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Gati 2009 - 2010

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ANNUAL REPORT 2009-10

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Financial HighlightsParticulars Sales Total Income Gross Profi t Before Interest, Depreciation & Tax Interest (Net) Depreciation Profi t / (Loss) Before Tax Income Tax Profi t / (Loss) After Tax Dividend on Equity Share Capital Dividend Payout Equity Share Capital Reserves & Surplus (Excl.Revaluation Reserves) Net Worth Gross Block Net Block Loan Rs / Lakhs Rs / Lakhs Rs / Lakhs Rs / Lakhs Rs / Lakhs Rs / Lakhs Rs / Lakhs Rs / Lakhs % Rs / Lakhs Rs / Lakhs Rs / Lakhs Rs / Lakhs Rs / Lakhs Rs / Lakhs Rs / Lakhs 2009-10 74,472 75,141 8,611 4,309 2,387 1,915 404 1,511 20 341 1,703 26,007 29,474 50,223 44,274 45,372 2008-09 61,808 63,033 4,466 3,541 2,301 (1,376) 129 (1,506) 1,698 25,385 27,082 51,343 46,905 47,011 2007-08 55,207 57,551 5,574 973 1,457 3,144 766 2,378 40 677 1,693 27,992 29,685 30,007 30,290 22,382

Key IndicatorsParticulars Equity Share Capital Earning Per Share Cash Earning Per Share Sales Per Share Book Value per share Debt : Equity Ratio PBDIT / Sales Net Profi t Margin Return on Networth Return on Capital Employed % % % % Rs / Lakhs Rs. Rs. Rs. Rs. 2009-10 1,703 1.78 4.68 88.38 32.59 1.64 11.56 2.03 5.45 4.76 2008-09 1,698 (1.78) 2.03 74.37 31.95 1.74 7.22 (2.44) (5.56) (7.14) 2007-08 1,693 2.99 6.33 69.31 37.27 0.75 10.10 4.31 10.04 8.55

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Board of DirectorsMr. K. L. Chugh Mr. Mahendra Agarwal Mr. Himmat Singh Lagad Dr. Ram S.Tarneja Dr. P.S.Reddy Mr. N. Srinivasan Mr. T.S.Rao Mr. Sunil Kumar Alagh Mr. Anoop Kishore Seth Chairman Managing Director & CEO Executive Director Director Director Director Director Director Director

Chief Finance Officer Mr. Saurav Banerjee Company Secretary Mr. VSN Raju Auditors M/s. R.S.Agarwala & Co., Chartered Accountants Bankers State Bank of India ICICI Bank Limited Axis Bank Limited Registered Office 1-7-293, M.G.Road Secunderabad - 500003 Andhra Pradesh, India. Email : [email protected] Tel : +91 40 27844284 Fax : +91 40 27894284 Registrars & Transfer Agents M/s. Karvy Computershare Private Limited Plot No. 17-24, Vittal Rao Nagar Madhapur, Hyderabad - 500081 Andhra Pradesh, India. Email: [email protected] Tel : +91 40 44655000, Extn.: 51, 52 Fax : +91 40 44655024

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Contents

Page No.

Notice Directors Report Report on Corporate Governance Management Discussion and Analysis Auditors Report Balance Sheet Profit and Loss Account Schedules to the Accounts Notes on Accounts Cash Flow Statement Balance Sheet Abstract Statement u/s 212(e) of the Companies Act, relating to Subsidiary Companies Auditors' Report on Consolidated Financial Statements Consolidated Balance Sheet Consolidated Profit and Loss Account Schedules to the Consolidated Accounts Notes to the Consolidated Financial Statements Consolidated Cash Flow Statement

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The annual report is also available at www.gati.com4

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NoticeNotice is hereby given that the 15th Annual General Meeting of the Company will be held on Wednesday, October 27, 2010 at 11:00 A.M at Hotel Taj Deccan, Road No. 1, Banjara Hills, Hyderabad - 500 034 to transact the following business: Ordinary Business: 1. To receive, consider and adopt the Balance Sheet as at June 30, 2010, the Profit & Loss Account for the year ended on that date and the reports of the Directors and Auditors thereon. 2. 3. To declare dividend on the equity shares of the Company. To appoint a Director in place of Mr. N Srinivasan, who retires by rotation and being eligible, offers himself for reappointment. 4. To appoint a Director in place of Mr. Sunil Kumar Alagh, who retires by rotation and being eligible, offers himself for re-appointment. 5. To appoint Statutory Auditors and Branch Auditors to hold office from conclusion of this meeting until the conclusion of next Annual General Meeting and to fix their remuneration. Special Business: 6. To consider and, if thought fit, to pass with or without modification(s), the following as a special resolution: "RESOLVED THAT in partial modification of the resolution approved at the Annual General Meeting held on October 11, 2006, pursuant to the provisions of Sections 198, 269, 309 read with Schedule XIII and all other applicable provisions, if any of the Companies Act, 1956, including any statutory modification or re-enactment thereof and subject to the prior approval of the Central Government and such other consent and approvals as may be necessary, the Company hereby approves the payment of remuneration to Mr. Mahendra Agarwal as Managing director of the Company on the terms as set out in the Explanatory Statement annexed hereto for the period commencing from July 1, 2009 till August 10, 2011 notwithstanding that the said remuneration is in excess of the ceiling limit of Rs.48,00,000 per annum or Rs.4,00,000 per month under paragraph (C ) of Part - II, Section - II of Schedule XIII to the Companies Act, 1956, in the event, the Company in any financial year during such period has no profits or its profits are inadequate. 7. To consider and if thought fit, to pass with or without modification(s), the following resolution as a special resolution. "RESOLVED that pursuant to Sections 198, 269, 309 and other applicable provisions, if any, of the Companies Act, 1956 including any statutory modifications or re-enactments thereof and subject to such consents and approvals including the approval of the Central Government, as may be necessary, the consent of the shareholders be and is hereby accorded for the appointment and remuneration payable to Mr. Himmat Singh Lagad as Whole-time Director of the Company designated as Executive Director for a period of 3 years with effect from December 01, 2009 as per the terms and conditions as stated in the explanatory statement. "RESOLVED FURTHER THAT the components of the remuneration be altered or varied, as may be mutually agreed between the Company and Mr. Himmat Singh Lagad, within the overall limits of the remuneration." RESOLVED FURTHER THAT where in any financial year, the Company has no profits or its profits are inadequate, the Company do pay to Mr Himmat Singh Lagad, Whole-time Director of the Company, remuneration by way of salary, perquisites and allowances, as stated in the explanatory statement."A n n u a l R e p o r t 2 0 0 9- 105

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To consider and if thought fit, to pass with or without modifications, the following resolution as a special resolution. "RESOLVED THAT in accordance with the provisions of Section 293(1)(e) and other applicable provisions, if any, of the Companies Act, 1956, the approval of the shareholders be and is hereby accorded for contribution to charitable and other funds not directly relating to the business of the Company or the welfare of its employees, any amount the aggregate of which will in any financial year not exceed Rs. 50 lakhs or 5% of the Company's average net profits as determined in accordance with the provisions of Sections 349 and 350 of the said Act, during the three financial years immediately preceding, whichever is greater".

Registered Office : 1-7-293, M G Road, Secunderabad - 500 003. August 18, 2010 NOTES: 1.

By order of the Board for GATI LIMITED VSN Raju Company Secretary

A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/ herself. The instrument appointing proxy should, however be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting. A proxy need not be a member. Shareholders are requested to bring their copy of Annual Report to the meeting. In accordance with the SEBI Guidelines, only abridged standalone and consolidated annual accounts for the year ended June 30, 2010 are circulated. Any member desirous of having a copy of detailed accounts may apply to the Company and copies thereof will be available for reference at the venue and date of the Annual General Meeting. The Register of Members and share transfer books will remain closed from October 25, 2010 to October 27, 2010 (both days inclusive). Pursuant to the provision of Section 205C of the Companies Act, 1956 as amended, dividend for the financial year ended June 30, 2003, and thereafter, which remain unpaid or unclaimed for a period of seven years will be transferred to the Investor Education and Protection Fund. Shareholders who have not encashed the dividend warrant(s) so far for the financial year ended June 30, 2003 or any subsequent financial years are requested to make their claim to the office of the Registrar and Transfer Agents, M/s Karvy Computershare Private Ltd. It may also be noted that once the unclaimed dividend is transferred, as above, no claim shall lie in respect thereof. a) The members who are holding shares in physical form are requested to intimate any change in their address with pin code immediately either to the Company or to the Registrar & Transfer Agent and quote folio number in all correspondence. The members who are holding shares in demat form are requested to intimate any change in their address with pin code immediately to the Depository Participant.

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b) 6.

The members who have not surrendered their old share certificates (issued by the then M/s. Transport Corporation of India Limited, now known as TCI Industries Ltd., the transferor Company, under the Scheme of Arrangement) are requested to surrender their old share certificates to M/s. TCI Industries Ltd., Mukesh Textile Mills, N A Sawant Marg, Colaba, Mumbai 400 005 to obtain their new share certificates of four companies including this Company. The shares of the Company are at pre