexure – D. The Secretarial Auditors have given a qualified opinion which is described as below:

(a) Chief Financial Officer resigned on July 31, 2018 and the Company did not fill the vacancy within 6 months as contemplated under Section 203 of the Companies Act 2013.

(b) Compliance Officer as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has not been complied.

Boards Comment:

(a) The position of Chief Financial Officer fell vacant from 01.08.2018 to 27.05.2019 and was not filled up during the year. The new Chief Financial Officer of was appointed by the Company w.e.f May 28, 2019.

(b) The Compliance officer of the Company resigned w.e.f December 31, 2018 and was not filled up during the year. Further, the Board of Directors in its meeting held on August 02, 2019 appointed Mrs. T.S Maharani as the Company Secretary and Compliance Officer of the Company w.e.f August 02, 2019.

Further, DVM & Associates LLP, Practising Company Secretaries, carries out Reconciliation of Share Capital Audit every quarter and the report thereon is submitted to the Stock Exchanges.

29) ConservationofEnergy,TechnologyAbsorption and Foreign Exchange Earnings & Outgo

The above information as required under the Companies Act, 2013, is annexed as Annexure – E.

30) Employees Stock Option Scheme

Your Company has two Employee Stock Option Schemes namely ESOS 2006 & ESOS 2007. During the year Company allotted 1,95,342 shares pursuant to Employee Stock Options. The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations") and there have been no material changes to the schemes during the financial year 2018-19. The Company has received a certificate from the Auditors of the Company that the Schemes are implemented in accordance with the SBEB Regulations and the resolutions passed by the members. The certificate would be available at the Annual General Meeting for inspection by members. The details as required to be disclosed under the SBEB Regulations and certificate from Auditors are put on the Companys website and may be accessed at: www.gati.com.

31) Change in Capital Structure and Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). During the financial year under review, 1,95,342 equity shares were allotted on exercise of the options vested under the Employee Stock Option Scheme. Consequently, the Equity Share Capital of your Company increased from RS 21,66,93,590/- comprising of 10,83,46,795 equity shares of RS 2/- each to RS 21,70,84,274/- comprising of 10,85,42,137 equity shares of RS 2/- each as on March 31, 2019.

32) Companys Policies

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

33) Corporate Governance

Your Company is committed to maintain the high standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India. The Report on corporate governance as stipulated under the Listing Regulations, forms part of the Annual Report and is annexed as Annexure - G. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Regulations forms part of this report.

34) Management Discussion and Analysis (MD&A)

MD & A Report for the financial year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section and forms part of the Annual Report.

35) General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under 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 under any scheme save and except ESOS referred to in this Report.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

4. During the period under review, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any 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 to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India.

6. There were no material changes commitments affecting the financial position of your Company between the end of financial year (March 31, 2019) and the date of the report (August 02, 2019).

7. Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

8. The policy for determining material subsidiaries of the Company has been provided on the Companys website at www.gati.com

36) Acknowledgment

Your Directors thank various departments of Central and State Government, Organizations and 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. members, customers, dealers, vendors, Financial Institutions, banks and other business partners for the excellent support received from them during the year. Your Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
K L Chugh
Place: Hyderabad Chairman
Date: August 02, 2019 DIN: 00140124