Dear Members,
 
 The Directors have pleasure in presenting their report for the year
 ended 31st March 2011.
 
 A. Financial Results
 
 SL                                            2010 11        2009-10
        Particulars
 No                                      (Rs. Million)   (Rs. Million)
 
 1 Income from Operations and Other           1,915,03        1.669.70
 Income
 
 2 Profit before Interest, 
 Depreciation and                             1,013.68          831.63 
 taxes
 
 3 Interest                                      14.37           13.43
 
 4 Depreciation1                                 42.19          149.82
 
 5 Profit before Exceptional
  items & taxation                              857.12          718.43
 
 6 Provision for taxes                            8.78          (53.66)
 
 7 Profit after tax                             848.54          772.09
 
 8 Profit brought forward 
 from previous year                           1,815.67        1.560.34
 
 9 Dividend                                     648.11          577.41
 
 10 Tax on Dividend                             107.64           64.14
 
 11 Transfer to General Reserve                  84.84           77.21
 
 12 Profit carried to Balance Sheet           1.821.42        1,815.67
 
 B.  Dividend
 
 The Company has paid three Interim dividends (including Special Interim
 Dividend) totalling Rs. 5 per equity share amounting to Rs. 540.11
 million for the financial year 2010-11. Your Directors recommend Final
 Dividend of Rs.1 per equity share, amounting to Rs. 108 million for the
 financial year 2010-11. The Dividend Distribution Tax borne by the
 Company on the Interim and Final Dividends amounts to Rs. 107.64
 million.
 
 
 D. Subsidiaries:
 
 Gateway East India Private Limited (GEIPL)
 
 The Company has 100% equity shareholding in GEIPL, which is engaged in
 the business of running a CFS at Visakhapatnam. GEIPL''s Income grew by
 35% from Rs. 94.76 million to Rs 128.26 million in 2010-11. profit after
 tax for the financial year 2010-11 was Rs.11.03 million as against profit
 of Rs. 20.86 million for 2009- 10, due to higher taxes.
 
 Gateway Distriparks (South) Private Limited (GDSPL)
 
 The Company has 100% equity shareholding in GDSPL, which is engaged in
 the business of running a CFS at Chennai. Income grew by 47% from Rs.
 272.94 million to Rs. 401.79 million in 2010 -11. profit after tax for
 the financial year 2010-11 was Rs. 113.46 million as against Rs.104.60
 million for 2009-10.
 
 Gateway Rail fireight Limited (GRFL)
 
 The Company has 97.27% equity shareholding in GRFL, which is engaged in
 the business of operating container trains and rail linked ICDs in
 Northern India. Income increased to Rs. 3,226.19 million in 2010-11
 from Rs. 2,906.40 million in 2009-10. Loss for the financial year
 2010-11 was Rs. 39.91 million as against Rs. 134.73 million in 2009-10.
 The loss is after providing for depreciation / amortisation Rs.300.25
 million (2009-10: Rs. 254.67 million) on rakes, trailers and railway
 registration fees and interest on loans Rs. 174.95 million (2009-10:
 Rs. 181.10 million). During the year, Blackstone GPV Capital Partners
 (Mauritius) V-H Limited invested Rs. 3 billion by subscription to
 Compulsorily Convertible Preference shares which, on conversion, will
 entitle Blackstone to acquire between 37.27% and 49.90% of the equity
 share capital of GRFL. GRFL has 51% equity shareholding in Container
 Gateway Limited, which is yet to commence operations.
 
 Gateway Distriparks (Kerala) Limited (GDKL)
 
 The Company has 60% equity shareholding in GDKL, which is in the
 process of setting up a CFS at Kochi.  Chakiat Agencies Pvt. Ltd. holds
 40% shareholding in this Joint Venture Company. Cochin Port Trust has
 allotted 2.58 hectares of land at Vallarpadam on lease for 30 years.
 The Company is in the process of constructing a new CFS at Vallarpadam,
 where the country''s first International Container Transshipment Terminal
 has been set up. Loss for the financial year 2010-11 was Rs. 0.23
 million as against Rs.1.09 million in 2009-10.
 
 Snowman Logistics Limited (SLL)
 
 The Company has 52.19% equity shareholding in SLL (formerly known as
 Snowman Frozen Foods Limited), which operates cold stores and feet of
 refrigerated trucks at the various major cities across the country.
 SLL has a pan India presence and provides total cold chain logistics
 solutions to its customers for products like seafood, dairy products,
 ice cream, fruits & vegetables, retail and food services. In March
 2010, International Finance Corporation has invested Rs. 248.90 million
 in the equity capital of the Company.  Mitsubishi Corporation,
 Mitsubishi Logistics Corporation and Nichirei Logistics Group Inc. are
 other shareholders in SLL.
 
 SLL''s income grew by 29% from Rs. 369.02 million in 2009-10 to Rs
 475.90 million in 2010-11. profit after tax for 2010-11 was Rs. 64.45
 million as against Rs. 41.36 million for 2009-10. The Company is in the
 process of expanding its cold store capacities and refrigerated
 transport network.
 
 F.  Directors
 
 Pursuant to the provisions of Section 256 of the Companies Act, 1956,
 Mr. K.J.M. Shetty, Mr. Kirpa Ram Vij and Mr. Arun Agarwal, Directors of
 the Company, retire by rotation at the ensuing Annual General Meeting
 of the Company and being eligible, offer themselves for re-appointment.
 Your Directors recommend their re-appointment.
 
 G.  Responsibility Statement
 
 Pursuant to the requirements of Section 217 (2AA) of the Companies Act,
 1956 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, 2011, 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 Schedule Q of
 the Annual Accounts have been applied consistently and judgements 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 2011 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.
 
 i v. the annual accounts for the year ended 31st March 2011 have been
 prepared on an on-going concern basis.
 
 H. Corporate Governance
 
 As a listed Company, necessary measures are taken to comply with the
 listing agreements with the Stock Exchanges. A report on corporate
 governance and certificate of compliance from the Auditors is given as
 Annexure A of this Report.
 
 I. Listing of Equity Shares
 
 The Company''s Equity shares are listed on the Bombay Stock Exchange
 Limited, Mumbai situated at Phiroze Jeejeebhoy Tower, Dalal Street,
 Mumbai - 400 001 and the National Stock Exchange of India Ltd. situated
 at Exchange Plaza, Bandra Kurla Complex, Mumbai – 400 051. The Company
 has made up-to-date payment of the listing fees.
 
 J. Auditors
 
 M/s. Price Waterhouse, Chartered Accountants, Mumbai, Statutory
 Auditors of the Company retire at the ensuing Annual General Meeting of
 the Company and being eligible have offered themselves for
 reappointment. The Company has received letter from M/s. Price
 Waterhouse, Chartered Accountants, confirming that their appointment, if
 made, would be within the limits prescribed under Section 224(1B) of
 the Companies Act, 1956. Their comments on the accounts and notes to
 the accounts are self-explanatory.
 
 K. Statutory Information
 
 Disclosure under Section 217 (1) (e)
 
 Conservation of Energy
 
 The Company continues to give the highest priority for conservation of
 energy by using a mix of technology changes, process optimisation
 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.
 
 Disclosure under Section 217 (2A)
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act 1956, read with the Companies (Particulars of employees)
 Rules, 1975, as amended regarding employees forms part of this Report.
 
 However, as per the provisions of Section 219 of the Companies Act,
 1956, the Report and Accounts are being sent to all shareholders of the
 Company, excluding the aforesaid information. Any shareholder,
 interested in obtaining such particulars may write to the Company
 Secretary at the Registered Office of the Company.
 
 Pursuant to Section 212 of the Companies Act, 1956, 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
 
 Place: New Delhi                                     Gopinath Pillai
 
 Date:   June 14, 2011                                       Chairman