DRAFT RED HERRING PROSPECTUS Dated D ECEMBER 01, 2004 Please read Section 60B of the Companies Act,

1956 (The Draft Red Herring Prospectus will be updated upon RoC filing) 100% Book Building Offer

Gateway Distriparks Limited

(Incorporated on April 06, 1994, under the Companies Act, 1956 and obtained Certificate of Commencement of Business on October 24, 1994) Registered Office: R-215, First Floor, Greater Kailash Part I, New Delhi - 110048. Tel +91-11-5162 0000 Fax +91-11-5163 4588 Mumbai Office: Container Freight Station Sector 6, Dronagiri, Taluka Uran, District Raigad, Navi Mumbai 400 707 Telephone No. +91-22-2747 0520 Fax No. +91-22-2747 1854. E-mail: [email protected] Website: www.gateway-distriparks.com PUBLIC OFFER OF 21,000,000 EQUITY SHARES OF RS. 10 EACH AT A PRICE OF RS. [ ] PER EQUITY SHARE FOR CASH AGGREGATING RS. [ ] MN CONSISTING OF A FRESH ISSUE OF 11,000,000 EQUITY SHARES OF RS. 10 EACH AT A PRICE OF RS. [] FOR CASH AGGREGATING RS. [] MN AND AN OFFER FOR SALE OF 10,000,000 EQUITY SHARES OF RS. 10 EACH AT A PRICE OF RS. [] FOR CASH AGGREGATING RS. [] MN (COLLECTIVELY REFERRED TO AS THE OFFER). THE OFFER WOULD CONSTITUTE 28% OF THE FULLY DILUTED POST OFFER PAID-UP CAPITAL OF GATEWAY DISTRIPARKS LIMITED (THE "COMPANY" / "GDL"). PRICE BAND: Rs. [] TO Rs. [] PER EQUITY SHARE OF FACE VALUE OF RS. 10 THE OFFER PRICE IS [] TIMES OF THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND [] TIMES OF THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND. In case of revision in the Price Band, the Bidding Period will be extended for three additional days after revision of the Price Band subject to the Bidding Period/Offer Period not exceeding 13 days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to The Stock Exchange, Mumbai, ("BSE") and the National Stock Exchange of India Limited ("NSE") by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers and at the terminals of the Syndicate. The Offer is being made through a 100% Book Building Process wherein not more than 50% of the Offer shall be allocated on a discretionary basis to Qualified Institutional Buyers, not less than 25% of the Offer shall be allocated to Non-Institutional Investors and not less than 25% of the Offer shall be allocated to Retail Investors on a proportionate basis, subject to valid bids being received within the price band.

RISK IN RELATION TO FIRST OFFER

This being the first Offer of the Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs. 10 and the Offer Price is [] times the face value. The Offer Price (as determined by the Company and Selling Shareholders in consultation with the Book Running Lead Managers, on the basis of assessment of market demand for the Equity Shares by way of Book Building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of the Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Offering. For taking an investment decision, investors must rely on their own examination of the Company and the Offer including the risks involved. The Equity Shares offered in the Offer have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the statements in Risk Factors beginning on page i of this Draft Red Herring Prospectus. COMPANYS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY The Company and the Selling Shareholders having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to GDL and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares Offered through this Draft Red Herring Prospectus is proposed to be listed on the BSE and NSE. The Company has received in-principle approval from these Stock Exchanges for listing of the Equity Shares pursuant to letters dated [] and [] respectively. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER

IL&FS Investsmart Limited The ILFS Financial Centre, Plot C-22, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051 Tel: +91-22-2653 3333 Fax: +91-22-2653 3075 Email: [email protected]

Intime Spectrum Registry Limited C-13, Pannalal Silk Mills Compound Kantilal Maganlal Industrial Estate LBS Marg Bhandup (W) Mumbai 400 078 Tel : 5555 5454 Fax : 5555 5353 Email : [email protected]

OFFER PROGRAMME BID / OFFER OPENS ON

[]

BID / OFFER CLOSES ON

[]

Table of Contents ABBREVIATIONS AND DEFINITIONS CERTAIN CONVENTION USE OF MARKET DATA FORWARD-LOOKING STATEMENTS RISK FACTORS SUMMARY THE OFFER GENERAL INFORMATION CAPITAL STRUCTURE OBJECTS OF THE OFFER INDUSTRY BUSINESS BRIEF HISTORY OF THE COMPANY MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION SUBSIDIARIES OF THE COMPANY MANAGEMENT PROMOTERS & THEIR BACKGROUND REGULATORY APPROVALS OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS BASIS FOR OFFER PRICE AUDITORS REPORT FOR GATEWAY DISTRIPARKS LTD. AUDITORS REPORT FOR INDEV WAREHOUSING CONTAINER SERVICES PVT. LTD. TAX BENEFITS OTHER REGULATORY DISCLOSURES TERMS OF THE OFFER OFFER STRUCTURE OFFER PROCEDURE

Page A F G i 1 5 6 20 29 34 41 48 53

64 66 83 121 123 133 135 158

164 174 176 179 181

STATUTORY AND OTHER INFORMATION MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION DECLARATION

199 205 223 226

ABBREVIATIONS AND DEFINITIONS ABBREVIATIONS Abbreviation AS BSE CAGR CDSL CFS CHA CIDCO CWCL EGM EPS ESOP FCL FCNR Account FEMA FEU FIPB FY / Fiscal GAAP GEIPL GIR Number GoI H&T HUF ICD IDFC IIL IMC IPO IWCSPL JNP JNPCT JNPT Kotak / KMCC KSPLL LCL NAV NRE Account NRO Account NSDL NSE NSICT O&M P/E Ratio PAN PAT PHL PIPL Railways RoC RONW

Full Form Accounting Standards as issued by the Institute of Chartered Accountants of India The Stock Exchange, Mumbai Compounded Annual Growth Rate Central Depository Services (India) Ltd. Container Freight Station Custom House Agent City and Industrial Development Corporation of Maharashtra Ltd. Continental Warehousing Corporation Limited Extraordinary General Meeting Earnings Per Equity Share Employee Stock Option Scheme of the Company Full Container Load Foreign Currency Non Resident Account Foreign Exchange Management Act, 1999 Forty Feet Equivalent Unit Foreign Investment Promotion Board, Ministry of Finance and Company Affairs, GoI Financial year ending March 31 Generally Accepted Accounting Principles Gateway East India Pvt. Limited General Index Registry Number Government of India Handling and Transportation Hindu Undivided Family Inland Container Depot Infrastructure Development Finance Company Limited IL & FS Investsmart Limited Inter-Ministerial Committee Initial Public Offering Indev Warehouse and Container Services Private Limited Jawaharlal Nehru Port comprising of JNPCT and NSICT. Jawaharlal Nehru Port Container Terminal Jawaharlal Nehru Port Trust Kotak Mahindra Capital Co Limited KSP Logistics Limited Less than Container Load Net Asset Value Non Resident External Account Non Resident Ordinary Account National Securities Depository Ltd. National Stock Exchange of India Ltd. Nhava Sheva International Container Terminal Operations and Maintenance Price/Earnings Ratio Permanent Account Number Profits after taxation Parameswara Holdings Limited Prism International Private Limited The Indian Railways. Registrar of Companies, NCT of Delhi and Haryana Return on Net Worth

TCL TEU TIHML WIPL

Thakral Corporation Limited Twenty Feet Equivalent Unit Thakral Investments Holding (Mauritius) Limited Windmill International Pte. Limited

DEFINITIONS Term GDL or the Company or Gateway Distriparks Limited or Issuer Company Offer Related Terms Term Allotment Aranda Description Unless the context otherwise requires, issue / transfer of equity shares pursuant to this Offer. Aranda Investments (Mauritius) Pte Limited, a company incorporated under th the laws of Mauritius and having its principal place of business at 4 Floor, Les Cascades Building, Edith Cavell Street, Port Louis, Republic of Mauritius (a wholly owned subsidiary of Temasek Holdings Pte. Ltd.). Articles of Association of Gateway Distriparks Limited. The statutory auditors of the Company Price Waterhouse. [ ] An offer made during the Bidding Period by a prospective investor to subscribe to Equity Shares of the Company at a price within the Price Band, including all revisions and modifications thereto. The highest value of the optional Bids indicated in the Bid cum Application Form and payable by the Bidder on submission of the Bid in the Offer. The date after which the members of the Syndicate will not accept any Bids for the Offer, which shall be notified in a widely circulated English national newspaper and Hindi national newspaper and a regional language daily circulated at the place where the registered office of the Company is situated. The form in terms of which the Bidder shall make an offer to purchase the Equity Shares of the Company and which will be considered as the application for the Offer of Equity Shares in terms of this Draft Red Herring Prospectus. The date on which the members of the Syndicate shall start accepting Bids for the Offer, which shall be the date notified in an English national newspaper and a Hindi national newspaper and a regional language daily circulated at the place where the registered office of the Company is situated. Any prospective investor who makes a Bid pursuant to the terms of this Draft Red Herring Prospectus. The period between the Bid/Offer Opening Date and the Bid/Offer Closing Date inclusive of both days and during which prospective Bidders can submit their Bids. The Board of Directors of Gateway Distriparks Limited or a committee thereof. Book building route as provided under Chapter XI of the SEBI Guidelines, in terms of which the Offer is made. Book Running Lead Managers to the Offer, in this case being IIL & Kotak (Collectively being referred to as BRLMs). Description Gateway Distriparks Limited, a public limited company incorporated under the Companies Act, 1956.

Articles/Articles Association/ AoA Auditors Banker(s) to the Offer Bid

of

Bid Amount Bid / Offer Closing Date

Bid cum Application Form

Bid / Offer Opening Date

Bidder Bidding / Offer Period

Board of Directors Board Book Building Process BRLMs/ Book Lead Managers

Running

Term CAN/ Confirmation Allocation Note Cap Price Mumbai Office of

Description Means the note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares in the Book Building Process. The higher end of the Price Band, above which the Offer Price will not be finalised and above which no Bids will be accepted. Mumbai Office means the corporate office of the Company located at Container Freight Station Sector 6, Dronagiri, Taluka Uran, District Raigad, Navi Mumbai - 400 707. The Companies Act, 1956 as amended from time to time. Cut-off refers to any price within the Price Band. A Bid submitted at Cut-off is a valid Bid at all price levels within the Price Band. The Depositories Act, 1996, as amended from time to time. A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time. A depository participant as defined under the Depositories Act. The date on which funds are transferred from the Escrow Accountto the Public Offer Account after the Prospectus is filed with the RoC, following which the Board of Directors shall allot/transfer Equity Shares to successful bidders. Designated Stock Exchange shall mean The Stock Exchange, Mumbai (BSE). Director(s) of Gateway Distriparks Limited unless otherwise specified. Means this Draft Red Herring Prospectus issued in accordance with Section 60B of the Companies Act, which does not have complete particulars on the price at which the Equity Shares are issued and size of the Offer. It carries the same obligations as are applicable in case of a Prospectus and will be filed with RoC at least three days before the opening of the Offer. It will become a Prospectus after filing with Registrar of Companies after the pricing and allocation. Equity Shares of the Company of Face Value Rs. 10 each unless otherwise specified in the context thereof. Account opened with an Escrow Collection Bank(s) and in whose favour the Bidder will issue cheques or drafts in respect of the Bid Amount when submitting a Bid. Agreement entered into amongst the Company, the Selling Shareholders, the Registrar, the Escrow Collection Bank(s), the BRLMs and the Syndicate Members for collection of the Bid Amounts and refunds (if any) of the amounts collected to the Bidders. The banks at which the Escrow Account of the Company will be opened and which will act as such in terms of this Draft Red Herring Prospectus and the Escrow Agreement. Foreign Exchange Management Act, 1999, as amended from time to time, and the regulations framed there under. Foreign Institutional Investor (as defined under FEMA (transfer or issue of Security by a Person Resident outside India) Regulations, 2000) registered with SEBI under applicable laws in India. Period of twelve months ended March 31 of that particular year. The Bidder whose name appears first in the Bid cum Application Form or Revision Form. The lower end of the Price Band, below which the Offer Price will not be finalised and below which no Bids will be accepted. Issue of 11,000,000 new Equity Shares by the Company. The Income-Tax Act, 1961, as amended from time to time.

Companies Act Cut-off Depositories Act Depository Depository Participant Designated Date

Designated Exchange Director(s) Draft Red Prospectus

Stock

Herring

Equity Shares Escrow Account

Escrow Agreement

Escrow Bank(s) FEMA FII

Collection

Financial Year/Fiscal/FY First Bidder Floor Price Fresh Issue I.T. Act

Term IRDA Indian GAAP Margin Amount Memorandum / Memorandum of Association/ MoA Non Residents Non-Institutional Bidders Non-Institutional Portion NRI / Indian Non-Resident

Description The Insurance Regulatory and Development Authority, constituted under the Insurance Regulatory and Development Authority Act, 1999. Generally accepted accounting principles in India. The amount paid by the Bidder at the time of submission of his/her Bid, being 0% to 100% of the Bid Amount. The Memorandum of Association of Gateway Distriparks Limited.

NTSC Group OCB/Overseas Corporate Body

Offer for Sale Offer Price

Offer/ Offer

Offering/

Public

Non-Resident is a person resident outside India. All Bidders that are not eligible Qualified Institutional Buyers for this Offer or Retail Bidders who have bid for an amount more than Rs 50,000. The portion of the Offer being a minimum of 5.25 mn Equity Shares of face value of Rs. 10 each available for allocation to Non-Institutional Bidders. Non-Resident Indian, is a person resident outside India, as defined under FEMA and who is a citizen of India or a Person of Indian Origin under FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. PIPL and Mr. Prem Kishan Gupta A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. Offer for sale of upto 10,000,000 Equity Shares by the Selling Shareholders. The final price at which Equity Shares will be issued in terms of this Draft Red Herring Prospectus, as determined by the Company in consultation with the BRLMs, on the Pricing Date. Comprises Fresh Issue by GDL and Offer for Sale by Selling Shareholders. The last date specified in the CAN sent to Bidders. This term means (i) with respect to Bidders whose Margin Amount is 100% of the Bid Amount, the period commencing on the Bid/Offer Opening Date and extending until the Bid/Offer Closing Date, and (ii) with respect to Bidders whose Margin Amount is less than 100% of the Bid Amount, the period commencing on the Bid/Offer Opening Date and extending until the closure of the Pay-in Date. Being the price band of a minimum price (Floor Price) of Rs. [ ] and the maximum price (Cap Price) of Rs. [ ] and includes revisions thereof. The date on which the Company in consultation with the BRLMs finalise the Offer Price. PHL, TCL, TIHML, KSPLL, WIPL, PIPL, and Mr. Prem Kishan Gupta. The Prospectus, filed with the RoC containing, inter alia, the Offer Price that is determined at the end of the Book Building Process, the size of the Offer and certain other information. Account opened with the Banker(s) to the Offer to receive monies from the Escrow Account for the Offer on the Designated Date. Public financial institutions as specified in Section 4A of the Companies Act, FIIs, scheduled commercial banks, mutual funds registered with SEBI, multilateral and bilateral development financial institutions, venture capital funds registered with SEBI, foreign venture capital investors registered with SEBI, state industrial development corporations, insurance companies registered with IRDA, provident funds with minimum corpus of Rs. 250 mn and pension funds with minimum corpus of Rs. 250 mn.

Pay-in Date Pay-in-Period

Price Band Pricing Date Promoters Prospectus

Public Offer Account Qualified Institutional Buyers or QIBs

Term RBI Registered Office of the Company Registrar /Registrar to the Offer Retail Bidders Retail Portion Revision Form

Description The Reserve Bank of India, constituted under the Reserve Bank of India Act, 1934. R-215, First Floor, Greater Kailash Part I, New Delhi 110048. Registrar to the Offer, Intime Spectrum Registry Ltd. Individual Bidders (including HUFs and NRIs) who have not Bid for an amount exceeding Rs. 50,000/- in any of the bidding options in the Offer. The portion of the Offer being minimum of 5.25 mn Equity Shares of Face Value of Rs.10 each available for allocation to Retail Bidder(s). The form used by the Bidders to modify the quantity of Equity Shares or the Bid Price in any of their Bid cum Application Forms or any previous Revision Form(s). Securities Contracts (Regulation) Rules, 1957, as amended from time to time. The Securities and Exchange Board of India, constituted under the SEBI Act. Securities and Exchange Board of India Act, 1992 as amended from time to time. SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by SEBI on January 27, 2000, as amended, including instructions and clarifications issued by SEBI from time to time. WIPL, PHL, TCL, TIHML, PIPL, and IDFC. BSE and NSE. The BRLMs and the Syndicate Members. The agreement to be entered into among the Company, the Selling Shareholders and the members of the Syndicate, in relation to the collection of Bids in this Offer. Kotak Securities Ltd. TCL and TIHML The slip or document issued by the members of the Syndicate to the Bidder as proof of registration of the Bid. The BRLMs and Syndicate Members. The Agreement among the Syndicate, the Selling Shareholders and the Company to be entered into on or after the Pricing Date. WIPL and KSPLL

SCRR SEBI SEBI Act SEBI Guidelines

Selling Shareholders Stock Exchanges Syndicate Syndicate Agreement

Syndicate Members Thakral Group TRS or Transaction Registration Slip Underwriters Underwriting Agreement Windmill Group Business Terms Consolidator Dwell Time

Consolidators are business entities that consolidate out-bound cargo so as to export as fully loaded containers. Duration for which a container lies at the CFS / ICD.

CERTAIN CONVENTIONS; USE OF MARKET DATA

Unless stated otherwise, the financial data in this Draft Red Herring Prospectus is derived from the restated unconsolidated financial statements as of and for the fiscal years ended March 31, 2000, 2001, 2002, 2003 and 2004, all prepared in accordance with Indian GAAP and included elsewhere in this Draft Red Herring Prospectus. Unless stated otherwise, the operational data in this Draft Red Herring Prospectus is presented on a consolidated basis and includes the operations of the Company and its subsidiaries. The fiscal year commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year are to the twelve-month period ended March 31 of that year. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding. Unless the context otherwise requires, all references to one gender also refers to another gender. References to allotment of Equity Shares in this Offer, unless the context otherwise requires, shall also include a reference to transfer of Equity Shares. For additional definitions used in this Draft Red Herring Prospectus, see the section Definitions and Abbreviations on page A of this Draft Red herring Prospectus. In the section titled Main Provisions of Articles of Association at page 205 of this Draft Red Herring Prospectus, defined terms have the meaning given to such terms in the Articles of Association of the Company. All references to India contained in this Draft Red Herring Prospectus are to the Republic of India. All references to Rupees or Rs. are to Indian Rupees, the official currency of the Republic of India. All references to S$ are to Singapore Dollars, the official currency of the Republic of Singapore. For additional definitions, please see the section titled Abbreviations and Definitions on page A of this Red Herring Prospectus. Unless stated otherwise, industry data used throughout this Draft Red Herring Prospectus has been obtained from CMIE, EXIM and from industry publications. Industry publications generally state that the information contained in those publications has been obtained form sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Company and the Selling Shareholder believe that industry data used in this Draft Red Herring Prospectus is reliable; it has not been independently verified.

FORWARD-LOOKING STATEMENTS The Company has included statements in this Draft Red Herring Prospectus which contain words or phrases such as will, aim, will likely result, believe, expect, will continue, anticipate, estimate, intend, plan, contemplate, seek to, future, objective, goal, project, should, will pursue and similar expressions or variations of such expressions, that are forward-looking statements. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with the expectations of the Company with respect to, but not limited to, the ability of the Company to successfully implement the strategy, growth and expansion, technological changes, exposure to market risks, general economic and political conditions in India which have an impact on the business activities or investments, the monetary and interest policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in the industry. For further discussion of factors that could cause the actual results to differ, see the section entitled Risk Factors beginning on page i of this Draft Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from the estimates. Neither the Company nor the Selling Shareholders nor the members of the Syndicate, nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the Company and the BRLMs will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges.

CURRENCY OF PRESENTATION In this Draft Red Herring Prospectus, all references to Rupees and Rs. are to the legal currency of India. In this Draft Red Herring Prospectus, foreign currency amounts have been translated into Rupees for each period and presented solely to comply with the requirements of Clause 6.8.4 of the SEBI Guidelines. Investors are cautioned to not rely on such translated amounts. The translations should not be considered as a representation that such foreign currency amounts have been, could have been or could be converted into Rupees at any particular rate, the rate stated elsewhere in this Draft Red Herring Prospectus, or at all. The currency conversion rates are taken from the website www.x-rates.com

Currency conversion Year ended March 31 1. US $ 2. Singapore $ 3. Japanese Yen 4. Hong Kong $ Year ended June 30 1. Singapore $ Year ended December 31 1. 2. US $ Singapore $

2004 Year end Average 43.4000 25.9104 0.4166 5.5691 45.9600 26.5619 0.4071 5.9057

2003 Year end Average 47.5300 26.9368 0.4026 6.0940 48.4224 27.5970 0.3976 6.2084

2002 Year End 48.8300 26.5020 0.3680 6.26026 Average 47.7112 26.3231 0.3821 6.1174

26.6918

26.4145

26.3517

27.4235

27.6954

26.6480

2003 2002 Year end Average Year end Average 45.0500 46.5908 48.0000 48.6218 26.8099 26.9508 27.6625 27.1643

2001 Year end Average 48.2700 47.2233 26.1343 26.3461

Any percentage amounts, as set forth in Risk Factors, Business Segment, Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Draft Red Herring Prospectus, unless otherwise indicated, have been calculated on the basis of the Rupee amounts derived from the Companys financial statements prepared in accordance with the Indian GAAP and not on the basis of any translated Rupee amount presented solely pursuant to SEBI requirements. Calculation of percentage amounts on the basis of Rupee amounts may lead to results that are different, in a material way, from those calculated as per foreign currency amounts.

RISK FACTORS An investment in equity shares involves a high degree of risk. The investor should carefully consider all of the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in the Equity Shares of the Company. If any of the following risks actually occur, the business, results of operations and financial condition could suffer, the trading price of the Equity Shares of the Company could decline, and the investor may lose all or part of his/her investment. Internal Risk Factors 1. GDL depends on two major types of customers for its revenues, viz. shipping lines and consolidators. Both shipping lines and consolidators are concentrated among a few large players who control the market. Hence, GDL is dependent on its relationship with these large players for its business GDL is a facilitator in the export/ import logistics chain and its success depends on its relationship both with the shipping lines and consolidators. This depends to a large extent on the range of the services offered by GDL, the quality and timeliness of the services offered and GDLs ability to retain shipping lines/consolidators. If the range or quality of services decreases, or if there is an increase in competition and GDL is unable to retain customers, the revenues of GDL may be adversely affected.

2.

The average revenue earned by GDL for handling import containers is higher than the average revenue earned by GDL for handling export containers. However, the ratio of export to import containers is not within GDL's control. Any change in the ratio of import/export in favour of higher exports could have an adverse impact on GDLs revenues and profitability. The revenue earned by GDL from handling import containers is higher than that earned by GDL from handling export containers, primarily on account of ground rent. GDL earns ground rent from storage of import containers pending clearance. No ground rent is earned on export containers in the normal course of business, as it is GDL's responsibility to clear the export consignment. Historically, Indian imports have been higher than exports. JNP, by virtue of being the premier container port of India reflects the same trend. The following table details GDL's mix with regards to import containers and export containers over the last three years.

Particulars

2003-04 TEUs % age 33,941 89,644 6,760 26.04% 68.77% 5.19%

2002-03 TEUs % age 19,313 68,022 5,550 92,885 20.79% 73.23% 5.98% 100.00%

2001-02 TEUs % age 16,398 57,143 6,566 80,107 20.47% 71.33% 8.20% 100.00%

Exports Imports Others*

TOTAL 1,30,345 100.00% * Others include buffer yard / empty containers

Consequently a reversal of this trend of higher imports than exports could have an adverse impact on GDLs revenues and profitability. 3. There has been a consistent decline in the operating margin over the last three years, dropping from 52.32% in 2001-02 to 48.92% in 2002-03 and further to 46.78% in 2003-04.

The operations of GDL are highly dependent on movement of containers within the facility and between the port and CFS. GDL has during the last three years absorbed all cost increases and has not revised tariff rates. Over the last three years transportation cost as a percentage to total income has risen from 17.96% in 2001-02 to 21.37% in 2003-04. The ratio of export containers handled by GDL to import containers also impacts the operating margin of GDL. Revenue from exports are lower than that the revenue from imports and hence a change in the revenue mix in favour of exports also negatively affects the operating margin. Export containers as a percentage to total containers have increased from 20.59% in 2001-02 to 26.04% in 2003-04. Another factor that has an impact on the operating margins of GDL is dwell time. A reduction in dwell time results in a fall in the average revenue earned per container and hence has a negative impact on operating margins. However, reduction/improvement in dwell time also results in spare capacity and increased throughput leading to an overall increase in the gross total income of GDL. 4. The Navi Mumbai operations of GDL are an extension of the JNP in terms of the services offered. Hence, the growth of the Navi Mumbai operations is directly linked to the growth at JNP. The business potential of GDLs Navi Mumbai operations is directly related to the operations of JNP. JNP is a major port in India and has accounted for 52.40% of the total containerised traffic movement in the year 2002-03. JNPT has in the last 6 years (1996-97 to 2002-03) recorded a CAGR of 28.50% in volume growth as against an all India growth rate of 13.35% during the same period. (Source:CMIE, Industry Reports) JNP has pioneered the concept of privatising port operations in order to improve infrastructure and throughput. It has gradually expanded in the past to attain a capacity of 2.27 mn TEUs during the year 2003-04[source: Exim India] and has now awarded a contract to commence work on terminal III, which is likely to be completed in 2005-06. The third terminal will increase JNP's capacity by 1.30 mn th TEUs. [Source: Exim, JNPT 15 Anniversary Issue] If JNPs expansion plans are delayed or completely stalled growth in the revenues and profitability of GDL may be adversely impacted. 5. GDL places heavy reliance on contract labour for the performance of many of its operations. GDL relies heavily on contract labourers for performance of many its operations. GDL is registered as a principal employer under the Contract Labour (Regulation and Abolition) Act. As on September 30, 2004, about 797 and 14 contract labourers are engaged through contractors at the CFS at Navi Mumbai and Garhi Harsaru respectively. However, on an application made by the contract labourers an Industrial Court or Tribunal may direct that the contract labourers are required to be regularized or absorbed. Further, the state government may prohibit employment of contract labour. If either of the above should occur, GDL may require to take employees on its payroll thereby increasing its expenses and adversely affecting its profitability. 6. GDL presently pays only minimum alternate tax, claiming a 10-year tax holiday under section 80-IA (4)(I). However, there is no certainty as to the tax treatment that may be finally accorded by the tax authorities. The Company has taken the view that the requirements of Section 80-IA(4)(i) of the Income Tax Act have been fulfilled and the Company is eligible for a tax holiday under the Income Tax Act in respect of its CFS operations as being an infrastructure facility. Hence, GDL has claimed a tax holiday as provided for by the said provision of the IT Act. GDL has also obtained an opinion from Sohrab E Dastur, senior advocate and M/s. Bansi S. Mehta & Co., Chartered Accountants, that it fulfils the provisions and is entitled to claim a tax holiday under Section 80-IA (4)(i). The income tax authorities may conclude otherwise which may result in such a tax holiday being denied and this would result in

ii

increased tax liabilities of GDL of approximately Rs. 109.66 mn in relation to these assessement years. GDLs after tax profits in the subsequent years may also consequently decline. 7. Cash flow for the financial year ended March 31, 2004 is negative GDL had cash & equivalents of Rs 67.50 mn as on April 01, 2003. During the year 2003-04, GDL generated cash surplus of Rs 263.47 mn. The cash flow was negative for the year on account of acquisition of fixed assets of Rs 101.21 mn and payment of dividend (including dividend tax) of Rs 167.66 mn. There can be no assurance that the cash flow in the subsequent years will be positive. 8. The Objects of the Offer for which the funds are being raised has not been appraised by any bank or financial institution In the absence of any appraisal by any bank or financial institution for the funds required by GDL, the deployment of funds raised through the Fresh Issue as stated in the section titled Objects of the Offer are as per the estimates of GDL approved by the Board of Directors. 9. GDL has not yet executed the required definitive agreements or arrangements for fully utilizing Offer proceeds.

10. GDL owns 45.58 acres of land at Inland Container Depot ("ICD") Garhi of which 33.63 acres (i.e. 73.78%) of land is agricultural land, and cannot be used for the purpose of business or commercial activities. The facility at ICD is located over 45.58 acres of land. Of this 11.95 acre of land is converted for nonagricultural purposes. GDL has yet to make an application for conversion of the remaining 33.63 acres of land from agricultural purposes to non-agricultural purposes. In the event that GDL fails to get the land converted for non-agricultural purposes, it shall not be able to put this land for effective commercial use. Non-conversion of land for non-agricltural purposes may impact the long term expansion prospect of the GDL. 11. Nonreceipt of government and other regulatory approvals may affect GDL's proposed expansion plan GDL has applied to the Northern Railways and the Ministry of Railways for permission to set up a railway siding at Garhi Harsaru and for transport clearance respectively vide its letters dated April 29, 2004. The Railways, vide its letter dated September 22, 2004, has given an in-principle approval for the rail siding. The final approval is still awaited. GDL may not receive the final approval and this may affect GDLs proposed expansion plan as it may then have to depend on others to transport the cargo and it may also lose out on revenue it may otherwise earn. GDL has not yet applied for and/or received all the government and other regulatory approvals required with regards to the new businesses at the ICD at Garhi Harsaru and the CFS at Vishakapatnam being set-up by GDL and the proposed warehouse to be constructed at CFS Navi Mumbai. In case of non-receipt or delayed receipt of the same, GDL may not be able to implement the proposed expansion plan as scheduled, which may lead to cost overruns and which may have an adverse impact on the growth and financial condition of GDL.

12. In order to enhance its capabilities and address gaps in industry expertise and geographic coverage, GDL may undertake strategic acquisitions, which may prove to be difficult to integrate and manage or may not be successful. GDL may pursue strategic acquisition opportunities to enhance its capabilities and address gaps in industry expertise and geographic coverage. It is possible that GDL may not identify suitable acquisition or investment candidates or joint venture partners, or if it does identify suitable candidates

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or partners, it may not complete those transactions on terms commercially acceptable to GDL or at all. Further, the amount of funds required for acquisition is uncertain. The inability to identify suitable acquisition targets or investments or joint ventures or the inability to complete such transactions may adversely affect GDLs competitiveness or its growth prospects. If it acquires another company, it could have difficulty in assimilating that companys personnel, operations and technology. In addition, the key personnel of the acquired company may decide not to work with GDL. In some cases, it could have difficulty in integrating the acquired products, services or technologies into its operations. These difficulties could disrupt GDLs ongoing business, distract GDLs management and employees and increase its expenses thus adversely impacting its business, revenues and profitability. 13. GDL's business plans may need substantial capital and additional financing in the form of debt and/or equity. The CFS/ ICD business is capital intensive in nature. While GDLs proposed business plans are partly being funded through this Offer and partly through internal cash accruals, the actual amount and timing of GDLs future cash requirements may differ from estimates including but not limited to unforeseen delays or cost overruns, unanticipated expenses, market developments or new opportunities in the industry.

14. GDL plans to grow both organically and through acquisitions. Such acquisitions will require additional funding for which GDL may incur further borrowings. GDL had a long term debt equity ratio of 0.14 as on March 31, 2004. To meet its funding requirements for acquisitions in the near future, GDL may incur additional debt. This may result in a variation of the above debt: equity ratio level. Further, there could no assurance that the Company would be able to secure adequate borrowing and at attractive terms.

15. Any future equity offerings by GDL or the issue of Equity Shares pursuant to exercise of stock options under the ESOP may lead to dilution of investor shareholding in GDL or affect the market price of the Equity Shares. GDL had adopted an ESOP as a means to reward and motivate its employees. Investors may experience dilution of their shareholding to the extent that GDL makes future equity offerings or issues Equity Shares pursuant to the exercise of stock options under the ESOP.

16. GDL may not be able to hire and retain sufficient numbers of qualified professional personnel that GDL need to succeed because these personnel are limited in number and in high demand. If GDL fails to hire and retain sufficient numbers of qualified personnel for functions such as finance, marketing and sales, information technology, human resources and management personnel, GDLs business, operating results and financial condition could be harmed. The success of GDLs business will depend on its ability to identify, attract, hire, train, retain and motivate skilled personnel. Competition for qualified professional personnel is intense as these personnel are in limited supply particularly as Indias economy continues to grow and mature. GDL might not be able to hire and retain sufficient numbers of such personnel to grow its business. There can be no assurance that GDL will be able to successfully attract or retain sufficiently qualified personnel. 17. Although GDL is insured against the risk of damage to equipment, employees and third parties, the actual liabilities may exceed GDLs insurance coverage. GDLs business operations involve storage, handling and transportation of goods belonging to third parties. GDL could face claims for substantial damage in the event of either loss / pilferage /

iv

mishandling of goods. No assurance can be given that the various insurance policies including the special contingency policy taken by GDL will be sufficient to cover one or more large claims.

18. The principal shareholders of GDL will continue to have the right to appoint certain corporate actions even after the completion of this Offer. Under the Shareholders Agreement, following the completion of the Offer, the principal shareholders of GDL will continue to exercise certain special rights with regard to the operations of GDL. These include the requirement of representatives of Thakral Group, Windmill Group, PHL or NTSC (being at least two in number) and a representative of IDFC, to constitute a quorum of a shareholders meeting of GDL and the requirement of one representative of IDFC to be present to constitute a quorum for a meeting of the board of directors. Further, the right to approve significant actions at Board and at shareholders meetings requires the affirmative vote of members holding between them at least 75% of the paid up shares of GDL. Such significant actions include any alteration of the Memorandum and Articles; any alteration in respect of the capital structure of GDL; any change in the business, or undertaking any business other than the existing business; any diversification, modernisation or substantial expansion in the business; the setting up of any subsidiary, or acquisition or disposal of any subsidiary or of any share in any subsidiary; and a public issue of shares with a view to obtaining the listing of GDL on any stock exchange. The principal shareholders also have the right to appoint directors on the board of GDL. For further details please refer to Section "Brief History of Company" at page number 48. There can be no assurance that the principal shareholders will not have conflicts of interest with the other shareholders. Any such conflicts may adversely affect the ability of GDL to execute its business strategy or to operate its business. 19. There are certain customary restrictive covenants in the agreements GDL has entered into with certain banks and financial institutions. GDL has entered into agreements with certain banks for long term/short term borrowings for which GDLs fixed assets and / or immovable properties have been charged. Some of these agreements contain customary restrictive covenants that require GDL to obtain prior permission from the concerned banks/financial institutions prior to undertaking activities such as new projects, diversification, modernization, issue of Equity Shares, change in capital structure, change in management, reduction in Promoters existing shareholding, etc. If the consent of the concerned banks and financial institutions is not forthcoming GDL's ability to undertake the above mentioned activities may be affected. GDL cannot assure investors that such consent will be forthcoming. 20. There is outstanding litigation involving the Company, the Promoters, Directors, and group companies. For further details in this regard, please refer to the section on Outstanding Litigation at page 123 of this Draft Red Herring Prospectus Litigation in respect of GDL, the Promoters and the Directors a) GDL

GDL has filed an income tax appeal with the Income Tax Appellate Tribunal, Mumbai in respect of interest of Rs. 24,45,881 earned during the said assessment year 1998-99 on certain short term deposits which the Assistant Commissioner of Income Tax included as part of the income of GDL (despite GDL having not commenced business). b) Promoters Mr. P.K. Gupta, the Managing Director of GDL, has been implicated in a criminal conspiracy chargesheet filed by the Central Bureau of Investigation against Mr. Muneshwar Singh (prime accused). The alleged criminal conspiracy is in relation to the clearance of certain newsprint consignments from Mumbai and Vizag docks and diverting the same to Delhi and Calcutta for sale illegally. c) Directors A chargesheet has been filed by the Central Bureau of Investigation against various officials of the JNPT, including Mr. M.P. Pinto who was the Chairman of JNPT at the relevant time in the relation to tenders being invited for a transport contract. A criminal miscellaneous petition has been filed by Mr. Gopinath Pillai, the Chairman of the Company, alongwith Edutech Informatics (I) Pvt. Ltd. and its other office bearers seeking directions to quash the criminal complaint filed by B.T Compu Graphics Pvt. Ltd. against Informatics Holdings Ltd, Krislon System Sciences Pvt. Ltd, Edutech Informatics (I) Pvt. Ltd. and their office bearers in respect of termination of the franchise of BT Compu Graphics Pvt Ltd. For further details in this regard, please refer to the section on Outstanding Litigation at page 126 of this Draft Red Herring Prospectus. Litigation with respect to Subsidiaries and Group Companies a) Indev Warehouse and Container Services Private Limited i) Labour Disputes A case has been filed by a former employee before the principal labour court for reinstatement and backwages of approximately Rs. 220,000. ii) Civil Proceedings A writ petition has been filed in the High Court of Judicature at Madras by Krishna Creations against the customs and Indev Warehouse and Container Serices Private Limited for refund of earnest money deposit paid by them in relation to an auction which was forfeited by the customs. iii) Tax Procedings
An appeal has been filed by Indev Warehouse and Container Services Private Limited with the Appellate Assistant Commissioner (C.T. II) Chennai against the Commercial Tax Department in relation to a penalty of Rs. 44,045/levied on Indev Warehouse and Container Services Private Limtied for delay in procuring sales tax registration.

b) Anbest Electronics Limited i) Civil Proceedings Anbest Electronics Limited has filed a suit against CGU International Insurance plc for a claim in relation to the loss of the insured consumer electronic goods by the unauthorized release of a bill of lading by Habib Bank.

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c) Newspaper Trading and Sales Corporation i) Civil Proceedings NTSC has filed a summary suit against Jai Hind Co-operaive Bank Limited for recovery of an amount of Rs. 3,958,727. ii) Criminal Proceedings NTSC has filed 2 cases for dishonour of cheques against M/s. Andhra Prabha Pvt. Ltd. and M/s. Express Publications (Madurai) Ltd. amounting to approximately Rs. 72,500,000. d) Fortune Technologies Investment India Pvt. Ltd. i) Civil Proceedings Fortune Technologies Investment India Pvt. Ltd. has filed a suit against Reuters India Ltd. for Rs. 1,967,400,000 as damages and loss of profit for unauthorisedly using a scooping study. For further details in this regard, please refer to the section on Outstanding Litigation at page 127 of this Draft Red Herring Prospectus.

21. As on March 31, 2004 GDL had contingent liabilities and outstanding guarantees and capital commitments. As on March 31, 2004 GDL had a contingent liability of Rs 75 mn. GDL also had an outstanding capital commitment of Rs 66.23 mn against contracts remaining to be executed. In addition to the above, GDL has given bank guarantees for Rs 235 mn to Central Excise and Customs authority after March 31, 2004.

22. The shareholding of the Promoters of GDL could reduce as a result of enforcement of pledge for part of the shareholding pledged against the loans taken. Some of the Promoters have pledges part of their shareholding (amounting to 12.83 % of the post issue capital) in GDL as a collateral security against loans taken from Indian Oversees Bank, Singapore and Hong Kong and Shanghai Bank Ltd, Singapore. The shareholding of the Promoters could reduce as a result of enforcement of pledge on part of their shareholding pledged against the loan taken in the event of a default under these financing documents.

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23. A number of companies promoted by the promoters have reported losses in some of the previous years. The financial performance of these companies is given below: (Rs. mn) Net Profit / Loss Name Of Company 2004 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Year ended March 31 Windmill International Pte. Ltd Golden Peace Investment Limited Windmill International (Myanmar) Limited. Shoreller Holdings Limited Blue Wave Shipping S.R.L. KSP Logistics Limited Thakral Investments Holding (Mauritius) Limited Westminster Developments Private Limited Normandy Developments Private Limited Khazina Developments Private Ltd Zarina Developments Private Ltd Sovereign Investments Private Ltd Primeast Investments Limited Thakral Investments (India) Private Limited Future World (India) Pvt. Ltd Normandy Investments Pvt. Ltd Perfect Communication Pvt. Limited. Edgemond India Pvt. Ltd. Mayfair Enterprises Private Limited. Fortune Technology Investments India Pvt. Ltd. Star Cineplex Pvt. Limited. Thakral Overseas P. Limited. Minnow Trading Company Private Limited. Glade Trading Company Private Limited Information Technology Park Investment Pte Ltd Parjat Developments Private Limited Raaya Developments Private Ltd (11.79) (0.13) (0.01) (0.52) (0.54) 5.32 28.66 0.16 1.60 (0.04) (0.04) (0.01) (2.70) (0.80) (0.25) (0.01) (0.92) (0.02) (0.05) (0.01) (0.01) 62.23 (0.77) (0.03) 165.85 (0.01) (0.01) 2003 (23.64) (0.13) (0.03) (1.07) (0.89) (0.37) (22.02) (0.05) (0.05) (0.04) (0.04) (0.01) (2.26) 1.01 (0.90) (0.01) (0.01) (0.02) (0.05) (0.14) (0.02) 1,015.38 0.00 (0.05) (66.59) (0.01) (0.01) 2002 (13.28) 0.61 (0.01) (0.74) (0.30) 1.27 4.65 (0.04) (0.04) (0.04) (0.04) (0.10) (2.25) 0.29 (0.12) (0.11) (0.06) (0.01) (0.08) (0.49) (0.01) (465.87) 0.00 (0.09) (122.32) (0.11) (0.11)

Name Of Company Year ended June 30 28 First Capital Property Ventures Pte Ltd

Net Profit / Loss 2004 (2.04) 2003 2003 (2.05) 2002 (0.18) (4.08) 4.70 2002 (1.30) 2001 (0.29) (78.70) (2.17)

Year ended Dec 31 29 Lightship China Pte Ltd 30 Parameswara Holdings Limited 31 Parameswara Investments Limited.

0.30 9.92 26.25

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EXTERNAL RISK FACTORS

1.

Increased competition from existing and new entrants in this business could negatively impact the profitability of GDL. The market for CFSs and ICDs is highly competitive. There are no restriction on the entry of private, public sector and foreign players in CFS/ICD business. The Company expects competition to intensify from new entrants including CFS/ICD setup by shipping lines. Increased competition will have an adverse impact on the margins of the business of GDL.

2.

The CFS and ICD industry is highly dependent on movement of goods. Long drawn disruption of transport activity may impact profitability of GDL. The CFS/ ICD business dynamics are directly related to the volume of trade, more specifically to the movement of goods. Disruption in the movement due to strike or such other factors would impact the volume of business done and consequently the profitability of GDL .

3.

Regional conflicts in South Asia could adversely affect the Indian economy, disrupt GDLs operations and cause its business to suffer. South Asia has, from time to time, experienced instances of civil unrest and hostilities among neighbouring countries, such as between India and Pakistan. In recent years there have been military confrontations along the India-Pakistan border. Military activity or terrorist attacks in the future could influence the Indian economy. This could have a material adverse effect on the market for securities of Indian companies, including the Equity Shares.

4.

Stability of economic policies and the political situation in India could adversely affect the the fortunes of the industry The government has traditionally exercised and continues to exercise a significant influence over many aspects of the Indian economy. GDLs business, and the market price and liquidity of the Equity Shares, may be affected by interest rates, changes in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. The GoI plays an important role by regulating the policies and regulations governing the port related logistics sector. The current economic policies of the government may change at a later date. The pace of economic liberalisation could change and specific laws and policies affecting the industry and other policies affecting investment in GDLs securities could change as well. A significant change in Indias economic liberalization and deregulation policies could disrupt business and economic conditions in India and thereby affect GDLs business. Unstable internal and international political environment could impact the economic performance in both the short term and the long term.

5.

After this Offer, the price of GDL's Equity Shares may be highly volatile, or an active trading market for GDL's Equity Shares may not develop. There is no standard valuation methodology in the logistics sector with few listed players in India. There has been no public market for Equity Shares and the prices of Equity Shares may fluctuate after the Offer. There can be no assurance that an active trading market for the Equity Shares will develop or be sustained after the issue, or that the prices at which the Equity Shares are initially offered will

ix

correspond to the prices at which the Equity Shares will trade in the market subsequent to this Offer. The valuations in the retail industry are presently high and may not be sustained in future and may also not be reflective of the future valuations of the industry 6. An economic downturn may negatively impair GDLs operating results. In an economic downturn, GDLs utilisation and rates for its service offerings could be adversely affected which may result in lower gross and operating profits. 7. If communal disturbances or riots erupt in India, or if regional hostilities increase, this would adversely affect the Indian economy, the health of which GDLs business depends upon. Some parts of India have experienced communal disturbances, terrorist attacks and riots during recent years. If such events recur, GDLs operational and marketing activities may be adversely affected, resulting in a decline in the Companys income. Notes: 1. Public Offer of 21,000,000 Equity Shares comprising of Fresh Issue of 11,000,000 Equity Shares of Rs.10/- each at a price of Rs. [] and an Offer for Sale of 10,000,000 Equity Shares of Rs 10/each at a price of Rs. [] for cash aggregating Rs. [] mn. 2. The Book Value per Equity Share of Rs. 10/- each was Rs. 11.96 and Rs 12.69 as on March 31, 2003 and March 31, 2004 respectively as per the Companys restated unconsolidated financial statements under Indian GAAP. The networth of the Company was Rs. 765.54 mn and Rs. 812.44 mn as on March 31, 2003 and March 31, 2004 respectively as per the Companys restated unconsolidated financial statements under Indian GAAP. Investors are advised to refer to the paragraph on Basis for Offer Price on page 133 of this draft Red Herring Prospectus. Investors may note that in case of over-subscription in the Offer, allotment shall be on proportionate basis to Retail Individual Bidders and Non-Institutional Bidders. Please refer to the paragraph on Basis of Allocation on page 199 of this draft Red Herring Prospectus. Outstanding loans and related party transactions for the last three years are on page 158 of this draft Red Herring Prospectus.

3.

4.

5.

6.

7. The average cost of acquisition of Equity Shares of the Promoters is as given below Sr. Promoter No of Shares Average cost No. acquired (face value per share Rs 10 per share) (Rs) 1 2 3 4 5 6 7 Prem Kishan Gupta Windmill International Pte. Ltd. KSP Logistics Ltd. Thakral Corporation Ltd. Thakral Investment Holding (Mauritius) Ltd. Parameswara Holdings Ltd. Prism International Pvt. Ltd. TOTAL 2,404,000 7,644,000 2,940,000 7,644,000 2,940,000 9,072,000 10,796,000 43,200,000 7.47 7.12 7.50 7.12 7.50 7.22 7.28

8.

Investors are free to contact the BRLMs for any clarification or information, who will be obliged to attend to the same.

COMPLIANCE OFFICER AND COMPANY SECRETARY Mr. R Kumar Company Secretary & Head- Legal Gateway Distriparks Limited Container Freight Station, Sector 6, Dronagiri, Tal :Uran, Dt: Raigad Navi Mumbai 400 707 Tel: +91-22-27470520 / 2747 1855 Fax: +91 22-2747 1854 E-mail: [email protected]

BOOK RUNNING LEAD MANAGERS IL & FS INVESTSMART LIMITED IL & FS Financial Centre Plot No. C-22, G Block Bandra Kurla Complex Bandra (E), Mumbai 400 005 Tel: +91 22 2653 3333 Fax: +91 22 2653 3093 Email: [email protected] KOTAK MAHINDRA CAPITAL COMPANY LTD 3rd Floor, Bakhtawar, 229, Nariman Point, Mumbai 400 021 Tel: +91-22-56341100 Fax: +91-22-22840492 Email: [email protected]

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SUMMARY Industry Overview Containerisation is the method of packing goods in reusable containers of uniform shape and size for transportation. Containerisation also facilitates the carriage of goods by one or more modes of transport, without intermediate loading. Before containerisation, handling and transport of cargo was done piecemeal and hence involved wastages of time. With the arrival of containerisation, shippers started stuffing their goods into containers and delivered them to the port container yard for shipment. Containerisation succeeded because it ensured safety of goods transported, reduction in the packing cost, multiple handling risks and also increased the speed of transportation. Containerisation also enables intermodal transport, i.e the total movement from the origin to the destination, using different mode enroute like roadways, railways, shipping, airlines etc. The popularity of containerisation is due to the fact that packing goods even in substantially lighter wooden or metal casings ensures easier transshipment and more importantly can be used for an estimated, 75% of the total general cargo volume. Containerisation solved the problem of congestion in harbors because of increased efficiency in handling of cargo, leading to quicker turnaround times for container vessels. This revolution spread rapidly in developed countries and in port hubs like Hamburg, Rotterdam, Singapore and Hong Kong. The trend towards containerisation picked up in India only in the last decade. Improvement in port infrastructure and increased private participation in ports has seen development of modern container handling port terminals at JNPT, Mundra, Pipavav, Chennai and Vishakapatnam. Consequently movement of containerised cargo has increased from 15.35 mn tonnes in 1994-95 to 43.67 mn tonne in 2002-03, registering a CAGR of 13.96% as compared to a CAGR of 5.96% registered in the overall export-import trade. JNPCT along with NCIST has played an important role in the containerisation of goods. JNPCT along with NSICT accounted for 52.40% of the total containerised traffic handled out of India in the year 2002-03. As a result, CFSs located in and around the JNP region have benefited the most from this growth. This growth should continue in the future with the awarding of the contract for the development of the third terminal and beginning of preliminery work for the fourth terminal expected to be completed by 2007-08 (Source: JNPT Vision, Vision 2010] Company Overview GDL is a provider of port related logistics support services in India promoted by three business groups based in Singapore and a business group in India. GDL also has IDFC and Aranda, a wholly owned subsidiary of Temasek as its shareholders. GDL operates container freight stations on a pan India basis with strategic locations at JNPT, Chennai and Vishakapatnam ports and an ICD located at Garhi Harsaru, Haryana. This presence enables it to cater to the west coast traffic, demand from the northern hinterlands as well as the east-coast traffic. The service offerings of the company include transportation of containers to and from the port, stuffing / destuffing of cargo, customs clearance and storage in warehouse or as a full container load in the container yard. In addition the company also provides a range of value added services such as general and bonded warehousing service, palletising, shrink wrapping and other administrative services. It is amongst the few CFSs that provide a single point contact for customs clearance. GDL has a total area of 119.31 acres under management with a handling capacity of 240,000 TEUs per annum. Again, it is amongst the few CFSs that is self reliant in terms of owned handling & transportation equipment. GDL is a professionally managed and run company. GDLs Board provides a solid foundation to the Company. The Company has a lean organisation structure and outsources its entire labour requirement

with compensations linked to the number of TEUs handled. This has helped GDL in retaining a better control over its operations without incidences of work disruption. GDL has grown its operations over the last 3 years from a single locational presence to a pan India presence through acquisition of facilities at Chennai, and Garhi Harsaru and the setting up of a CFS at Vishakapatnam. The total number of TEUs handled has grown at a CAGR of 27.5% from 80,107 in 200102 to 130,345 in 2003-04. GDLs total income from operations increased from Rs 380 mn in 2001-02 to Rs 591.53 mn in 2003-04 and its Profit after Tax increased from Rs 75.21 mn to Rs 191.30 mn over the same period. GDLs has built up a reputation as an efficient provider of CFS services. This reputation though built up in a relatively short period of five years has been achieved through careful planning and execution of the Companys operations. GDL has a scalable business model, which can be replicated throughout the country. GDLs philosophy has been to take only mitigatable risks. It has put in place a management that has collectively at the senior level almost 100 years of working experience in this field. The management ensures that its various stakeholders namely, customers, bankers, shareholders and its business partners are satisfied by its deliverables i.e.cost effective service to the customers, adherence to commitments to the banks, fair returns to the shareholders and mutually beneficial business practices with its partners. Success factors GDL believes that the following factors have help it emerge as a leading CFS player Strategic locations Strong customer relationships Strong financial position Experienced professional management team Strong focus on systems and processes Ability to attract talent

Growth Strategy GDL has established itself as a major player in the port related logistics sector by establishing an anchor facility in Mumbai, an ICD in Garhi outside Delhi, a third facility on a more modest scale in Vishakapatnam and acquiring a facility in Chennai. GDL plans to have a network of CFS and ICDs covering northern, western and southern India with a rail link that connects the western and northern India. Once these are all in place GDL would then start moving up the ladder in the logistics supply chain with a possibility of partnering a global player to become a full 4PL player. The following are the key elements to GDL's strategy Consolidate and maintain its position at JNPT Increase penetration and expand GDL's reach by setting up / acquiring CFSs at major and upcoming modern ports with container terminals and ICDs at catchment areas in the hinterlands Establish a network of CFSs and ICDs connected to important gateways through rail and road Enhance product range by adding value added services Improve operational efficiencies Enhance human capital

Summary of Financial Data under Indian GAAP The following summary of financial data has been extracted from the companys audited financial statements prepared in accordance with Indian GAAP, the Companies Act, and restated as described in the Auditors Report of Price Waterhouse dated December 01, 2004 which is included in the section entitled Auditors report in the draft Red Herring Prospectus on page 135. This summary should be read in conjunction with the Companys audited financial statements for the years ended March 31, 2000 to March 31, 2004 including significant accounting policies and notes thereto and the reports thereon and the section entitled Management Discussion and Analysis of Financial Conditions and Results of Operation (As per the Financial statements under Indian GAAP) included in this Draft Red Herring Prospectus. Statement of Adjusted Profit & Loss Account Particulars Income From Operations Other Income Total Income Expenses Staff Cost Operating Cost Other Expenses Total Expenses Net Profit before Provision for Tax and Exceptional Items Less: Exceptional Items [Income/ (Expense)] Net Profit before Provision for Tax Provision for Tax Net Profit after Tax Less: Adjustments (Net) Adjusted Net Profit/ (Loss) After Tax Balance of Profit/ (Loss) brought forward Profit Available for Appropriation Surplus/ (Deficit) carried to Balance Sheet Statement of Adjusted Assets & Liabilities (Rs. mn) Particulars Mar-04 A B C D Fixed Assets Current Assets, Loans and Advances Liabilities and Provisions Net Worth (A+B-C) Represented by Equity Share Capital Share Application Money 1,095.13 180.80 463.49 812.44 Mar-03 1,032.82 147.45 414.73 765.54 As at Mar-02 964.43 65.31 341.89 687.85 Mar-01 816.57 42.03 498.90 359.70 Mar-00 725.53 45.14 460.91 309.76 2003-04 2002-03 2001-02 2000-01 (Rs. mn) 1999-00

591.53 6.05 597.58

456.99 4.04 461.03

380.12 11.48 391.60

213.99 2.46 216.45

137.08 3.23 140.31

20.70 245.67 108.41 374.78 222.80 222.80 31.50 191.30 191.30 125.54 316.84 152.94

17.84 174.93 103.34 296.11 164.92 (13.00) 177.92 28.03 149.89 149.89 49.85 199.74 125.54

11.75 132.67 126.93 271.35 120.25 13.00 107.25 9.23 98.02 22.81 75.21 1.09 76.30 49.85

10.07 71.70 87.70 169.47 46.98 46.98 5.53 41.45 12.80 28.65 15.66 12.99 1.09

7.06 44.13 84.83 136.02 4.29 4.29 0.13 4.16 5.32 1.16 14.50 15.66 15.66

640.00 -

640.00 -

480.00 -

360.00 -

270.00 60.00

Profit and Loss Account General Reserve Share Premium Less: Miscellaneous Expenditure (to the extent not written off or adjusted) F Net Worth

152.94 19.50 -

125.54 -

49.85 158.00 -

1.09 1.39

17.01 3.23

812.44

765.54

687.85

359.70

309.76

Summary of Cash Flow for the financial years 2004, 2003, 2002, 2001 and 2000 (Rs. mn) Cash Flow Net Cash Flow from (used in) operating activities Net Cash Flow from (used in) investing activities Net Cash Flow from (used in) financing activities Net Increase/(Decrease) in Cash and Cash Equivalents Summary of Accounting Ratios: Particulars 2003-04 2002-03 2001-02 2000-01 1999-00 2000-01 115.84 (109.42) (5.57) 0.85 2003-04 263.47 (101.21) (167.66) (5.40) 2002-03 192.05 (99.96) (46.44) 45.65 2001-02 196.61 (170.49) (13.20) 12.92 1999-00 72.36 (185.05) 106.82 (5.87)

Basic EPS (Rs) 2.99 2.14 1.84 0.80 (0.04) Cash EPS (Rs) 3.71 2.66 2.53 1.37 0.70 Net Asset Value Per Share (Rs) 12.69 11.96 14.33 9.99 11.47 Return on Net Worth 23.55% 19.58% 10.93% 7.97% -0.38% Return on Capital Employed 19.07% 15.60% 8.35% 3.72% -0.16% Note: Ratios have been computed on the basis of the adjusted profits/ losses for the respective years.

THE OFFER Equity Shares offered: Fresh Issue Offer for Sale by Windmill International Pte. Ltd. Parameswara Holdings Pte. Ltd. Thakral Corporation Ltd. Thakral Investment Holdings (Mauritius) Ltd. Prism International Pvt. Ltd. Infrastructure Development Finance Corporation Ltd. Total Offer for Sale Total Equity Shares Offered Of which: Qualified Institutional Buyers portion Non-Institutional portion Retail portion

11,000,000 1,289,000 1,105,000 966,000 322,000 1,578,000 4,740,000 10,000,000 21,000,000

Not More than 10,500,000 Equity Shares (Allocation on a discretionary basis) Minimum of 5,250,000 Equity Shares (Allocation on a proportionate basis) Minimum of 5,250,000 Equity Shares (Allocation on a proportionate basis)

In case of under subscription in any category, the undersubscribed portion may be allocated to the bidders in the other category. The allocation to QIBs, shall be determined by the Book Running Lead Manager(s) based on prior commitment, investor quality, price aggression, earliness of bids, etc Equity Shares outstanding prior to the Offer Equity Shares outstanding after the Offer 64,000,000 Equity Shares 75,000,000 Equity Shares

Use of Fresh Issue Proceeds Please see the section titled Objects of the Offer on page 29 of this Draft Red Herring Prospectus

Gateway Distriparks Limited (Incorporated on April 06, 1994, under the Companies Act, 1956 and obtained Certificate of Commencement of Business on October 24, 1994) Registered Office: R-215, First Floor, Greater Kailash Part I, New Delhi - 110048. Tel +91-11-5162 0000 Fax +91-11-5163 4588 Mumbai Office: Container Freight Station Sector 6, Dronagiri, Taluka Uran, District Raigad, Navi Mumbai - 400 707 Telephone No. +91-22-2747 0520 Fax No. +91-22-2747 1854. E-mail: [email protected] Website: www.gateway-distriparks.com GENERAL INFORMATION Authority for the Offer The Fresh Issue has been authorised by a special resolution adopted pursuant to Section 81(1A) of the Companies Act, 1956, at the extraordinary general meeting of the shareholders of the Company held on March 18, 2004. The Offer has been authorised by a resolution of the Board of Directors of GDL dated June 16, 2004. WIPL vide its board resolution dated June 03, 2004, has approved the offer for sale of upto 1,289,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer. PHL vide its board resolution dated June 03, 2004, has approved the offer for sale of upto 1,105,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer. TCL vide its board resolution dated on June 15, 2004 has approved the offer for sale of upto 966,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer. TIHML vide its board resolution dated on June 15, 2004 has approved the offer for sale of upto 322,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer. PIPL vide its board resolution dated June 14, 2004 has approved the offer for sale of upto 1,578,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer. IDFC vide its Credit Committee resolution dated August 13, 2004 has approved the offer for sale of upto 4,740,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer.

Regulatory Approvals for the Offer Pursuant to the Press Release dated September 29, 2004 issued by the Ministry of Finance, GoI and A.P. (Dir Series) Circular No. 16 dated October 4, 2004 issued by the RBI, transfer of shares between residents and non residents no longer requires the approval of the FIPB and the RBI, if specified conditions mentioned in the circular dated October 4, 2004 are fulfilled. The RBI has sought a clarification from SEBI on the process of the Book Building route in this regard. Should the Company, however, require FIPB and / or RBI approval for the Offer for Sale, it will obtain all such necessary approvals, including those of the FIPB and / or RBI. Prohibition by SEBI The Company, its Directors, its Promoters, other companies / entities promoted by its Promoters, and companies/entities with which its Directors are associated with as directors, have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. None of the Directors of the Company or the persons in control of the promoter companies have been prohibited from accessing the

capital markets or restrained from buying/selling/dealing in securities under any order or direction passed by SEBI.

Eligibility for the Offer The Company is eligible to make the Offer under Clause 2.2.1 (read with Clause 2.2.3) of the SEBI Guidelines since, based on the unconsolidated financial statements of the Company under Indian GAAP: The Company has net tangible assets of at least Rs. 30 mn in each of the preceding three full years of which not more than 50% is held in monetary assets; The Company has a track record of distributable profits in terms of Section 205 of Companies Act, for at least three of the immediately preceding five years; The Company has a net worth of at least Rs.10 mn in each of the three preceding full years; and The proposed Offer size, including all previous public issues in the same financial year, is not expected to exceed five times the pre-Offer net worth of the Company. The Company has not changed its name during the last one year.

The net profit, dividend, net worth, net tangible assets and monetary assets derived from the auditors report included in this Draft Red Herring Prospectus under the section Unconsolidated Financial Statements under Indian GAAP, as at and for the last five years ended March 31, 2004 is set forth below: (Rs. mn) As on March 31, 2000 723.54 8.09 (1.16) 309.76

Net Tangible Assets Monetary Assets (2) Net Profits, as restated Net Worth

(1)

As on March 31, 2004 1073.17 62.10 191.30 812.44

As on March 31, 2003 1016.46 67.51 149.89 765.54

As on March 31, 2002 941.77 21.86 75.21 687.85

As on March 31, 2001 788.51 8.94 28.65 359.70

(1) Net tangible assets is defined as the sum of fixed assets (including capital work in progress and excluding revaluation reserves), trade investments, current assets (excluding deferred tax assets) less current liabilities (excluding deferred tax liabilities and long term liabilities), net of provisions for diminution in value. (2) Monetary assets include cash on hand and bank and quoted investments including units in open ended mutual fund schemes at cost. The Company and the Selling Shareholders undertake that the number of allottees, i.e. persons receiving Allotment in the Offer shall be at least 1000, otherwise, the entire application money will be refunded forthwith. In case of delay, if any, in refund, the Company and the Selling Shareholders shall pay interest on the application money at the rate of 15% per annum for the period of delay.

Disclaimer Clause AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING

PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, IL&FS INVESTMART LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (DISCLOSURES AND INVESTOR PROTECTION) GUIDELINES IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY AND SELLING SHAREHOLDERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER, IL&FS INVESTSMART LIMITED HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED [] IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992 WHICH READS AS FOLLOWS: a) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS IN CONNECTION WITH THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID OFFER; b) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE OFFER, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY. WE CONFIRM THAT: A. THE DRAFT RED HERRING PROSPECTUS FORWARDED TO SEBI IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE OFFER; B. ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID OFFER AS ALSO THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND C. THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED OFFER. D. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATIONS ARE VALID. E. WHEN UNDERWRITTEN, WE SHALL SATISFY OURSELVES ABOUT THE WORTH OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS.

WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR EQUITY SHARES AS PART OF PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO FORM PART OF PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN, WILL NOT BE DISPOSED/SOLD /TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH SEBI TILL THE DATE OF COMMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS. ALL LEGAL REQUIREMENTS PERTAINING TO THE OFFER WILL BE COMPLIED WITH AT THE TIME OF FILING OF THE RED HERRING PROSPECTUS WITH THE ROC IN TERMS OF SECTION 60B OF THE ACT. ALL LEGAL REQUIREMENTS PERTAINING TO THE OFFER WILL ALSO BE COMPLIED WITH AT THE TIME OF REGISTRATION OF THE PROSPECTUS WITH THE ROC IN TERMS OF SECTION 56, SECTION 60 AND SECTION 60B OF THE COMPANIES ACT. THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER SECTION 63 AND SECTION 68 OF THE COMPANIES ACT OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER, FOR ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.

Disclaimer by the Selling Shareholders Each Selling Shareholder takes responsibility for only those statements with respect to itself as a Selling Shareholder. The Selling Shareholder assumes no responsibility for any of the statements made by the Company in this Draft Red Herring Prospectus including without limitation all information clauses relating to the Company, its businesses, its affairs and its disclosures.

Caution The Company, the Selling Shareholders, the Directors and the BRLMs accept no responsibility for statements made otherwise than in the draft Red Herring Prospectus or in the advertisements or any other material issued by or at instance of the above, mentioned entities and anyone placing reliance on any other source of information, including the Companys website, www.gateway-distriparks.com, would be doing so at his or her own risk. The BRLMs accept no responsibility, save to the limited extent as provided in the Underwriting Agreement to be entered into between the Underwriters, the Selling Shareholders and the Company and the Memorandum of Understanding among the BRLMs, the Selling Shareholders and the Company. The Company, the Selling Shareholders and the BRLMs shall make all information available to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports or at bidding centres etc. Disclaimer in Respect of Jurisdiction This Offer is being made in India to persons resident in India (including Indian nationals resident in India who are majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), trusts registered under the Societies Registration Act, 1860, as amended from time to time, or any other Trust

law and who are authorised under their constitution to hold and invest in shares) and to NRIs, FIIs and foreign venture capital funds registered with SEBI. This Draft Red Herring Prospectus does not, however, constitute an invitation to subscribe to shares offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform him or her self about and to observe any such restrictions. Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) in New Delhi only. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for observations and SEBI has given its observations and the Draft Red Herring Prospectus has been filed with RoC as per the provisions of the Companies Act. Accordingly, the Equity Shares, represented thereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company from the date hereof or that the information contained herein is correct as of any time subsequent to this date. Disclaimer Clause of the BSE (Designated Stock Exchange) As required, a copy of this Draft Red Herring Prospectus has been submitted to the BSE. The BSE has given vide its letter number [] dated [] to this Company to use the BSEs name in this Draft Red Herring Prospectus as the Designated Stock Exchange on which this Companys securities are proposed to be listed. The BSE has scrutinised this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The BSE does not in any manner: a) warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus; or b) warrant that this Companys securities will be listed or will continue to be listed on the BSE; or c) take any responsibility for the financial or other soundness of this Company, its Promoters, its management or any scheme or project of this Company; and it should not for any reason be deemed or construed that this draft Red Herring Prospectus has been cleared or approved by the BSE. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

Disclaimer Clause of the NSE As required, a copy of this Draft Red Herring Prospectus has been submitted to the NSE. The NSE vide its letter number [] dated [] 2004, has granted permission to the Company to use the NSEs name in this Draft Red Herring Prospectus as one of the Stock Exchanges on which this Companys securities are proposed to be listed subject to the Company fulfilling the various criteria for listing including the one related to paid-up capital and market capitalisation (i.e. the paid-up capital shall not be less than Rs.100 mn and market capitalisation shall not be less that Rs.250 mn at the time of listing). The NSE has scrutinized this Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. It is to be distinctly understood that the aforesaid permission given by the NSE should not in any way be deemed or construed that the Draft Red Herring Prospectus has been cleared or approved by the NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus; nor does it warrant that this Companys securities will be listed or will continue to be listed on the NSE; nor

10

does it take any responsibility for the financial or other soundness of this Company, its Promoters, its management or any scheme or project of this Company. Every person who desires to apply for or otherwise acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the NSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

Filing A copy of the Draft Red Herring Prospectus has been filed with SEBI at Ground Floor, Mittal Court, A Wing, Nariman Point, Mumbai 400 021 (Corporation Finance Department) A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, will be delivered to the ROC and a copy of the Prospectus required to be filed under Section 60 of the Companies Act would be delivered for registration with RoC.

Listing Applications have been made to the BSE and the NSE for permission to deal in and for an official quotation of the Equity Shares of the Company. BSE will be the Designated Stock Exchange with which the basis of allocation will be finalised for the Non-Institutional and the Retail Portion. If the permission to deal in and for an official quotation of the Equity Shares is not granted by any of the Stock Exchanges mentioned above, the Company and Selling Shareholder shall forthwith repay, without interest, all moneys received from the applicants in pursuance of this Red Herring Prospectus. If such money is not repaid within eight days after the date on which the Company and Selling Shareholder become liable to repay it (i.e. from the date of refusal or within 70 days from the date of Bid/Offer Closing Date, whichever is earlier), then the Company and every director of the Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money, with interest at the rate of 15% per annum on application money, as prescribed under Section 73 of the Companies Act. The Company and the Selling Shareholders shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at both the Stock Exchanges mentioned above are taken within seven working days of finalisation and adoption of the basis of Allotment for the Offer.

Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the Companies Act, which is reproduced below: Any person who: i. makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name,

ii.

shall be punishable with imprisonment for a term which may extend to five years.

11

Minimum Subscription If the Company does not receive the minimum subscription of 90% of the Fresh Issue amount, including devolvement of the underwriters, if any, within 60 days from the Bid/Offer Closing Date, the Company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the Company becomes liable to pay the amount, the Company and every director of the Company who is an officer in default, becomes liable to repay the amount with interest as per Section 73 of the Companies Act, 1956. In case of under-subscription in the Offer, the Equity Shares in the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer for Sale.

Withdrawal of the Offer The Company and the Selling Shareholders, in consultation with the BRLMs, reserve the right not to proceed with the Offer any time after the Bid / Offer Closing Date, without assigning any reason therefor.

Allotment Advice or Refund Orders The Company and the Selling Shareholders shall dispatch allotment advice, refund orders and give credit to the beneficiary account with Depository Participants and submit the allotment and listing documents to the Stock Exchanges within two working days of finalisation of the basis of allotment. The Company and Selling Shareholders shall ensure dispatch of refund orders, if any, of value up to Rs.1,500 by Under Certificate of Posting, and shall dispatch refund orders above Rs.1,500, if any, by registered post or speed post at the sole or first Bidder's sole risk within 15 days of the Bid / Offer Closing date. In accordance with the Companies Act, the requirements of the Stock Exchanges and SEBI Guidelines, the Company further undertakes that: a) Allotment of Equity Shares shall be made in dematerialised form only within 15 days from the Bid/ Offer Closing Date; b) Dispatch of refund orders will be done within 15 days from the Bid/Offer Closing Date; and c) The Company shall pay interest at 15% per annum (for any delay beyond the 15 day time period as mentioned above) if allotment / transfer is not made, refund orders are not dispatched and/or demat credits are not made to investors within the 15 day time prescribed above. The Company and the Selling Shareholders shall provide adequate funds required for dispatch of refund orders or allotment advice to the Registrar to the Offer. Refunds will be made by cheques, pay orders or demand drafts drawn on Escrow Collection Banks and payable at par at places where bids are received. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders.

Offer Programme Bidding Period / Offer Period BID / OFFER OPENS ON BID / OFFER CLOSES ON [] []

12

Bids and any revision in bids shall be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) during the Bidding Period as mentioned above at the bidding centres mentioned on the Bid cum Application Form except that on the Bid/ Offer Closing Date, the Bids shall be accepted (Indian Standard Time) and uploaded till such time as permitted by the BSE and NSE. The Company and the Selling Shareholders reserve the right to revise the Price Band during the Bidding / Offer Period in accordance with SEBI Guidelines. The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the price band disclosed in this Red Herring Prospectus. In case of revision in the Price Band, the Bidding / Offer Period will be extended for three additional days after revision of Price Band subject to a maximum of 13 days. Any revision in the Price Band and the revised Bidding/Offer Period, if applicable, will be widely disseminated by notification to the BSE and NSE by issuing a press release, and also by indicating the change on the web site of the Company and/or the BRLMs and at the terminals of the members of the Syndicate.

Book Running Lead Managers

IL & FS INVESTSMART LIMITED

IL & FS Financial Centre Plot No. C-22, G Block

Bandra Kurla Complex Bandra (E), Mumbai 400 005

Tel: +91 22 2653 3333 Fax: +91 22 2653 3093 Email: [email protected]

KOTAK MAHINDRA CAPITAL COMPANY LIMITED 3rd Floor, Bakhtawar, 229, Nariman Point, Mumbai 400 021 Tel: +91-22-56341100 Fax: +91-22-22840492 Email: [email protected]

13

STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES AMONGST BRLMs The responsibilities and co-ordination for various activities in this Offer have been distributed amongst the BRLMs as under:

S. NO. 1. 2. 3.

ACTIVITIES Capital structuring with the relative components and formalities such as type of instruments, etc. Due diligence of the companys operations / management / business plans/legal etc. Drafting & Design of Offer Document and of statutory advertisement including memorandum containing salient features of the Prospectus. The designated Lead Manager shall ensure compliance with stipulated requirements and completion of prescribed formalities with Stock Exchange, Registrar of Companies and SEBI Drafting and approval of Offer and statutory publicity material, etc. Drafting and approval of all corporate advertisement, brochure and other publicity material Appointment of Ad agency Appointment of Registrar, Bankers and Printer Marketing of the Offer, which will cover inter alia, Formulating marketing strategies, preparation of publicity budget Finalize Media & PR strategy Finalizing centers for holding conferences for brokers, etc. Finalize collection centers Follow-up on distribution of publicity and Offer material including form, prospectus and deciding on the quantum of the Offer material Finalizing the list of QIBs. Divisions of QIBs for one to one meetings, road show related activities and order procurement Finalizing of Pricing & Allocation Post bidding activities including management of Escrow Accounts, co-ordination with Registrar and Banks, Refund to Bidders, etc. The post Offer activities of the Offer will involve essential follow up steps, which must include finalisation of listing of instruments and dispatch of certificates and refunds, with the various agencies connected with the work such as Registrars to the Offer, Bankers to the Offer and the bank handling refund business. Lead Manager shall be responsible for ensuring that these agencies fulfill their functions and enable him to discharge this responsibility through suitable agreements with the issuer company.

RESPONSIBILITY IIL, KMCC IIL IIL

CO-ORDINATOR IIL IIL IIL

4. 5. 6. 7. 8.

IIL, KMCC IIL, KMCC IIL, KMCC IIL, KMCC IIL, KMCC

IIL KMCC KMCC IIL KMCC

9.

IIL, KMCC

KMCC

10. 11.

IIL, KMCC IIL, KMCC

IIL IIL

12.

IIL, KMCC

IIL

14

The selection of various agencies like the Registrar to the Offer, Bankers to the Offer, Escrow Collection Bank(s), Syndicate Members, Brokers, Advertising agencies, Public Relations agencies etc. will be finalised by the Company. Syndicate Members Kotak Securities Limited st 1 Floor Bakhtawar, 229, Nariman Point, Mumbai- 400021 Tel: +91-22-56341100 Fax: +91-22-56303927 Registered Office Gateway Distriparks Limited st R-215, 1 Floor Greater Kailash Part-1 New Delhi 110 048 Tel: +91-11- 5162 0000 Fax: +91-11-5163 4588 CFS Mumbai Gateway Distriparks Limited Container Freight Station Sector 6 Dronagiri, Taluka Uran, District Raigad, Navi Mumbai - 400 707 Tel: +91-22-2747 0520 Fax: +91-22-2747 1854. Compliance Officer and Company Secretary R Kumar Company Secretary & Head- Legal Gateway Distriparks Limited Container Freight Station, Sector 6, Dronagiri, Tal: Uran, Dt: Raigad Navi Mumbai 400 707 Tel: +91-22-27470520 / 2747 1855 Fax: +91 22-2747 1854 E-mail: [email protected]

Investors can contact the Compliance Officer in case of any pre-offer or post-offer related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary account, refund orders, etc. Registrar to the Offer
INTIME SPECTRUM REGISTRY LIMITED

Unit: GDL Public Offer C-13, Pannalal Silk Mills Compound Kantilal Maganlal Industrial Estate LBS Marg, Bhandup (W) Mumbai 400 078 Tel: +91-22-5555 5454 Fax: +91 22-5555 5353 E-mail: [email protected] Contact Person: Mr. Nikunj Daftary

15

Legal Advisors to the Offer Amarchand & Mangaldas & Suresh A. Shroff & Co. Advocates & Solicitors Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 Ph. No.: +91-22-24964455 / 56604455 Fax No.: +91-22-24963666 / 56628466 Statutory Auditors Price Waterhouse Chartered Accountants 1102 / 1107 Raheja Chambers Nariman Point Mumbai 400 021 Ph. No.: +91-22-22824242 Fax No.: +91-22-22045592 Tax Auditor / Internal Auditor Rakesh Garg & Associates Chartered Accountants B-1/3 Emca House, 289 Shahid Bhagat Singh Marg Fort, Mumbai 400 001 Tel: +91-22-22677195 Fax: +91-22-56349107 Email: [email protected] Banker to the Offer and Escrow Collection Bankers [ ] (will be completed before RoC filing) Bankers to the Company HDFC Bank Limited nd 2 Floor, Trade World New Building, Kamala Mills Senapati Bapat Marg, Lower Parel, Mumbai 400 013 Ph. No.: +91-22-2498 8484 Fax No.: +91-22-2496 3871 DBS Bank Limited th 14 Floor, Free Press House Nariman Point Mumbai 400 021 Ph. No.: +91-22-5638 8888 Fax No.: +91-22-5638 8899 State Bank of Mauritius Limited 101, Raheja Centre, Free Press Journal Road, Narmin Point, Mumbai 400 021 Ph. No.: +91-22-2284 2965 Fax No.: +91-22-2284 6560

16

Oriental Bank of Commerce 15, Maker Chamber III Nariman Point, Mumbai 400 021 Ph. No.: +91-22-2288 4383 Fax No.:+91-22-2282 8149 ICICI Bank ICICI Bank Towers Bandra-Kurla Complex Bandra, Mumbai 400 051 Ph. No.: +91-22-26531414 Fax No.: +91-22-26531122 Credit Rating As this is an Offer of Equity Shares there is no credit rating for the Offer. Trustees As this is an Offer of Equity Shares, the appointment of Trustees is not required. Book Building Process The Book Building refers to the process of collection of Bids from investors, which is based on the Price Band, with the Offer Price being finalized after the Bid/Offer Closing Date. The principal parties involved in the Book Building Process are: The Company The Selling Shareholders being WIPL, PHL, TCL, TIHML, PIPL and IDFC Book Running Lead Managers, in this case being IIL and Kotak. Syndicate Members, who are intermediaries registered with SEBI or registered as brokers with BSE /NSE, and eligible to act as underwriters. Syndicate Members are appointed by the BRLMs Registrar to the Offer

SEBI, through its guidelines, has permitted an issue of securities to the public through 100% Book Building Process, wherein: (i) upto 50% of the net offer to the public shall be allocated on a discretionary basis to QIBs (ii) not less than 25% of the net offer to the public shall be available for allocation on a proportionate basis to the Retail Individual bidders and (iii) not less than 25% of the net offer to the public shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Offer Price. The Offer Price will be ascertained after the Bid /Offer Closing Date. Pursuant to the recent amendments to the SEBI Guidelines, QIB Bidders are not allowed to withdraw the Bid(s) after the Bid Closing Date and for further details please refer to the "Terms of the Offer" on page 176 of this Draft Red Herring Prospectus The Company and the Selling Shareholders shall comply with guidelines issued by SEBI for the Offer. In this regard, the Company and the Selling Shareholders have appointed IL&FS Investsmart Ltd and Kotak Mahindra Capital Ltd as BRLMs to manage the Offer and procure subscription to the Offer. The process of book building, under the SEBI Guidelines, is relatively new and the investors are advised to make their own judgement about the investment through this book building prior to making a Bid in the Offer. After the determination of the Offer Price and allocation of the Equity Shares but prior to filing of the Prospectus with RoC, the Company and the Selling Shareholders will enter into an Underwriting

17

Agreement with the Underwriters for the Equity Shares proposed to be issued through the Offer. It is proposed that, pursuant to the terms of the Underwriting Agreement, the BRLMs shall be responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their underwriting obligations. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: (This portion has been intentionally left blank and will be filled in before filing of the Prospectus with RoC)

Steps to be taken for bidding: a) Check eligibility for bidding (please refer to the section Offer Procedure- Who Can Bid on page 181 of this Draft Red Herring Prospectus); b) Ensure that the Bidder has a demat account; and c) Ensure that the Bid-cum-Application Form is duly completed as per instructions given in this Draft Red Herring Prospectus and in the Bid-cum-Application Form.

Underwriting Agreement Name and Address of the Underwriters Indicated Number of Equity Shares to be Underwritten Amount Underwritten (Rs. in mn)
[ ]

IL & FS Investsmart Limited IL & FS Financial Centre, Plot No. C-22, G Block, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 Kotak Mahindra Capital Co. Ltd. rd 3 Floor, Bakhtawar, 229, Nariman Point, Mumbai -- 400 021 Kotak Securities Limited st 1 Floor Bakhtawar, 229, Nariman Point, Mumbai- 400021

[ ]

[ ]

The above-mentioned amount is indicative underwriting and this would be finalized after pricing and actual allocation. The above underwriting agreement is dated [] In the opinion of the Board of Directors of the Company (based on a certificate given to them by BRLMs and the Syndicate Members), the resources of all the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. All the above-mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange (s). The above Underwriting Agreement has been accepted by the Board of Directors of the Company on behalf of the Company and the Selling Shareholders, at their meeting held on [], 2004 and the Company has issued letters of acceptance to the Underwriters. Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the above table, the BRLMs and the Syndicate Members shall be severally responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. In the event of any default, the respective underwriter in addition to other obligations to be defined in the Underwriting Agreement, will also be required to procure / subscribe to the extent of the defaulted amount. Allocation to

18

QIBs is discretionary as per the terms of the Draft Red Herring Prospectus and may not be proportionate in any way and the patterns of allocation to the QIBs could be different for the various Underwriters.

19

CAPITAL STRUCTURE Unless otherwise indicated, the data in the tables presented below assume financial data presented in this section is derived from the Companys unconsolidated financial statements prepared in accordance with Indian GAAP. Share capital as at the date of filing of Draft Red Herring Prospectus with SEBI is set forth below: (Rs. mn) SHARE CAPITAL as of March 31, 2004 Face Value A. Authorised Capital 90,000,000 Equity Shares of Rs. 10 each B. Issued Subscribed And Paid-Up Capital 64,000,000 Equity Shares of Rs. 10 each fully paid-up Total Value Incl. Premium

900.00

640.00

798.00

C. Present Offer to the public in terms of this Draft Red Herring Prospectus comprising Fresh Issue 11,000,000 Equity Shares of Rs. 10 each fully paid up Offer for Sale by WIPL 1,289,000 Equity Shares of Rs. 10 each fully paid up Offer for Sale by PHL 1,105,000 Equity Shares of Rs. 10 each fully paid up Offer for Sale by TCL 966,000 Equity Shares of Rs. 10 each fully paid up Offer for Sale by TIHML 322,000 Equity Shares of Rs. 10 each fully paid up Offer for Sale by PIPL 1,578,000 Equity Shares of Rs. 10 each fully paid up Offer for Sale by IDFC 4,740,000 Equity Shares of Rs. 10 each fully paid up D. Equity Capital after the Offer 75,000,000 Equity Shares of Rs. 10 each E. Share Premium Account Before the Offer After the Offer

210.00

[]

110.00 12.89 11.05 9.66 3.22 15.78 47.40

[] [] [] [] [] [] []

750.00

[]

[]

The authorised share capital of the Company was increased from Rs. 700.00 mn divided into 70,000,000 Equity Shares of Rs. 10 each to Rs. 900.00 mn divided into 90,000,000 Equity Shares of Rs. 10 each through a special resolution passed at the Extra Ordinary General Meeting of the Company held on March 18, 2004. The shareholders of the Company at the Extraordinary General Meeting held on June 07, 2001, introduced an ESOP for its directors and employees. The Employee Stock Option committee formed for the implementation of the plan, at its meeting held on September 28, 2002, granted share warrants entitling options for 568,000 equity shares to the eligible directors and employees of the Company at par. The options have a vesting period of 2 years from December 02, 2002 to April 01, 2005

20

Of these, options for 23,500 equity shares have lapsed on termination of employment of employees and options for 5,44,500 equity shares at Rs 10 per equity shares were outstanding as on November 15, 2004 under the 2001 plan. The rights under this option would be exercisable between April 02, 2004 and April 02, 2008 at a price of Rs. 10 per share, which would be deposited at the time of exercise of the options by the Directors and employees of the Company. The current authorised capital of the Company is sufficient to meet the requirements of the Fresh Issue and the ESOP scheme.

Notes to the Capital Structure: 1. Share Capital History of GDL Date of Allotment Number of Equity Shares Fac e Val ue (Rs. ) 7 10 Issue Consideratio Price n (cash, (Rs.) bonus, consideratio n other than cash) 10 Cash Date on which fully paid-up Reasons for allotment (bonus, swap etc.) Cumulati ve Share Premium (Rs. mn)

March 25, 1994 March 23, 1995 November 05, 1996 September 16, 1997 September 26, 1998 September 30, 1999 February 16, 2001 July 09, 2001 October 30, 2001 January 15, 2003

March 25, 1994 March 23, 1995 November 05, 1996 September 16, 1997 September 26, 1998 September 30, 1999 February 16, 2001 July 09, 2001 October 30, 2001 January 15, 2003

36,993 1,963,000 13,918,600 8,081,400 3000000 9,000,000 10,200,000 1,800,000 16,000,000

10 10 10 10 10 10 10 10 10

10 10 10 10 10 10 25.49 10 10

Cash Cash Cash Cash Cash Cash Cash Cash Bonus

Subscription to Memorandum and Articles Issue of Shares Issue of Shares Issue of Shares Issue of Shares Issue of Shares Issue of Shares Issue of Shares Issue of Shares Bonus

Nil

Nil Nil Nil Nil Nil Nil 158.00 158.00 Nil

21

2.

The details of the Promoters contribution locked in for three years are as under: Date when Consi made fully derati Paid-up on (Cash, bonus, kind, etc.) January 15, 2003 February 16, 2001 January 15, 2003 September 30, 1999 September 26, 1998 January 15, 2003 September 30, 1999 September 26, 1998 January 15, 2003 February 16, 2001 Bonus Cash Total January 15, 2003 September 30, 1999 September 26, 1998 January 15, 2003 September 30, 1999 September 26, 1998 January 15, 2003 February 16, 2001 Bonus Cash Cash Total Bonus Cash Cash Total No. of shares (of face value of Rs. 10 each) Face Value (Rs.) Issue Percent Percent Lock-in Price age of age of Period (Rs.) prePostIssue Issue paid-up paid-up capital capital

Name of Date of the Allotment/ Promoter Acquisitio n

Paramesw ara Holdings Ltd

January 15, 2003 February 16, 2001

2,520,000 630,000 3,150,000 2,205,000 735,000 735,000 3,675,000 2,205,000 735,000 735,000 3,675,000 2,935,000 1,565,000 4,500,000 15,000,000

10 10

Nil 10 4.93% 4.20%

3 Years 3 years

10 10 10

Nil 10 10 5.74% 4.90%

3 Years 3 Years 3 Years

Windmill Internation al Pte. Ltd

10 10 10

Nil 10 10 5.74% 4.90%

3 Years 3 Years 3 Years

Thakral Corporatio n Ltd

Prism Internation al Pvt Ltd Total

Bonus Cash

10 10

Nil 10 7.03% 23.44% 6.00% 20.00%

3 Years 3 Years

Other than the above shares which are locked in for three years, the Companys entire pre-issue share capital (except Equity Shares that are being offered for Sale in the Offer) shall be locked in for a period of one year from the date of allotment of this Offer including the following shares held by the Promoters. Promoters contribution has been brought in not less than the minimum specified lot and from persons defined as promoters under the guidelines. The Equity Shares will be locked in for the periods specified above from the date of allotment of shares in this Offer. The Equity Shares to be locked in for a period of three years have been computed as 20% of the Equity Capital after the Offer. Other than as stated above, the entire pre-Offer issued equity share capital of the Company will be locked in for the period of one year from the date of allotment of equity shares in this Offer. Locked-in Equity Shares held by the Promoters can be pledged with banks or financial institutions as collateral security for loans granted by such banks or financial institutions. In terms of clause 4.16 (b) of the SEBI Guidelines, Equity Shares held by the Promoters may be transferred to and amongst the

22

promoter group or to a new promoter or persons in control of the Company subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with SEBI Takeover Regulations, as applicable. Further, in terms of clause 4.16 (a) of the SEBI Guidelines, Equity Shares held by shareholders other than the Promoter may be transferred to any other person holding shares which are locked-in as per Clause 4.14 of the SEBI Guidelines, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with SEBI Takeover Regulations, as applicable. In addition, the Equity Shares subject to lock-in will be transferable subject to compliance with the SEBI Guidelines as amended from time to time. The Promoters and their directors have not purchased or sold any Equity Shares from the market during a period of six months preceding the date on which the Draft Red Herring Prospectus is filed with SEBI save as disclosed in Note No. 6 below: 3. Shareholding Pattern Post-Offer Number of Equity Percentage Shares 7,967,000 6,355,000 2,940,000 6,678,000 2,618,000 9,218,000 2,404,000 38,180,000 10.62% 8.47% 3.92% 8.91% 3.49% 12.29% 3.21% 53.91%

Shareholding pattern of the Company before and after the Offer: Pre-Offer Number of Category Equity Percentage Shares Promoters: Parameswara Holdings Limited 9,072,000 14.18% Windmill International Pte. Ltd. 7,644,000 11.94% KSP Logistics Limited 2,940,000 4.59% Thakral Corporation Limited Thakral Investments Holdings (Mauritius) Limited Prism International Pvt .Ltd. P K Gupta Sub Total Others: Infrastructure Development Finance Company Limited Aranda Investments (Mauritius) Pte. Limited Individuals Public Total 12,240,000 6,400,000 1,920,000 Nil 64,000,000 19.13% 10.00% 3.00% 100.00% 7,644,000 2,940,000 10,796,000 2,404,000 43,440,000 11.94% 4.59% 16.87% 3.76% 67.87%

7,500,000 6,400,000 1,920,000 21,000,000 750,00,000

10.00% 8.53% 2.56% 28.00% 100.00%

23

4.

Equity Shares held by the top ten shareholders

The list of top 10 shareholders of the Company is as follows: As on the date of filing of the Draft Red Herring Prospectus with SEBI: Sr. No. 1 2 3 4 5 6 7 8 9 10

Name of the Shareholders Prism International Private Limited Infrastructure Development Finance Company Limited Parameswara Holdings Limited Windmill International Pte. Limited Thakral Corporation Limited Aranda Investments (Mauritius) Pte. Ltd KSP Logistics Limited Thakral Investments Holdings (Mauritius) Limited Mr. Prem Kishan Gupta Mr. Prem Kishan Gupta & Mrs. Mamta Gupta Total

Number of Equity Shares 10,796,000 12,240,000 9,072,000 7,644,000 7,644,000 6,400,000 2,940,000 2,940,000 1,516,965 887,035 62,080,000

Ten days prior to the date filing the Draft Red Herring Prospectus with SEBI: Sr. No. 1 2 3 4 5 6 7 8 9 10

Name of the Shareholders Prism International Private Limited Infrastructure Development Finance Company Limited Parameswara Holdings Limited Windmill International Pte. Limited Thakral Corporation Limited Aranda Investments (Mauritius) Pte. Limited KSP Logistics Limited Thakral Investments Holdings (Mauritius) Limited Mr. Prem Kishan Gupta Mr. Prem Kishan Gupta & Mrs. Mamta Gupta Total

Number of Equity Shares 10,796,000 12,240,000 9,072,000 7,644,000 7,644,000 6,400,000 2,940,000 2,940,000 1,516,965 887,035 62,080,000

Two years prior to the filing the Draft Red Herring Prospectus with SEBI: Sr. No. 1 2 3 4 5 6 7 8 9 10

Name of the Shareholders Infrastructure Development Finance Company Limited Parameswara Holdings Limited Prism International Private Limited Windmill International Pte. Limited Thakral Corporation Limited KSP Logistics Limited Thakral Investments Holdings (Mauritius) Limited Mr. Prem Kishan Gupta Mr. Prem Kishan Gupta and Mrs. Mamta Gupta Mrs. Mamta Gupta Total

Number of Equity Shares 10,200,000 7,560,000 8,805,000 6,615,000 6,615,000 2,205,000 2,205,000 1,276,965 346,035 232,215 43,855,215

24

5.

Details of the aggregate Shareholding of the Promoter Group are as under: Particulars Parameswara Holdings Limited Windmill International Pte. Ltd KSP Logistics Limited Thakral Corporation Limited Thakral Investment Holdings Mauritius Ltd Prism International Pvt. Ltd. Mr. Prem Kishan Gupta Total No. Of Shares Held 7,967,000 6,355,000 2,940,000 6,678,000 2,618,000 9,218,000 2,404,000 38,180,000

Sr. No. 1 2 3 4 5 6 7

No company in the promoter group other than the Promoters hold any shares in GDL. The directors of the Promoters currently hold 1,440,001 Equity Shares.

6.

The aggregate number of securities purchased or sold by the Promoter Group and the Directors during a period of six months preceding the date on which this Draft Red Herring Prospectus is filed with SEBI, are as stated below: Transferor Transferee No. Of Equity Shares 1,008,000 1,176,000 1,176,000 944,000 26,667 26,667 26,667 26,667 26,667 Price per Equity Share (Rs.) 32 32 32 32 32 32 32 32 32

Sr No. 1 2 3 4 5 6 7 8 9

Parameswara Holdings Limited Windmill International Pte. Limited Thakral Corporation Limited Prism International Private Limited Mr. Gopinath Pillai Mr. Shabbir Hakimmudin Hassanbhai Mr. Karan Singh Thakral Mr. Sat Pal Khattar Mr. Prem Kishan Gupta

Aranda Aranda Aranda Aranda Aranda Aranda Aranda Aranda Aranda

7.

Buyback and Standby Arrangements For details of buy back arrangements, please refer to the section titled "Brief History of Company" at page 50 of this Draft Red Herring Prospectus. As of the date of this Draft Red Herring Prospectus, there are no outstanding financial instruments, warrants, options or rights to convert debentures, loans or other instruments into Equity Shares or any other right, which would entitle the existing Promoters or shareholders, or any other person any option to receive Equity Shares after the offering, other than the outstanding options granted under the ESOP scheme. The Company has raised a bridge loan of Rs 370 million from IDFC, which is to be repaid from the proceeds of this Offer.

8.

9.

25

10. Employee Stock Option The Company has introduced an ESOP scheme namely ESOP-2001, pursuant to the resolution passed by the shareholders at the EGM held on June 07, 2001. Options under the ESOP scheme have been granted to eligible employees and Directors on two dates December 02, 2002 (ESOP-1) and May 01, 2004 (ESOP-II). ESOP-I and ESOP-II have a vesting period of two years till April 01, 2004 and May 01, 2006 and an exercise period of three years there-from April 02, 2005 and May 01, 2006 till April 02, 2008 and May 01, 2009. The ESOPs are administered by the ESOP Committee, which determine the terms and conditions of the options vested/granted. Under the said ESOP schemes no equity shares have been issued till date. Each option on exercise entitles eligible employee /Director concerned, on payment of the exercise price, to receive 100 Equity Share of Rs.10/- Each. No employee has received options entitling him/her to subscribe to more than 1% of the Equity Share capital of the Company during the last/current fiscal. Particulars ESOP I (02-03) ESOP II (04-05) Cumulative Basis 7015 340 -

At face value of Rs. 10 a. b. c. d. e. g. h. i. j. k. Options Granted (net of options cancelled) Exercise Price per Equity Share Options Vested Options Exercised Options Lapsed or Cancelled Variation of terms of options Money realized by exercise of options Total number of options in force (vested) Person-wise details of options granted to: Directors and key managerial employees Any other employee who received a grant in any one year of options amounting to 5% or more of option granted during that year Please see Table (1) below Please see Note 5 below 5445 Rs.10.00 235 -

At a face value of Rs. 10 1570 Rs. 22.50 150 -

Please see Table (1) below Please see Note 5 below

26

Identified employees who are granted Options, during any one year equal to or Exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant L Diluted Earning Per Share (EPS) pursuant to issue of shares on exercise of options Vesting Schedule Lock-in

FY 2003-2004 Rs. 2.98 April 02, 2005 As per SEBI Guidelines May 01, 2006 as per SEBI Guidelines -

M n.

Each stock option entitles the holder to receive One Hundred-Equity Share of Rs 10/- each of the Company on payment of the exercise price. Under ESOP I, 5,680 options were granted to 16 employees, out of which 235 options have been cancelled as 6 employees have resigned and 5445 options now remain outstanding. Under ESOP II, 1,675 options were granted to 18 employees, out of which 105options have been cancelled as 1 employee have resigned and 1570 options now remain outstanding. As per section 15.3 (a) of SEBI ESOP Guidelines, the impact on EPS for FY2002-2003 and FY 2003-2004 is nil and Rs.0.01 respectively. Table (1) details regarding options granted to Directors and key managerial personnel are set forth below: S. No. Name of Director or key managerial personnel Number of options granted Number of Equity Shares of Rs.10/- each issuable upon exercise of options

Directors 1. Mr. Kirpa Ram Vij (ESOP-I) 5,000 500,000

Key Managerial personnel 2 Mr. Kapil Anand (ESOP-I) Mr. Kapil Anand (ESOP-II) 3 4 Mr. R. Kumar (ESOP-II) Mr. Jacob Thomas (ESOP- II) 200 400 400 100 20,000 40,000 40,000 10,000

27

None of the options granted have vested. The earliest date of vesting is April 02, 2005. 11. In case of over-subscription in all categories, not more than 50% of Offer shall be allocated on a discretionary basis to Qualified Institutional Buyers, further, not less than 25% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 25% of the Offer shall be available for allocation on a proportionate basis to Retail Bidders, subject to valid bids being received at or above the Offer Price. Under-subscription, if any, in any of the category would be, allowed to be met with spill over from any other category at the sole discretion of the Company and the BRLMs. 12. A Bidder cannot make a Bid for more than the number of Equity Shares offered through this Offer, i.e., 21,000,000 Equity Shares, subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor. 13. There would be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue, public issue or in any other manner during the period commencing from submission of the Draft Red Herring Prospectus with SEBI until the Equity Shares offered through this Draft Red Herring Prospectus have been listed or application monies refunded on account of nonlisting/undersubscription. 14. The Company presently does not have any intention or proposal to alter its capital structure for a period of six months from the date of opening of the Offer, by way of split/ consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into exchangeable, whether directly or indirectly, of the Companys Equity Shares) whether preferential or otherwise (except ESOPs, if any). 15. The Company has not issued any Equity Shares out of revaluation reserves or for consideration other than cash other than those disclosed elsewhere in the Draft Red Herring Prospectus. For details please refer to note no.1 given under this section. 16. At any given point of time, there shall be only one denomination for the Equity Shares of GDL, unless otherwise permitted by law and GDL shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. 17. An over-subscription to the extent of 10% of the Offer to the public can be retained for the purpose of rounding off to the nearer multiple of 100 while finalising the allotment. 18. The Company had 18 members as of the date of filing of the Draft Red Herring Prospectus with SEBI.

28

OBJECTS OF THE OFFER The objects of the Offer are to raise capital for financing the acquisition of the CFS at Chennai, the capital expenditure plan and achieve the benefits of listing. The Company believes that the listing of the Equity Shares will enhance the visibility and brand image and provide liquidity to its shareholders and to the employees who hold stock options under the ESOP plan. The gross proceeds of this Offer are estimated at Rs. [*] mn. The Company will not receive any proceeds of the Offer for Sale of Equity Shares by the Selling Shareholders. The objects of the Offer are stated below: To finance the capital expenditure program for Upgradation of the facilities at ICD Garhi Harsaru Expansion of existing facilities at CFS Navi Mumbai To fund the acquisition of a CFS at Chennai General Corporate Purposes including acquisitions of business / assets and strategic initiatives To meet Offer expenses To list the Equity Shares of the Company on the Stock Exchanges.

The main objects clause and objects incidental and ancillary to the main objects of the Memorandum of Association enable the Company to undertake its existing activities and the activities for which the funds are being raised through this Fresh Issue.

REQUIREMENT OF FUNDS, PROJECT COST AND MEANS OF FINANCE The above mentioned proposed expenditure program will be entirely financed from the proceeds of this Fresh Issue. The break-up of the utilization of funds in the proposed capital expenditure program and other expenses is as under: ( Rs. mn) Particulars Amount Upgradation of facilities at ICD, Garhi Harsaru Expansion of existing facilities at CFS, Mumbai Acquisition of CFS, Chennai General corporate purpose including acquisitions of business / assets and strategic initiatives Offer Expenses TOTAL Yearwise deployment in next two years Particulars Upgradation of facilities at ICD, Garhi Harsaru Expansion of existing facilities at CFS, Mumbai Acquisition of CFS Chennai Corporate Purpose including acquisitions of business / assets and strategic initiatives Issue Expenses TOTAL 2004-05 57.88 40.00 270.00 0.00 60.00 427.88 2005-06 0.00 34.25 0.00 [*] 0.00 [*] (Rs. mn) TOTAL 57.88 74.25 270.00 [*] 60.00 [*] 57.88 74.25 270.00 [*] 60.00 [*]

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MEANS OF FINANCE The proceeds of the Fresh Issue will be used to meet all or any of the uses of the funds described above. The Company has obtained a bridge loan from IDFC for Rs 370 mn, to be used for the acquisition of the CFS at Chennai, for upgrading the facilities at the ICD at Garhi and for other capital expenditure to be incurred by GDL at the CFS at Navi Mumbai and at the ICD at Garhi. The bridge loan carries an interest rate of 7.75% and in terms of the loan agreement the Company proposes to repay the loan out of the proceeds of the Fresh Issue. The Company undertakes to meet the shortfall, if any, as will be determined after the price before filing the Prospectus with the ROC. The free cash and cash equivalents for the year ended March 31, 2003 and March 31, 2004 is Rs 67.50 mn and Rs 62.10 mn respectively. As per the audited financial statements of March 31, 2004, the Company had a cash balance of Rs 62.09 mn, which can be used to meet any shortfall in the proceeds of the Fresh Issue. In the event that the funds raised in the Fresh Issue are higher than the total budgeted requirements, GDL intends to use the surplus funds to fund any possible future acquisitions. As of December 01, 2004 the Company has incurred an expenditure of Rs. 296.00 mn on the project as per the certificate from Rakesh Garg & Associates, Chartered Accountants dated December 01, 2004. The details of work done and expenditure incurred under each head is as shown under ( Rs. mn) Particulars Amount Upgradation of ICD Garhi Acquisition of CFS, Chennai TOTAL 26.00 270.00 296.00

UPGRADATION OF FACILITIES AT ICD, GARHI HARSARU. GDL acquired the ICD facility on an asset sale basis. After conducting a detailed inspection of the site the management, based on their experience of handling a modern CFS at Navi Mumbai has chalked out a modernisation and upgradation plan to bring up the facility upto the standards followed by GDL. The estimate of expenditure to be incurred for the modernisation and upgradation plan is detailed in the table below: (Rs. mn) Particulars Amount Refurbishment of warehouse / paving of container yard 41.90 Installation of fire fighting equipment 12.63 Electrical Installations 3.35 TOTAL 57.88

Civil Work at the ICD facility will include development of the container yard and refurbishing the existing warehouse along with construction of underground water tank and other miscellaneous works. Refurbishment of the Warehouse/ paving of container yard: An area of 13000 square meters of the existing warehouses will be cleaned, plastered, re-floored, re-strengthened and reinforced, water proofed, painted, and configured for demarcating storage space, etc. The work on the above has already commenced through civil contractors M/s Precise Engineers and is likely to be completed by endDecember 2004.

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An area of 25650 square meters will be paved with concrete paver blocks of M45 grade, laid in proper line, level, grade, etc on a 50 mm thick clean bedding. This will make the container yard equipped to handle the load of the reach stacker movements and stacking up to 5-high at the container yard. The contract for the same has already awarded and the work has commenced at the site. GDL is also building an underground water tank for storage to provide adequate fire fighting safety coverage, development and upgradation of office premises, waterproofing, developing additional toilet units, etc. Electrical Installation: A detailed study of requirement of electrification infrastructure at the existing facility at the ICD was conducted by M/s Power Web. Based on the study, the Company has awarded a contract to M/s Rohit Electrical to supply and install 750 KVA transformers, 500 KVA DG Set, high tension panel boards, L. T boards, distribution boards, etc. Fire-fighting and allied work: M/s Sunil Services had conducted a study on the requirement of firefighting infrastructure at the facility. GDL has on the basis of the above study awarded a contract to M/s Precise Engineers to supply and install fire hydrants including plumbing pipes, landing valves, fire panel boards, etc. Schedule of Implementation The schedule of implementation for the modernization and upgradation of the facility is stated below: Activity Finalization of detailed engineering for the warehouse Civil works Fire fighting and allied work Electrical Installation Commencement April July October October 2004 2004 2004 2004 Completion May December December January 2004 2004 2004 2005

Status The upgradation of the facility has commenced as per schedule. The Company has completed concretion of the floor of one of the warehouse and has also completed paving of 12000 square meters of yard. Upgradation of the other warehouse, sub-base leveling of balance yard is nearing completion.

EXPANSION OF EXISITING FACILITIES CFS, NAVI MUMBAI. Expansion of existing facilities: GDL has appointed M/s Rajani Associates to undertake the preliminary study of the area and draw out a detailed development plan in April 2004. Based on the design specifications and recommendations of the consultant, GDL has received quotations from various contractors for developing the warehouse and the container yard. The contract is likely to be awarded in mid November 2004. GDL will construct an additional two-storey warehouse on the existing plot of land which will have a built up space of 6330 sq. m. The company also proposes to asphalt truck movement area of 1780 sq. m and revitalize the existing container and maintenance yard admeasuring 3350 sq. m. The break-up of the proposed expenditure of Rs 74.25 mn is as stated below: ( Rs. mn) Development Plan Area in Sq. Mtrs Expected Cost Construction of two- storey warehouse along with the deck slab 6330 66.85 Development / asphalting of open area 5130 7.40 TOTAL 74.25

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Status The warehouse and container yard will be set-up on the available land that exists at the Companys Navi Mumbai facility. The Company has not yet commenced any activity relating to civil works. However, the preliminary survey by a third party has already been done and tenders floated to various contractors to bid for undertaking the work. No further approvals are required to operate the warehouse and container yard.

Schedule of Implementation Activity Piling Work Construction of Warehouse / Yard Commencement December 2004 February 2005 Completion March 2005 November 2005

ACQUISITION OF CFS AT CHENNAI: GDL had entered into a share purchase agreement for acquiring 100% stake in Indev Warehouse and Container Services Pvt. Ltd, which runs a CFS at Chennai for a consideration of Rs 134.29 mn. The Company has funded this acquisition througha bridge loan availed from IDFC and proposes to repay this loan through the proceeds of the Fresh Issue. GDL has also advanced a loan of Rs 135.71 mn to Indev Warehouse and Container Services Pvt. Ltd. For the purposes of discharging certain amounts owed by Indev Warehouse and Container Services Pvt. Ltd. to its erstwhile shareholders. This amount has also been funded through a bridge loan availed from IDFC and GDL proposes to repay this bridge loan from IDFC also through the proceeds of the Fresh Issue. ( Rs. mn) Particulars Amount Acquisition of Shares 134.29 Repayment of Loan 135.71 TOTAL 270.00

Details of the five year audited financials, the current business of the company, the board of directors of the company is detailed under the section "Subsidiaries of the Company" on page no 64.

GENERAL CORPORATE PURPOSES INCLUDING ACQUISITION OF BUSINESS / ASSETS AND INVESTMENT IN STRATEGIC INITIATIVES The Company has identified acquisitions of either businesses or assets including immovable property as one of its key growth strategies. Towards this end, GDL intends to pursue strategic initiatives either organically or through acquisitions of companies with the following attributes: CFSs located at important port destination or CFSs catering to new container terminals Rail head ICD located at important catchment areas. Domain expertise in Information Technology Expertise in providing 3PL / 4 PL logistical solutions

OFFER EXPENSES The Offer expenses consists of underwriting fees, fees payable to the BRLMs, selling commission, legal advisors, bankers to the Offer, escrow bankers, registrar, printing and stationery expenses, advertisement and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges. The Company intends to use Rs 60 mn towards the expenses for the Offer. All expenses with respect to the Offer will be [*].

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The proceeds of the Fresh Issue would be used by the Company to meet all or any of the uses of funds described above. Pending any use as described above, the Company intends to invest the funds in high quality, interest bearing liquid investments including deposits with banks for the necessary duration. Such investments would be in accordance with the investment policies as approved by the Board of Directors from time to time. No part of the Offer proceeds will be paid by the Company as consideration to Promoters, Directors, key management personnel, associate or group companies except the proceeds of the Offer for Sale which shall be paid to the respective Selling Shareholders.

MONITORING OF UTILIZATION OF FUNDS The Audit Committee appointed by the Board will monitor the utilization of the proceeds of the Offer.

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INDUSTRY Overview: Containerisation is the method of packing goods in reusable containers of uniform shape and size for transportation. Containerisation also means an article of transport equipment intended to facilitate the carriage of goods by one or more modes of transport, without intermediate loading. Goods normally are of different shapes and in different quantities, but when packed and shipped in containers, it can be handled, as a single piece thus making is a lot easier to transport. Before containerisation, handling and transport of cargo was done piece by piece and hence was time consuming. With the arrival of containerisation, shippers started stuffing their goods into containers and delivered them to the port container yard for shipment. Containerised transport succeeded because it ensured safety of goods transported reduction in the packing cost, multiple handling risks and also increased the speed of transportation. Containerisation also enables intermodal transport, i.e the total movement from the origin to the destination, using different mode enroute like roadways, railways, shipping, airlines etc. The popularity of containerisation is due to the fact that packing goods even in substantially lighter wooden or metal casings ensures easier transshipment and more importantly can be used for an estimated, 75% of the total general cargo volume. Containerisation solved the problem of congestion in harbors because of increased efficiency in handling of cargo, leading to quicker turnaround times for container vessels. Containers come in different types and shapes. The standard lengths are 10 feet, 20 feet, 30 feet 40 feet and 45 feet but the most common containers are 20 feet (TEU) and 40 feet (FEU) containers. Standardisation of containers promoted mechanized form of cargo handling. Ease of handling cargo in containerised form shifted the focus from disparate transport activities towards a transportation chain. Without rehandling of goods, containerised cargo can be transferred from terminal to terminal or directly from producer to consumer (door-to-door transport). The upscaling and integration of cargo transport marked the arrival of a transport revolution This revolution spread rapidly in developed countries and in port hubs like Hamburg, Rotterdam, Singapore and Hong Kong. Between 1968 and 1974, the number of container transshipments steadily rose from 150,000 TEU to 1,107,000 TEU at the largest European harbour, the Rotterdam harbour. The acceptance of containerisation of general cargo progressed steadily over the last decade and nearly 80 per cent of the global general cargo volumes generated are shipped in containerised form. (Source: ISLs SSMR, June 2004) Shipping lines have been the major proponents of containerisation. Recognizing the potential of improving efficiency through containerised cargo, shipping lines constructed ships that were dedicated for containerised cargo movement. In a short span of 4 decades the handling capacity of a dedicated container fleet was comparable to the handling capacity of the general cargo fleet. As of January 1, 2004, the fully dedicated container fleet stood at 3,036 ships with 90.20 mn dwt capacity and the general cargo fleet comprised 16,487 ships with 95.20 mn dwt capacity. (Source: ISLs SSMR, June 2004) The fleet of ships that handle containerised cargo is concentrated among a few shipping lines. Approximately 75% of the global TEU capacity is controlled by 15 shipping lines. Maersk Sealand, Mediterranean Shipping Corporation (MSC) & Evergreen are the largest independent global players in this market contributing to over 56% of the world TEU capacity. Leading global alliances like CMA CGM, CHKY Alliance (Hanjin, K-line, Cosco & Yang MIng), Wan Hai/ PIL, Grand Alliance (P&O Nedloyd, Hapag Lloyd, NYK, OOCL), New World Alliance (VAPL, HMM, MOL, NOL) contribute to another 28% container cargo movement. (Source: ISLs SSMR, June 2004)

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Containerisation in India The trend towards containerisation picked up in India in the last decade. Improvement in port infrastructure and increased private participation in port infrastructure has seen development of modern container handling port terminals at JNPT, Mundra, Pipavav, Chennai and Vishakapatnam. The economic reforms initiated in the early 1990s, increased focus on international trade and globalisation of the Indian economy resulted in a substantial improvement in export-import trade. The setting up of JNPT and expansion into the second terminal fueled the growth of movement of cargo in containerised form. The table below illustrates the volume of cargo export / import trade of India. Category wise traffic at Major Ports ('000 tonnes) Break bulk Conventional Container dry bulk 1994-95 1995-96 1996-97 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 Source: Infrastructure 15,009 34,967 16,072 37,614 14,775 39,267 15,672 45,735 17,851 49,451 16,655 51,757 15,223 57,335 16,105 56,940 20,399 51,413 CMIE, March 2004 15,358 17,618 20,590 23,299 23,782 27,690 32,222 37,230 43,673

Liquid bulk

Mechanical dry bulk 44,234 45,218 46,382 54,478 42,987 46,486 56,438 62,629 76,525

Total

87,694 98,816 106,243 112,475 117,649 129,335 119,887 114,675 121,519

197,262 215,338 227,257 251,659 251,720 271,923 281,105 287,579 313,529

Movement of cargo through containerised mode of transport has been increasing and is growing at a fast pace when compared to the overall growth in export import trade. During the last decade, the export-import trade has grown from 197.3 mn tonnes in 1994-95 to 313.53 mn tonnes in 2002-03 at a CAGR of 5.3%. In the same period, movement in containerised form has increased from 15.4 mn tonnes to 43.67 mn tonne, registering a CAGR of 12.3%. The share of containerised cargo to total cargo has also increased from 7.8% in 1994-95 to 13.9% in 2002-2003. JNPCT along with NCIST has played an important role in the containerisation of goods. NSICT was the first private sector initiative set up in association with P&O Ports in 1998-99. JNP accounted for 52.4% of the total containerised traffic handled out of India. CFSs located in and around the JNP region have benefited substantially from this growth. Container Traffic at major ports ('000 tonnes) JNPT % Share 1994-95 2929 19.1% 1995-96 4069 23.1% 1996-97 5078 24.7% 1997-98 6050 26.0% 1998-99 8029 33.8% 1999-00 10679 38.6% 2000-01 14277 44.3% 2001-02 18484 49.6% 2002-03 22864 52.4% Source: Infrastructure CMIE, March 2004

Chennai 2019 2308 2564 3002 2942 3977 5769 5857 7219

% Share 13.15% 13.10% 12.45% 12.92% 12.37% 14.36% 17.90% 15.73% 16.53%

Others 10410 11241 12948 14177 12811 13034 12176 12889 13590

% Share 67.78% 63.80% 62.88% 61.03% 53.87% 47.07% 37.79% 34.62% 31.12%

All India 15,358 17,618 20,590 23,299 23,782 27,690 32,222 37,230 43,673

JNPT has recently awarded a contract for the development of the third terminal to Gateway Terminals India Pvt. Ltd., a 74:26 joint venture between AP Moller (Maersk) and Container Corporation of India Ltd. The third terminal is expected to commence commercial operations in 2005-2006 and will increase the capacity

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of JNPT by 54% from 2.4 mn TEUs to 3.7 mn TEUs. JNPT has also initiated a proposal for a fourth terminal to be completed by 2007-08 with a capacity of 3 mn TEUs. [Source: JNPT Vision, Vision 2010] Addition of these capacities will enable JNPT to maintain its dominant market share, which will also result in the expansion of the CFS market. A substantial portion of the export import traffic that is handled at JNPT originates /culminates in north India. The traffic gets distributed mainly amongst the ICDs located at Tughlakabad, New Delhi and Ludhiana. Currently the container demand from the three satellite cities of New Delhi, i.e. Gurgaon, Noida and Faridabad is catered to by the Tughlakabad ICD. The ICD at Tughlaqabad is a rail-head ICD and is owned and operated by Container Corporation of India Ltd. The ICD has over the past ten years registered a CAGR of 17% in volume of containers handled. YEAR 1993-94 1994-95 1995-96 1996-97 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 Source: EXIM THROUGHPUT (TEUS) 71,366 95,915 1,25,591 1,50,547 1,63,808 1,92,619 2,21,062 2,52,098 2,80,853 3,24,586

Gurgaon, Haryana has in the last few years emerged as an important industrial belt catering to prominent sectors like auto, auto ancillary, electronics, etc. According to a study conducted by the IIFT, Haryana is an investor friendly state with considerable potential to absorb foreign investment. There are more than 530 large industrial units set up and more premium MNCs are in the process of setting business units here. Following are some of the developments that are being planned at Gurgaon. A 600-hectare Japanese Industrial Model Township (IMT) envisaging an investment of about Rs.20000 mn is being set up at Manesar, Gurgaon. Other projects under implementation include an Indo-Singapore Technology Park , an Export Promotion Industrial Park and setting up of Indias largest satellite freight city for computerized customs clearance. Once these facilities become operational, the trade in and around Gurgaon is poised to increase manifold. Container terminals on the eastern coast of India are ideally suited for demand of conatinerised traffic movement to and from important destinantions like China, South East Asia, etc. The container terminal at Chennai has emerged as India's second largest container terminal. Privatization and the renewed thrust of expanding the Chennai container terminal and the addition of new and modern terminals at Vishakapatnam and Ennore port will add to the capacity of handling containerised traffic at the eastern coast substantially over the next three to five years.

CFS / ICD CFSs and ICDs are facilities set-up for the purpose of in-transit container handling, examination, assessment of cargo with respect to regulatory clearances, both import and export. The CFSs / ICDs are an integral part of the logistics chain in relation to the movement of containerised cargo. Functionally there is no distinction between an ICD/CFS as both are transit facilities, which offer services for containerisation of break bulk cargo and vice-versa. An ICD is located in the interiors (outside the port towns) of the country away from the gateway ports. A CFS, on the other hand, is an off dock facility located near the gateway ports which helps in decongesting the port by shifting cargo and customs related activities outside the port area. CFSs are largely expected to deal with break-bulk cargo

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originating/terminating in the immediate hinterland of a port and may also deal with road borne traffic to and from inland locations. The diagram below illustrates the entire cycle associated with export - import trade and also the various elements involved in the process

CFSs / ICDs are involved in export / import transaction both at the port of embarkation as well as the port of disembarkation. CFSs and ICDs play an important role in decongesting the port / harbor. As is evident from the illustration, in addition to value added services that a CFS/ICD provides, its primary role is that of fecilitating clearance of the cargo for export out of a country or import into a country consolidation, deconsolidation of cargo and leave the port to function as a mere transshipment point. CFSs / ICDs are appointed as custodians of the imported goods by the commissioner of customs, under Section 45 of the Customs Act, 1962. The imported goods remain in the custody of such person as approved by the commissioner of customs until they are cleared for home consumption or are warehoused or are transshipped. As custodians for imported cargo under local legislation, a CFS/ICD is able to clear the goods imported and / or exported in a decentralized form. Distribution of CFSs in and around the port and of ICDs in the hinterlands has helped in a manifold increase in the handling capacity of ports.

Need for CFSs / ICDs Ports and harbors due to inherent structural and procedural constraints could not accommodate the increased traffic in containerisable cargo. Such increase in container traffic necessitated ancillary facilities which could Provide a place for speedy evacuation of import containers from the port; Provide a place where the activities like unitization, stuffing, de-stuffing and regulatory clearances could be undertaken; Act as a warehouse to ensure safety & security of cargo while in-transit storage; Provide a place for storage and transport of empty containers.

This led to the development of distribution parks. Globally distribution parks are referred to as distriparks, which are typically congregations of warehouses in particular locations. The critical element behind the concept is the provision of extended logistics services given the increasing need for integrated logistics and value-added services. These distriparks are more popularly known as Container Freight Stations (CFS) & Inland Container Depots (ICDs).

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Functions of ICDs / CFSs The primary functions of ICDs/ CFSs may be summed up as under: Receipt and dispatch/delivery of cargo. Stuffing and stripping of containers. Transit operations by rail/road to and from gateway ports. Customs clearance. Consolidation and desegregation of cargo. Temporary storage of cargo and containers. Reworking of containers. Maintenance and repair of container units.

The operations of the ICDs/CFSs revolve around the following centres of activity Rail Siding - the place where container trains are received, dispatched and handled in a terminal. The containers are loaded on and unloaded from rail wagons at the siding through overhead cranes and / or other lifting equipments. Container Yard the container yard occupies the largest area in the ICD/CFS. It is the stacking area where the export containers are aggregated prior to dispatch to the port, import containers are stored till Customs clearance and where empty containers await onward movement. Likewise, some stacking areas are earmarked for storing special containers such as refrigerated containers, hazardous containers, overweight/over-length containers, etc. Warehouse - a covered space/shed where LCL/ bonded cargo is received and import cargo stored/delivered; containers are stuffed/stripped or reworked; Export cargo is consolidated, import LCLs are unpacked; and cargo is physically examined by the Customs. Export and import consignments are generally handled in different nominated warehouses/sheds. Gate Complex - The gate complex regulates the entry and exist of road vehicles carrying cargo and containers through the terminal. It is the place where documentation, security and container inspection procedures are undertaken to facilitate container interchange between the port and CFS/ICD.

Benefits of ICDs / CFSs The benefits of an ICD/CFS are as follows: Consolidation points for long distance cargoes and its unitisation. Service as a transit facility. Customs clearance facility available near centres of production and consumption Reduced level of demurrage and pilferage. No customs required at gateway ports. Issuance of through bill of lading by shipping lines, thereby assuming full liability of shipments. Reduced overall level of empty container movement. Competitive transport cost. Reduced inventory cost. Increased trade flows.

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Work Flow Exports: Export cargo is brought in trucks and is stored in sheds / open yard. The exporter/ custom house agent/ consolidator gives a requisition for moving empty containers, which are moved through the handling and transport contractor to the CFS from the shipping lines yard. Cargo is examined and stuffed in designated containers under the supervision of the customs authorities. The loaded container is moved by road on truck trailers to the port yard from the CFS and placed at designated place earmarked for containers of a particular vessel set to berth and sail on a predetermined time and date. Imports: Shipping line/ importer submits a request to the CFS for movement of container from the port to the CFS. A job order is issued by the CFS to the Handling & Transport Contractor ("HTC") who takes the delivery of container from the port and brings it to the CFS. The import container is off loaded by reach stackers and stacked at a designated place by HTC. On receipt of request for delivery from the importer, the cargo in container is examined and the importer pays the duty assessed to the customs authorities. Handling/storage charges are paid to the Company. The importer can take the examined container as such for factory destuffing or can bring empty trucks inside the CFS for loading the cargo from container to the trucks With customs approval & under customs supervision, cargo intended for transshipment to other ICDs / CFSs are stuffed in other containers. The shipping line submits a request for the movement of empty import containers to their designated yard or for allotting the empty containers to an exporter for stuffing in the CFS. Based on the request, the empty containers are moved to the empty yard. Custom Bonded Warehouse: The importer submits a request with the CFS for storage of the examined goods in the bonded warehouse. The Cargo is then stored inside the custom bonded warehouse.The importer pays the custom duty to the customs and charges to the CFS for part delivery of the goods taken out of the bonded warehouse. Cargo not taken by importers: After notice to importer and approval of customs for valuation, cargo not removed after 60 days is sold through public auction and proceeds are used to recover costs of auctions customs duty and companys charges.

Revenue Container H&T charges: These charges are levied with respect to handling and transportation of containers from the port to the CFS / ICD. A CFS / ICD earns H&T charges on both exports as well as import consignments. Ground rent: Ground rent is charged for the number of days a container remains in the yard of the CFS / ICD. The ground rent charges follow an escalating scale with the rent per day increasing with the number of days that the container remains in the CFS. Ground rent is normally earned only on import containers as it is the customers responsibility to clear the goods once it has reached the CFS / ICD. In the case of exports, it is the primary responsibility of the CFS / ICD to move the loaded containers to the gateway port and hence no ground rent is earned.

Storage charges: Warehousing charges are levied depending on the nature of warehousing requirement. In the case of import consignment, the CFS / ICD provides warehouse storage space. The CFS / ICD also earns storage income in the case of import of LCL cargo. CFSs and ICDs lease out warehouse spaces to shipping lines

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and consolidators for export cargo consignments and earn storage income. The warehouse space is provided on reserved (used/unused basis) or common user basis. Other Service Charges: In addition, other service charges levied on stuffing/de-stuffing charges, custom examination / reworking charges and on value added services like palletisation, shrink wrapping, etc also generate income.

The Indian Regulatory Framework governing CFS/ ICD To monitor the growth of ICDs/CFSs, a regulatory authority in the form of an Inter-Ministerial Committee under the chairmanship of the Additional Secretary (Infrastructure), Ministry of Commerce, has been set up. It comprises representatives from the Department of Revenue, Ministry of Surface Transport, Ministry of Railways and the Ministry of Commerce. The Committee considers the proposals submitted by public sector as well as private sector entrepreneurs for setting up of new ICDs/CFSs at different centres in the country and monitors their progress. Existing Guidelines for approval of ICD/CFS The proposal for setting up of ICDs/CFSs is examined by the IMC on the basis of following guidelines: Feasibility report: A survey/feasibility study must precede the setting up of ICDs/CFSs and copy of the report should accompany the application for setting up such a facility. The facility has to be economically viable for the management and attractive to users, to the railways for full train movements; and to other transport operators; shipping lines; freight forwarders, etc. The clearance for setting up an ICD/CFS will be granted by the IMC, which bases its decisions, inter alia, on the feasibility reports submitted by the interested party. A separate copy of the application also needs to be submitted to the Commissioner of Customs, which will then render its comments on the merits of the application to the Ministry of Commerce. In case the project is in a port town, a copy of the proposal has to be submitted to the concerned port authority as well. The concerned departments will submit their views and the final decision will be taken by the IMC. Once the proposal has been accepted a letter of intent will be issued following which the applicant may initiate steps to create infrastructure. A quarterly progress report has to be submitted to the Ministry of Commerce. The applicant will have to put up the required infrastructure, meet the security standards of the Commissioner of Customs and also provide a bond backed by a bank guarantee to the Customs. The working of the ICD/CFS is always open to the IMC scrutiny. For approval of an ICD/CFS, following minimum level of traffic volume is prescribed: For ICD - 6,000 TEUs per year (Two way) For CFS - 1,000 TEUs per year (Two way) Land requirements: For the ICDs/CFSs proposed to be set up outside limits of major cities, a minimum of 3 acres of land is required and for such facilities inside city limits /port area, a minimum area of 1 acre (about 4500 sq. mts) is required. Rail head ICDs: For setting up a rail based ICD, the applicant has to bear the cost for all the infrastructure facilities, including land, track, handling equipment for containers, maintenance of assets including track, rolling stock etc. as per railway rules applicable to private sidings.

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BUSINESS OVERVIEW GDL is a leading provider of port related logistics support services and is promoted by the Windmill group, the Thakral group, Parameswara Holdings Ltd. based in Singapore and Mr.Prem Kishan Gupta and Prism International Pvt. Ltd. based in India. GDL operates a container freight station (CFS) catering to the westcoast traffic through Navi Mumbai and an inland container depot (ICD) at Garhi Harsaru, Haryana, on the outskirts of Delhi to cater to the demand from the northern hinterlands. GDL has commenced work for a greenfield CFS at Vishakapatnam, to cater to the east-coast traffic. The Vishakapatnam CFS is being setup as a subsidiary, Gateway East Limited, which is a 60:40 joint venture with the Suri group. GDL has also recently acquired a 100% stake in Indev Warehouse and Container Services Pvt Ltd. ("Indev"). Indev operates a CFS catering to the east-coast traffic through Chennai. GDL proposes to use part of the Offer proceeds towards this acquisition.

Gurgaon

Kandla Pipava Mundra Mumbai Vishakapatnam Ports GDL can cater to GDL Locations

Chennai

The CFS at Navi Mumbai is located at a distance of 9 kms from JNP and was developed in 3 phases at a total cost of Rs 1,110 mn. The CFS is strategically located within the designated warehousing zone of JNP and is ideal to serve the industrial belt of western India. JNP is Indias largest container port accounting for 58% (Source: EXIM) of the total Indian container traffic movement and has achieved a throughput of 2.27 mn TEUs in 2003-04. JNP has recorded a compounded annual growth rate of 29.2% from 173,071 in 19931994 to 2,268,989 in 20032004 (Source : EXIM) in the volume of container throughput handled over the past 10 years. JNPT has recently awarded a contract to set-up the third terminal to handle containerized cargo that will add a capacity of 1.3 mn TEUs. The new terminal is likely to commence commercial

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operations in the third quarter of 2005-06. GDL is well positioned to take advantage of this growth potential at JNPT The Navi Mumbai facility has a capacity to handle 216,000 TEUs per annum. The CFS at Navi Mumbai has recorded a compounded annual growth rate of 39.5% over the last four years, with total volume handled increasing from 34,442 TEUs in 1999-2000 to 130,345 TEUs in 2003-04. During the first six months of the current financial year, the CFS at Mumbai achieved a throughput of 78,411 TEUs. The primary purpose of starting operations with Navi Mumbai as a base was of building an anchor facility next to the largest port of the country and then expanding into other ports and the catchment areas in the hinterlands. After completion of phase II in 2001, which led to the facility at Navi Mumbai achieving profitability, GDL embarked on implementation of its long-term strategy of expanding geographically to cater to important gateway points & industrial hinterlands. GDL identified an ICD at Garhi, Harsaru and commenced negotiations to acquire the facility in the year 2002. After several rounds of negotiations and discussions the facility was acquired by GDL on Asset Sale basis in April 2004 for a total consideration of Rs 177.5 mn. The ICD is strategically located to serve the markets of Gurgaon and the industrial belts of Daruhera and Maneser. The ICD at Garhi is located at a distance of 40 Kms west of Delhi and can also cater to the markets in Punjab, Rajasthan, Uttar Pradesh Haryana and Delhi. Garhi Harsaru is a well connected location with strong multi-modal land access infrastructure connecting to multiple gateway ports on both east & west coasts of India. GDL is presently upgrading the ICD to bring it upto GDL standards by refurbishing the warehouse and paving the existing container yard. The ICD Garhi currently has a container handling capacity of 24,000 TEUs per annum. GDL has additionally acquired 17.80 acres of land adjecent to the ICD, located along the broad gauge railway line passing through Jaipur and Delhi. GDL proposes to use this land to set-up railway sidings to connect the ICD to the gateway terminals through rail. GDL has obtained an in-principle approval from the Northern Railways to set-up the railway siding. GDL is also expanding the facility further by developing an additional warehouse and a container yard. GDL proposes to fund this expenditure through internal accruals and/or debt. The ICD at Garhi has recorded a throughput of 3,589 TEUs during the first six months of the current year. GDL has recently executed a share purchase agreement to acquire 100% stake in Indev Warehouse and Container Services Pvt. Ltd. for a total consideration of Rs 270 mn. The CFS at Chennai is situated on the 100 ft Ponneri High road and at a distance of 16 kms from the Chennai port, India's second largest container terminal port. The CFS can also cater to the upcoming container terminal at Ennore port, which is located at a distance of 14 kms from the facility. The CFS currently has a capacity to handle 40,000 TEUs per annum and GDL expects to increase this capacity to over 50,000 TEUs per annum by reorganising the container yard. Indev recorded a throughput of 21,169 TEUs in 2003-04 as compared to 16,709 TEUs in 2002-03. During the first six months of the current year, Indev has recorded a throughput of 17,450 TEUs. The CFS at Vishakapatnam is being set-up as a 60:40 joint venture with the Suri Group based in Andhra Pradesh and will cater to the new container terminal that has been set-up by the JM Baxi group and the Dubai Port Authority. The CFS is located at a distance of 9 kms away from the container terminal. Work on phase 1 of the project has begun and the CFS is expected to commence operations in April 2005. The CFS at Mumbai, the ICD at Garhi and the CFS at Chennai will act as three hubs of GDL to cater to he demand traffic in the western, northern and southern region of India respectively. These three facilities along with the upcoming CFS at Vishakapatnam make GDL the only private sector player with a pan-India presence.

42

GDL has been very judicious in financing capital expenditure since inception. The first two phases were funded out of promoters contribution of Rs 360 mn and borrowings of Rs 490 mn. The third phase was funded through a placement of shares to IDFC aggregating to Rs 260 mn. Aranda, a registered FII and a wholly owned subsidiary of Temasek Holdings Ltd., Singapore acquired 64 mn shares of GDL from the exisiting shareholders at a price of Rs 32 per share. GDL has repayed its debts substantially over this period of time and the gearing as on March 31, 2004 was 0.14 . GDLs financial performance over the last three years have seen revenues increase from Rs 391.60 mn in 2001-02 to Rs 597.58 mn in 2003-04, recording a CAGR of 23.5%. During the same period the net profit has more than doubled from Rs 75.21 mn in 2001-02 to Rs 191.30 in 2003-04.

LOCATION AND FACILITIES GDL has a total of 119.31 acres of land under its management at its three facilities; Dronagiri near Navi Mumbai, Grahi Harsaru near Delhi and Vishakapatnam. Location CFS Dronagiri, Navi Mumbai ICD Garhi, Harsaru, Haryana CFS Chennai CFS Vishakapatnam TOTAL Title Leasehold Freehold Freehold Leasehold Area (acres) 35.00 45.74 18.57 20.00 119.31

GDL acquired the land for the development of CFS at Navi Mumbai from City Industrial Development Corporation of Maharashtra Limited (CIDCO) on a 60-year lease. The CFS is located 9 kms from JNP, and 53 kms from Mumbai. The ICD at Garhi is located on freehold land along the broad gauge railway line passing through Jaipur and Delhi and is at a distance of 40 kms from Delhi. The ICD is strategically located and is ideal to serve the industrial markets near Delhi. Of the total land owned by GDL, 33.63 acres (73.78%) of land has not been converted for non-agricultural purposes. GDL has yet to apply for the conversion of land. The CFS at Vishakapatnam is being set-up on land that has been taken on a 30-year lease from Vishakapatnam Port Trust. The CFS is located at a distance of 9 kms from the port and will cater to the traffic movement at the new container terminal of Vishakaptnam. As on September 30, 2004 GDL has a developed container yard totalling to 121,094 sq. meters and 46,095 sq. meters of warehouse space spread across three of its facilities. The table below gives details of the increase in container yard and warehouse capacity post expansion, which is currently being implemented by the Company. Particulars Area under Management (Sq. Mtrs) Current Infrastructure** Infrastructure Post Expansion Container Yard Warehouse Container Yard Warehouse 20,000 45,500 23,230 32,364 121,094 17,980 9,262 6,338 12,545 46,095 20,000 45,500 28,360 32,364 17,250 147,478 17,980 9,262 13,206 12,545 6,400 59,363

CFS Mumbai Phase I Phase II Phase III ICD Garhi CFS Chennai TOTAL

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** as at September 30, 2004 The container yard area at CFS Mumbai is specially paved with heavy-duty paver blocks for handling a load of 4-high container stacking including vibro stone column 10 meter deep ensuring a carrying capacity of 25 metric tons. Piling and reinforcement at the yard has been done to ensure minimum water logging at the yard during heavy rains, and also ensure longer life of the facility due to proper reinforcing and support. GDL has a separate area of 3600 sq. meters for container repair washing and maintenance services. The container yard at ICD, Garhi is water bound mecadam paved and is not ideal for container stacking 4high. GDL is re-paving the yard with concrete paver blocks of M45 grade on a 50 mm thick clean bedding. This will make the container yard equipped to handle the load for reach stacker movement and for stacking upto 5-high. The warehouses at the CFS and ICD can cater to both export and import business. Of the total warehouse space of 46,095 sq meters, around 38% of warehouse space totalling to 17,339 sq. meters have been earmarked as bonded warehouse. All the warehouses are well equipped with forklifts for movement of cargo and have lock-fast facility to take care of sensitive cargo. Each of the CFS and ICD has administration blocks, which is used by GDLs staff for running the day to day operations. GDL also leases out space to its regular customers. The administration blocks are also provided to the customs authorities to enable smooth operations. At the CFS at Navi Mumbai, GDL has provided a fully furnished air-conditioned office with wireless connectivity to the EDI center of JNP through ICEGATE network on a real time basis. The customhouse at GDL acts as an extension of the port for all practical purposes. Similar facilities are also being extended to the Customs officials at the ICD. Equipment: The CFS at Navi Mumbai is one of the few CFSs that has invested in and owns H&T equipment. GDL has in the last one year purchased 7 reach stackers and 71 tractor-trailers. Reach stackers are used for movement of containers within the CFS and tractor-trailers are used for transporting containers between the CFS and the port. CFS Mumbai No of Equipment Capacity 7 71 14 5 2 2 1 40 tonne 2 TEUs 3/5 tonne 2 / 1 tonne 640 KVA 880 KVA 60 tonnes ICD Garhi No of Equipment Capacity 2 2 1 2 1 60 / 10 tonne 3 tonne 1 tonne 150 KVA 60 tonne

Equipment Reach Stackers Tractor Trailers Cranes Forklifts Weighing Scales DG Sets Transformers Weigh Bridge

Utilities: The main utilities used at the CFS are power and water. The maximum power demand is estimated at 640 KVA. This is sourced from the Maharashtra State Electricity Board (MSEB). The Company has entered into an agreement with MSEB for 880 KVA of electricity. Further, GDL also has 2(two) DG sets (total 640 KVA) in the facility which can supply 100% electricity in case of any major power failure. The per day requirement of water at the CFS is 77.05 cu. mt. This is met out by water supply from CIDCO. The main utilities used at the ICD are power and water. The maximum power demand is estimated at 800 KVA for the full facility. However, the current maximum demand is 55 KVA. This is sourced from the Haryana State Electricity Board (HSEB). The Company has entered into an agreement with HSEB for 100 KVA of electricity. Further, GDL also has 2 (two) DG sets (total 150 KVA) in the facility which can supply 100% electricity in case of any major power failure. GDL sources its requirement for water from borwell.

44

Information Technology: Gateway has a 5-member dedicated IT team which develop and customize packages for managing the operations at its facilities. The services are also outsourced on a need basis. GDL has implemented Warehousing Operations and Planning System (WOPS), a software that helps in capturing and tracking of movement of all cargo and containers at its facility. This package is linked to the standard accounting package and also is ued for reporting key operational informations. The entire facility at Navi Mumbai is linked using a fibre optic backbone connected through switches and routers. The entire network runs on 100% UPS backup. The system is designed to give connectivity to both in-house customhouse and customers for exchange of relevant data. GDL is connected to the customs house through both wireless and leased lines. The key features of the system are 1. 2. 3. Linked to in/out-gate complex, warehouses, administrative blocks to ensure on time availability of all movements of goods within the premises. Inventory management, Smooth monitoring through user access governed MIS reports on a periodic basis.

Business and Operations: GDL's business operations revolve around handling and transport of containerised export / import cargo. GDL provides the following services with regards to an import transaction; 1. 2. 3. 4. 5. 6. Transport the container from the port to the CFS Facilitate custom examination of goods Assist the customer in clearing the documents and making the payment of custom duties Provide general / bonded warehouse support, if required Delivery of goods as full container load De-stuffing and delivery of goods in case of less than container load

The following services are also provided for export consignments, which are mainly to consolidators; 1. 2. 3. 4. 5. Dedicated warehouse space for consolidation of export consignments Value added services like sorting, bar coding, shrink wrapping and palletisation Stuffing into containers Facilitate custom examination Transporting the container to the port for shipment

As on September 30, 2004 GDL currently has a total capacity to handle a throughput of 240,000 TEUs per annum. The break-up of capacity at the various locations is given as under. Location CFS, Dronagiri, Navi Mumbai ICD, Garhi, Harsaru, Haryana TOTAL Capacity (TEUs) 216,000 24,000 240,000

The total capacity will increase to 292,000 TEUs per annum on acquisition of the CFS at Chennai and after implementation of the current expansion programme. The break-up of capacity post expansion and upgradation at the various locations is given as under: Location CFS, Dronagiri, Navi Mumbai ICD, Garhi, Harsaru, Haryana CFS, Chennai Capacity (TEUs) 216,000 36,000 40,000

45

TOTAL

292,000

The CFS at Navi Mumbai recorded a compounded annual growth of 27.5% over the last two years in the number of TEUs handled. The ICD is currently in the process of being upgraded and has achieved a throughput of 3857 TEUs for the period April to Septemeber 2004. Particulars 2003-04 TEUs % age 33,941 89,644 6,760 26.04% 68.77% 5.19% 2002-03 TEUs % age 19,313 68,022 5,550 92,885 20.79% 73.23% 5.98% 100.00% 2001-02 TEUs % age 16,398 57,143 6,566 80,107 20.47% 71.33% 8.20% 100.00%

Exports Imports Others*

TOTAL 1,30,345 100.00% * Others include buffer yard / empty containers

In addition to the basic services, GDL also provides the following value added services dedicated warehouse space to consolidators, general and bonded warehousing service, bar code scanning and label verification, palletizing, shrink wrapping haulage, trucking, carting and pick and pack services. GDL's revenues from providing all the above services during the last three years has been tabulated as under: 2003-2004 Rs. mn % age Income from Operations Ground rent Container storage, handling and Repair Service charges Auction sales Total Income from Operations Other income Total Income 155.83 26.08% 2002-2003 Rs. mn % age 147.52 32.00% 2001-2002 Rs. mn % age 138.15 35.28%

358.17 59.94% 45.04 7.54% 32.49 5.43% 591.53 98.99% 6.05 1.01% 597.58 100.00%

246.96 53.56% 23.98 5.20% 38.53 8.36% 456.99 99.12% 4.04 0.88% 461.03 100.00%

207.15 52.90% 16.41 4.19% 18.41 4.70% 380.12 97.07% 11.48 2.93% 391.60 100.00%

MOUs / Other Agreements GDL has entered into an MOU with Pipavav Rail Corporation Limited ("PRCL"), a joint venture between Pipava port and Indian Railways which has presently laid out a track between Pipavav port and Surendra Nagar for north bound traffic. The MOU provides for PRCL to move containers from Pipavav and other ports to Garhi. Pipavav Rail Corporation Limited is awaiting approval from the relevant authorities to run container trains.

COMPETITION AND MARKETING There are around 8 major CFSs catering to JNP located in the Navi Mumbai. These CFS can be categorised as independent private players, private player associated with shipping lines and public sector players.The capital intensive nature and absence of private sector participation at the ports resulted in a conscious decision by the government to promote public sector CFSs. However, these enterprises have not been able to scale-up their operations substantially. CFSs promoted by shipping lines have the distinct advantage of captive business. While they are free to do business for other shipping lines, some of competing shipping lines view this as a conflict of interest thus impairing the available market to a limited

46

extent. Independent CFSs like GDL, are perceived as neutral players and hence can cater to a large number of shipping lines. GDL's ICD at Garhi faces competition from the ICDs located at North India. A substantial flow of exim traffic from the ports are handled currently by the Tughlaqabad ICD at Delhi, Patpargang ICD at Delhi and the Ludhiana ICD at Punjab. The ICD at Garhi will also compete with the new ICD that is coming up at Dadri. Though all the above ICDs cater to the entire northern region, each of them have their own catchment areas. There are around 14 CFSs catering to the demand in Chennai. Indev will also face competition from the Chennai port as the port has an inhouse CFS. The Vizag port has one CFS that is being operated by Concor. Customers: The most important initiators for this business are the shipping lines. GDL is tied up with most of the leading shipping lines that touch Indian ports and continues to service them since inception. There are around 12 major shipping lines and over 25 other players in these markets. GDL also provides valueadded services to these lines including dedicated warehouses. Major shipping lines like APL, P&O, CMA are among GDL's top clients. The most important influencers in this business are the CHAs since they in turn influence the decision of the consolidators, importers and shipping lines. This is inspite of the fact that their contribution to monetary value of business is the least. There are around 100 major CHAs at Mumbai and over 1000 smaller players. The most important catalysts in this chain are the consolidators, which help complete the export cycle GDL caters to most of the bigger consolidators in the marketplace and provides value added services like dedicated warehouses. There are over 25 major consolidators and innumerable smaller players in the marketplace. GDL caters and does business with the leading consolidators -- Fritz, Expeditors, Keuhne & Nagel, etc.

MANPOWER GDL has employed 48, 51, 67 and 76 employees as on March 31, 2002, March 31, 2003, March 31, 2004 and Septembert 30, 2004 at Mumbai. The details of the Companys human resources is as stated below Employee Category Managerial Operations Managerial staff Support Staff TOTAL Number of Employees as on , 2004 Navi Mumbai Garhi Total 10 2 12 7 1 8 59 22 81 76 25 101

The CFS industry is highly labour intensive. GDL as a policy has decided to hire its entire labour force on contract with the remuneration linked to the number of TEUs handled and not the time spent on the site. This strategy to outsourcing labour on contract basis has also helped GDL in acquiring better control over its operations with and no incidence of work disruption due to labour unrest/problems. Contract Labour Labour Drivers, cleaners for trailers, reach stackers and forklifts TOTAL Number of Employees as on, 2004 Navi Mumbai Garhi Total 400 8 408 400 6 406 800 14 814

47

BRIEF HISTORY OF THE COMPANY GDL was incorporated on April 06, 1994 and got the certificate of commencement of business on October 24, 1994. The Company was originally promoted by NTSC, CWT Distribution Limited (CWT), NUR Investment and Trading Pvt. Ltd ("NUR"). and Intercontinental Forest Products Pte. Ltd. (IFP) as a joint venture company to conduct the business of warehousing, container freight stations and all related activities. On March 13, 1995 IFP resigned as a joint venture partner and was replaced by Parameswara Holdings Ltd. and on April 01, 1996, CWT and NUR also resigned as joint venture partners and they were replaced by Windmill International Pte Ltd. and Thakral Corporation Ltd. The development of the CFS at Dronagiri was completed in three phases. Phase I & II, spread over an area of 24.71 acres, were developed at a total cost of Rs 850 mn. The land was acquired from CIDCO. Phase I of the CFS achieved optimum capacity utilization during the year 2000. Phase II became operational during the month of April 2001. Development of Phase III, spread over an additional area of 10.30 acres of land, acquired from CIDCO and situated adjacent to the existing plot has been completed during the second quarter of the financial year 2003-04. The capital expenditure of phase III was funded through a placement of 10.20 mn shares with IDFC at a price of Rs 25.49 per share aggregating to Rs 260 mn. In April 2004, GDL acquired an ICD at Garhi Harsaru as a going concern for a consideration of Rs 177.50 mn. The ICD is well connected by road and GDL has received the in-principle permission to set-up a railway siding from the Northern Railways. At present the ICD has a total developed area of 9.88 acres (converted), which is being upgraded. GDL also acquired additional land of 17.83 acres adjoining the ICD alongside the broad gauge railway track on the Delhi Jaipur main trunk line. In September 2004, GDL executed a joint venture agreement to acquire 60% stake in Gateway East Ltd (erstwhile Viking Exim Ventures Pvt. Ltd), through a fresh infusion of equity. GDL has invested Rs. 15 mn towards equity contribution. GEL has leased 20 acres of land from the Vishakapatnam Port Trust and will operate a CFS catering to the demand of containerisation at Vishakapatnam port. GEL has commenced work on phase 1 of the project spread over 8 acres of land. GDL had entered into a share purchase agreement on 30 November 2004 to acquire Indev Warehouse and Container Services Pvt. Ltd. a CFS at Chennai for a total consideration of Rs 270.00 mn. On November 10, 2004, Aranda (a part of Temasek Holdings Limited, Singapore) acquired a 10% stake in the Company through an offer for sale of Equity Shares by the existing shareholders at a price of Rs.32/per share. Major Events in the History of the Company Calender Year 1994 1998 1999 2000 2000 2001 2003 2003 2004 2004 2004 2004 2004 Event Certificate of Incorporation Completion of Phase I ISO certification Completion of Phase II Maiden dividend IDFCs investment Bonus Issue Completion of Phase III Acquisition of ICD at Garhi Harsaru Expansion into Vizag Approval for rail siding at ICD Garhi Investment by Aranda Acquisition of CFS at Chennai

48

Main Objects of GDL The main objects of GDL as appearing in the Memorandum of Association are: To develop, equip, manage, acquire, establish or otherwise to acquire on case and bounded warehouses container freight station, container depot and transportation facilities, to provide bonded and general warehousing container repair, container storage, packing, unpacking and transport facilities for all kinds of goods, merchandise, commodities, link stock and all kinds of things and materials, machinery, equipment and vehicles. To act as commission agent, consultant and liaison agent in respect of services referred to in sub clause above and for the development and maintenance of these services. To carry on business clearing and forwarding agent, shipping agents and cargo agents whether within or outside the territories of India or to appoint clearing agents, shipping agents and cargo agents on commission basis or on behalf of other parties. The Company can undertake existing business and proposed business as per the Objects Clause of the Memorandum of Association of the Company. Changes in the Memorandum of Association Since incorporation, the following changes have been made to the Memorandum of Association of the Company:

Date of shareholders approval November 24, 1994 September 25, 1996 September 30, 1999 June 07, 2001 September 28, 2002 March 18, 2004 Increase Increase Increase Increase Increase Increase in in in in in in

Type of change/ Reasons for change

authorised authorised authorised authorised authorised authorised

capital from Rs.5 mn to capital from Rs.200 mn capital from Rs.300 mn capital from Rs.450 mn capital from Rs.500 mn capital from Rs.700 mn

Rs.200 mn to Rs.300 mn to Rs.450 mn to Rs.500 mn to Rs.700 mn to Rs.900 mn

Subscription to Equity Shares by IDFC The Company had approached IDFC for financial participation in setting up Phase 3 of the Companys operations at the CFS in Mumbai and IDFC agreed to invest in the capital of the Company. On July 06, 2001, IDFC entered into a share subscription agreement with the Company to subscribe to 10,200,000 Equity Shares for a total consideration of Rs. 260,000,000, representing a purchase price of Rs. 25.49 per Equity Share. Pursuant to this, IDFC entered into a shareholders agreement dated July 06, 2001 with TCL, TIHML, PHL, WIPL, KSPLL, PIPL, Mr. P.K. Gupta, Mrs. Mamta Gupta and the Company setting out the rights and obligations of each of the parties to the shareholders agreement. IDFC also entered into a buyback agreement dated July 06, 2001 with TCL, PHL, WIPL, PIPL, Mr. P.K. Gupta and the Company. Under the terms of the buy back agreement, the Company had agreed to buy back the shares of IDFC if the Company fails to achieve listing of its Equity Shares on at least two recognised stock exchanges (including at least one at the national level such as the BSE or the NSE or any other national exchange approved by IDFC) by March 31, 2003 or such extended period as may be agreed upon by IDFC (this date has been extended to December 31, 2004 in terms of the amended and restated shareholders agreement dated []). If the Company fails to achieve listing by such date, IDFC shall have the option to sell its shareholding in GDL through a public offer for sale of Equity Shares or to

49

call upon GDL to buy back the Equity Shares or to call upon TCL, PHL, WIPL, PIPL and Mr. P.K. Gupta to purchase the Equity Shares of IDFC. TCL, TIHML, PHL, WIPL, KSPLL, PIPL, Mr. P.K. Gupta and Mrs. Mamta Gupta also executed an undertaking dated July 06, 2001 in favour of IDFC stating that they will not dispose of their shareholding in the Company till the IPO without the prior written consent of IDFC, which consent will not be unreasonably withheld.

Purchase of Equity Shares by Aranda On June 16, 2004, Aranda entered into a share subscription agreement with certain shareholders of the Company, including TCL, WIPL, PHL, PIPL, Mr. P.K. Gupta and IDFC to purchase 6,400,000 Equity Shares representing 10% of the paid up Equity Share capital of the Company for a total consideration of Rs. 204,800,000 at a price of Rs. 32 per Equity Share. For the purposes of sale and transfer of the Equity Shares held by the aforesaid Promoters to Aranda, IDFC had waived the operation of the non-disposal undertaking dated July 06, 2001 and any inconsistent provisions of the shareholders agreement dated July 06, 2001.

Amended and Restated Shareholders Agreement Pursuant to the purchase of the Equity Shares by Aranda, the existing shareholders agreement dated July 06, 2001 was amended and restated by an Amended and Restated Shareholders Agreement dated October 28, 2004 ("Revised Shareholders Agreement"). The special rights conferred on the shareholders by the Revised Shareholders Agreement between TCL, TIHML, PHL, WIL, KSPLL, PIPL, Mr. P.K. Gupta, IDFC and Aranda are as follows: (i) A quorum for general meetings of the shareholders of the Company shall be five (5) members including representatives of the Thakral group, the Windmill group, PHL or NTSC, being at least two in number and a representative of IDFC. The Chairman is to be appointed by the Thakral group, PHL and the Windmill Group from among the Directors nominated by them so long as they together hold not less than twenty percent (20%) of the paid up capital of the Company. The following matters cannot be undertaken by the Company unless a resolution is first passed with the affirmative votes of members holding between them at least seventy five percent (75%) of the paid up shares of the Company: a) alteration of the Memorandum and Articles including an alteration in respect of the capital structure of the Company; b) change in the business of the Company or the Company undertaking any business other than its current business; c) diversification, modernisation or substantial expansion in the Companys business; d) setting up of any subsidiary, or acquisition or disposal of any subsidiary; e) public issue of shares with a view to obtaining the listing of the Company on any stock exchange; f) any issue of the un-issued shares out of the authorized capital of the Company, creation or issue of new shares or the grant of options over such shares; g) increase, decrease, sub division, consolidation, classification, re-classification, issue, allotment, redemption, purchase or options over or other changes in the capital of the Company; h) reduction or alteration of any of the rights attached to any of the issued shares; i) capitalization of profits and issue of bonus shares, the declaration of dividends, distribution of profits and assets;

(ii)

(iii)

50

j) k) l) m)

n) o)

p)

q)

r)

s) t) u)

issue of debentures or other securities convertible into shares or of any share warrants or any option in respect of shares; changes in the number of Directors; participation in any scheme for reconstruction, merger or amalgamation; merger with, or takeover of any other business or the acquisition of other businesses (by way of share purchase, business transfer, slump sale or any other mode of acquiring a business), creation of joint ventures/partnerships (other than in the usual course of business), purchase of or subscription to any shares, debentures, mortgages of securities (or any interest therein) of any company, trust or other entity; resolutions to wind up the Company; creation of any fixed or floating charge, lien (other than a lien arising by operation of law), mortgage, pledge or other encumbrance over the whole or any part of the undertaking, property or assets of the Company except for the purpose of securing the indebtedness of the Company to its bankers for sums borrowed in the ordinary and proper course of the Companys business; borrowing of money/assumption of indebtedness by the Company, whether secured or otherwise, of any amount, (except raising of unsecured loans, overdrafts, cash credit or other facilities from banks or trade indebtedness in the ordinary course of business); merger, sale, transfer, leasing, assigning or otherwise disposing of the whole or substantially the whole or a material part of the undertaking, property and/or assets of the Company or any contract to do so otherwise than in the ordinary course of the Companys business; any proposal to make loans or provide guarantees, or otherwise extend or pledge credit to others, and investments by way of deposits and subscription to debentures, except endorsements and extensions of credit in the ordinary course of operations of the Company (except normal trade guarantees or temporary loans and advances granted to staff or contractors or suppliers and temporary deposits placed with banks or others in the ordinary course of business); the granting or variation of the emoluments of any Director; appointment (except for the first financial year) or removal of the auditors of the Company, both internal and statutory; and any advance of monies on behalf of, or guaranteeing or indemnifying of the indebtedness/liabilities of any person including any related corporation and the shareholders of the Company or any other person save for in the ordinary course of the business of the Company.

(i)

Following the IPO and the public listing of the shares of the Company each of the Thakral group, PHL, the Windmill group, NTSC, IDFC and Aranda shall have the right to appoint one director on the Board. The Director nominated by IDFC shall not be liable to retire by rotation. A quorum for a meeting of the Board shall be one half of its total strength including a representative of IDFC. The following matters can be resolved upon by the Board only on a resolution with the assenting votes of at least three fourths of the Directors including IDFC: a) creation of any fixed or floating charge, lien (other than a lien arising by operation of law), mortgage, pledge or other encumbrance over the whole, or any part of the undertaking, property or assets of the Company or for the purpose of securing the indebtedness of the Company to its bankers for sums borrowed in the ordinary and proper course of the Companys business; b) borrowing of money/assumption of indebtedness by the Company, whether secured or otherwise, of any amount (except raising of unsecured loans, overdrafts, cash credit or other facilities from banks or trade indebtedness in the ordinary course of business); c) payment of any interim dividend or recommendation for the payment of a final dividend;

(ii)

(iii)

51

d) entering into any contract, arrangement or commitment involving expenditure on capital account if the amount of such expenditure by the Company is not included in the approved annual budget and business plan of the Company; e) would exceed Singapore Dollars five hundred thousand (S$ 500,000) or its equivalent in Indian Rupees in any one year or for any one project; f) any investment, acquisition of properties and/or assets in any manner whatsoever including by way of out right purchase, lease or hire purchase other than in the ordinary course of business in excess of Singapore Dollars fifty thousand (S$ 50,000) or its equivalent in Indian Rupees; g) giving of any guarantee or indemnity to secure the liabilities or obligations of any person including any related corporations of the Company and the shareholders; h) taking or agreeing to take any leasehold interest in or license over any land; i) entering into any partnership, joint venture or profit sharing agreement with any person; j) setting up of any new undertaking by the Company other than the Companys current business; k) determination of the limits of financial authority in respect of and in connection with the day-today operations of the Company; l) approval of fees payable to any shareholder; m) approval of the annual budget and business plan of the Company; n) the appointment of any employee or consultant earning a total compensation package of more than Singapore Dollars one hundred thousand (S$ 100,000) or its equivalent in Indian Rupees per annum or any increase in the compensation package of any employee or consultant which would result in their total compensation package exceeding such an amount; o) advance of monies to or guarantee of the indebtedness of any related corporation of the Company or any other person save for in the ordinary course of the business of the Company; p) any proposal to acquire by purchase, lease or otherwise of any immovable property; and q) any proposal to set up or acquire subsidiary companies.

(iv)

If the Company does not list its Equity Shares on a recognized stock exchange by December 31, 2004, or within such extended time as may be mutually agreed, the Company shall buy back the Equity Shares from IDFC on being called upon to do so by IDFC in terms of the buyback agreement dated July 06, 2001 and the Promoters shall take all necessary steps to cause the Company to buy back the Equity Shares of IDFC. In the event that the Company is unable to buyback the Equity Shares, the Promoters shall purchase the Equity Shares in the terms of the buyback agreement. The shareholders agreement provides for customary rights of first refusal, requiring any party to the amended and restated shareholders agreement that proposes to transfer its Equity Shares to offer such shares, in the first instance, to the other parties. Further, until the IPO, in the event of any of the parties to the agreement seeking to sell their Equity Shares to a third party and Aranda not exercising its right of first refusal, Aranda has been accorded tag along rights allowing it to sell its Equity Shares pro-rata to such third party.

(v)

52

MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview The Company has set up a modern CFS at Dronagiri, about 9 kms from the JNP, Navi Mumbai and has also acquired an ICD at Garhi. The Company has also entered into a JV to set-up a CFS at Vishakaptnam. The company caters to the needs of the international trading community by providing port related logistics services that facilitate handling & transportation of container cargo from/to the port (JNP in case of the Navi Mumbai facility). The Company is more than just a provider of quality services. It is a business partner, working together with clients to provide effective solutions for the export/import container cargo logistics at the gateway ports. Today, the company offers its clients the complete spectrum of services ranging from the CFS / ICD, general and bonded warehousing, container yard and depot operations, container, trucking and container repair & refurbishment. Selected Financial Data 2003-2004 % RS. MN A Income Ground Rent Container Storage, Handling and Repair Service Charges Auction Sales Income from Operations Other Income Total Income B Expenses Staff Cost Operating Cost Repairs and Maintenance Custom Staff Expenses Other Administrative Expenses Interest/ Finance Charges Depreciation Miscellaneous Expenditure written off Total Expenses Net Profit/ (Loss) before Provision for C Tax and Exceptional Items Less: Exceptional Items [Income/ (Expense)] Net Profit/ (Loss) before Provision for D Tax Provision for Tax - Current Tax - Wealth Tax - Deferred Tax (Net) E Net Profit/ (Loss) after Tax 155.83 26.08% 358.17 59.94% 7.54% 45.04 5.43% 32.49 591.53 98.99% 1.01% 6.05 597.58 100.00% 2002-2003 % Rs. mn 147.52 32.00% 246.96 53.56% 5.20% 23.98 8.36% 38.53 456.99 99.12% 0.88% 4.04 461.03 100.00% 2001-2002 % Rs. mn 138.15 35.28% 207.15 52.90% 4.19% 16.41 4.70% 18.41 380.12 97.07% 2.93% 11.48 391.60 100.00%

20.70 245.67 9.59 4.89 37.16 17.00 39.77 0 374.78 222.80 222.80

3.46% 41.11% 1.60% 0.82% 6.22% 2.84% 6.66% 0.00% 62.71% 37.28%

17.84 174.93 8.36 3.15 31.20 28.10 32.53 0.00% 296.11 164.92 (13.00)

3.87% 37.94% 1.81% 0.68% 6.77% 6.10% 7.06% 0.00% 62.23%

11.75 132.67 6.50 3.47 30.94 54.84 29.79 1.39 271.35

3.00% 33.88% 1.66% 0.89% 7.90% 14.00% 7.61% 0.35% 69.29% 30.71%

35.77% 120.25

37.28%

177.92

13.00 38.59% 107.25

27.39%

17.20 0.03 14.27 191.30

32.01%

13.10 0.03 14.90 149.89

9.23 32.51% 98.02 25.03%

53

Less: Adjustments Deferred Tax (Net) as per Accounting Standard 22 Accounting for Taxes on Income Managerial Remuneration paid in excess of Schedule XIII limits Adjusted Net Profit/ (Loss) After Tax

191.30

149.89

(22.81) 75.21

32.01%

32.51%

19.21%

Income The import based income is in the form of ground rent charged towards storage space provided for stacking containers in the open yard and handling and transportation charges levied towards handling of the containers at the facility and transportation of the same to/ from the port. Import based income is also earned from cargo stored in bonded warehouses. Similarly, export based income is in the form of warehouse storage, handling & transportation of cargo and other value added services like stuffing/ destuffing, palletisation, etc. Auction sales towards long standing cargo also offers an additional source of income. The following table sets forth the contribution of the different components of income and of other income towards the total income during each of financial years 2002, 2003 and 2004: 2003-2004 Rs. mn % age Income from Operations Ground rent Container storage, handling and Repair Service charges Auction sales Total Income from Operations Other income Total Income 155.83 26.08% 2002-2003 Rs. mn % age 147.52 32.00% 2001-2002 Rs. mn % age 138.15 35.28%

358.17 59.94% 45.04 7.54% 32.49 5.43% 591.53 98.99% 6.05 1.01% 597.58 100.00%

246.96 53.56% 23.98 5.20% 38.53 8.36% 456.99 99.12% 4.04 0.88% 461.03 100.00%

207.15 52.90% 16.41 4.19% 18.41 4.70% 380.12 97.07% 11.48 2.93% 391.60 100.00%

The Companys total income has grown at a CAGR of 23.5% from Rs.391.60 mn in 2001-2002 to Rs. 597.58 mn in 2003-2004. Ground rent: Ground rent is charged for the number of days a container remains in the yard of the CFS. The Company operates through a comprehensive and transparent tariff card. The ground rent charges follow an escalating scale with the rentals increasing with increasing dwell time on weekly basis. Ground rent is earned only in the case of import transactions. Income from ground rent has grown at a CAGR of 6.2% from Rs 138.15 mn in 2001-02 to Rs 155.83 mn in 2003-04 while contribution of ground rent to the total income of the company is showing a declining trend falling from 36.4% in FY 2001-02 to 26.3% in FY 2003-04. Ground rent is inversely related to operating efficiency of the CFS as ground rent is charged on the dwell time of the containers at the facility and faster turnaround of the containers reduces ground rent at a higher proportion. Thus, although the overall efficiency of operations improves within the range, the percentage contribution of ground rent would be replaced with a higher percentage contribution of handling charges. Container Storage, handling and repair: Container storage, handling and repair include: Leasing of warehouse space to consolidators Income earned from storage of bonded / less than container load cargo Income earned from handling of containers at the CFS Transportation of containers between the CFS and the port

54

Over the last three years, the share of income from container storage, handling and repair to total revenue has been rising basically on account of optimal handling of cargo at the facility, increased warehouse space thus facilitating cargo consolidation and reduction in dwell time due to improvements at JNP and streamlining of custom processes. Auction Sale: Income from auction sales pertains to long-standing cargo that has not been cleared by the customers. Import containers not cleared for a period of 45 days are classified as long-standing cargo. The auction process starts if a container is not cleared for 30 days. Three notices are sent at regular intervals before the cargo is taken up for auction. Auction sales helps GDL clear the long standing cargo and recover the cost incurred towards conducting and completing the auction and the ground rent and handling charges relating to the long-standing cargo. Other Income: Other income primarily relates to rent and interest earned on cash deposited with banks. Other income for FY 2001-02 was higher on account of short-term surplus fund resulting from placement of equity shares with IDFC.

Expenditure Particulars Transportation Cost Labour Charges Interest Depreciation Other Costs Total Expenses No Of TEUs Transportation Cost per TEU Labour Charges per TEU 2003-04 Rs. mn % age 127.73 34.08% 36.54 9.75% 17.00 4.54% 39.77 10.61% 153.74 41.02% 374.78 130,345 979.94 280.33 100.00% 2002-03 Rs. mn 81.55 25.12 28.10 32.53 128.81 296.11 92,192 884.57 272.47 2001-02 Rs. mn % age 70.32 25.92% 21.64 7.97% 54.84 20.21% 29.79 10.98% 94.76 34.92% 271.35 80,107 877.83 270.14 100.00%

% age 27.54% 8.48% 9.49% 10.99% 43.50%

100.00%

Transport and labour cost: The CFS industry is highly labour intensive and also involves a lot of cargo movement within the CFS and to and from the port. Transportation accounted for 18.5%, 17.80% and 21.6% of the total operating income for the year 2001-02, 2002-03 and 2003-04 respectively and labour charges accounted for 5.7%, 5.5% and 6.2% of the total operating income for the years 2001-02, 2002-03 and 2003-04 respectively. GDL has outsourced this entire activity, linking the cost to operative factors. Both transportation and labour contractors are paid a flat rate on the basis of number of TEUs handled, irrespective of the number of vehicles, handling equipment and number of workers deployed. Over the last three years transportation cost has gone up from Rs 877.83 per TEU in 2001-02 to Rs. 884.56/- in 2002-03 to Rs 979.94 per TEU in 2003-04 at a CAGR of 5.7%. The transportation charges per TEU saw a jump of 10.8% over the last fiscal year on account of price revision demanded by the contractor. During the last three-quarters, GDL has a better control control over costs. GDL has decided to become self reliant in terms of handling & transportation equipment. During the last three-quarters GDL has added 55 tractor trailers thus making a total of 71 tractor trailors and 5 reach stackers making a total of 7 reach stackers. As per the current structure, GDL is outsourcing only the operations and maintenance of H&T equipment. This strategy has helped GDL not only in maintaining the quality and efficiency of the

55

equipment, but has also brought about savings in cost of transportation. GDL has also managed to keep a tight control on labour charges, which has increased at a CAGR of 1.9% from Rs 270.14 per TEU to Rs 280.33 per TEU. Liquidity: GDL has funded its capital expenditures and working capital requirements with an optimal mix of internal accruals, long- term borrowings or equity funds as may be deemed appropriate to the cost, risk and return profile of the investment. Cash Flows: The table below summarizes cash flows for the financial years 2004, 2003 and 2002 (Rs. mn) Cash Flow Net Cash Flow from (used in) operating activities Net Cash Flow from (used in) investing activities Net Cash Flow from (used in) financing activities Net Increase/(Decrease) in Cash and Cash Equivalents 2003-2004 263.47 (101.21) (167.66) (5.40) 2002-2003 192.05 (99.96) (46.44) 45.65 2001-2002 196.61 (170.49) (13.20) 12.92

Net cash flow provided by operating activities has been a positive. Cash flow from operating activities before working capital changes and tax payment is showing consistent rising trend it was Rs. 199.74 mn, Rs.225.75 mn and Rs. 283.36 mn for financial years 2002, 2003 and 2004. Net cash flow from investment was negative, related primarily to purchase of fixed assets. The fixed assets were purchased for expansion and upgradation of CFS Mumbai. Expenditure incurred on fixed assets was Rs.178 mn, Rs.100.91 mn, Rs. 102.19 mn for the financial year 2002, 2003 and 2004. Net cash flow from financing activities negative was Rs. 13.20 mn, Rs.46.44 mn and 167.66 mn for the financial year 2002, 2003 and 2004. The cash out flow from financing activity for financial year 2004 was high on account of payment of 10% final dividend for financial year 2003 and 10% interim dividend for financial year 2004 amounting to Rs. 128 mn. In the financial year 2002 company raised fund by issue of fresh equity Rs. 278 mn and pre-paid high cost debt of Rs. 197.70 mn and paid dividend Rs. 34.80 mn. Tax Policy: Based on an opinion obtained from Bansi S. Mehta, Chartered Accountants, the management of the Company has taken a view that the provisions of Section 80-IA (4)(i) of the Income Tax Act, 1961, of India (the Income Tax Act) have been fulfilled and the Company is eligible for tax holiday under the Income Tax Act in respect of the Container Freight Station activities. Consequently, the Income Tax liability has been determined under Minimum Alternate Tax pursuant to Section 115 JB of the Income Tax Act. Contingent Liability: DBS Bank Ltd. has, on behalf of the company, issued Guarantee and Continuity Bond in favour of The President of India through the Commissioner of Customs for Rs. 75 mn towards permission from the Collector of Customs, JNP Customs for transporting containers between the port of JNP and the Company's CFS at Navi Mumbai.

Comparison of financial results of year ended March 31, 2003 with the year ended March 31, 2002 Income The income from operations increased by 20% from Rs.380.12 mn to Rs. 456.99 mn. There was an increase in 2002-2003 in income from ground rent by Rs.9.37 mn (7%), container storage, repair and handling by Rs.39.81 mn (19%), service charges by Rs.7.57 mn (46%) and in auction sales by Rs.20.12 mn (109%) over the previous year 2001-2002.

56

Other Income The reduction in other income by Rs.7.44 mn was mainly due to the lower interest income on amounts placed as fixed deposit with banks during 2002-2003, as compared to 2001-2002.

Total Expenditure The total expenditure increased by 9% to Rs.296.11 mn during 2002-2003 from Rs.271.35 mn in 20012002. Staff costs increased to Rs.17.84 mn (4% of total income), operating costs were Rs.174.93 mn (38% of total income) and other costs were Rs.42.71 mn (9% of total income). The increases over the previous year were staff costs (52%), operating costs (32%) & other costs (1%).

EBIDTA The EBIDTA increased by 10% to Rs.225.55 mn in 2002-2003 from Rs.204.88 mn in 2001-2002. The EBIDTA margin in 2002-2003 was 49% and in 2001-2002 was 54%. The operating expenses of the Company are primarily dependent on the cost of labour and cost of H&T equipment. The Company outsources both the activities to third party service providers. In the last fiscal year, the Company had to consent for an upward price revision to its transport contractor to the tune of over 10% given the general trend in the marketplace including increasing fuel charges etc. Since, H& T contribute to almost 50% of the entire activity at the facility, this increase directly reflects in the reduction of EBDITA by approximately 5%. However, the Company has thereafter decided to become self reliant in terms of owning its own H&T equipment which will safeguard the Company against such market fluctuations while ensuring total control over the equipment and their maintenance and economical operations.

Interest Interest cost decreased by 49% to Rs.28.10 mn in 2002-2003 from Rs.54.84 mn in 2001-2002. Interest, as a percent of total income was 6% in 2002-2003, a decrease of 8% from 2001-2002.

Depreciation Depreciation increased by 9% from Rs.29.79 mn in 2001-2002 to Rs.32.53 mn in 2002-2003. Depreciation, as a percent of total income was 7% in 2002-2003, a decrease of 8% from 2001-2002.

Income Tax Provision for Income Tax increased by 42% to Rs.13.10 mn in 2002-2003 as against Rs.9.23 mn in 20012002. Income Tax as a percent of total income was 3% in 2002-2003 and 2% in 2001-2002. Based on an opinion obtained from expert consultant, the management of the Company has taken a view that provisions of Section 80-IA (4) (i) of the Income Tax Act, have been fulfilled and the Company is eligible for tax holiday under the Income Tax Act in respect of its CFS activities.

Deferred Tax

57

The Accounting Standard 22 Accounting for Taxes on Income, issued by the Institute of Chartered Accountants of India became applicable to the Company during the year 2002-2003. The deferred tax is recognised, subject to the consideration of prudence on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are not recognised unless there are timing differences, the reversal of which will result in sufficient income or there is virtual certainty that sufficient future taxable income will be available against which such deferred tax asset can be realised. Accordingly, the deferred tax liability for the year Rs. 14.90 mn has been recognised. The deferred tax liability of Rs. 56.59 mn and deferred tax assets of Rs.0.79 mn shown in the Balance Sheet include the provision for deferred tax assets / liabilities as at March 31, 2003 (including the deferred tax assets / liabilities till the periods ended March 31, 2001).

Exceptional Item Provision for Contingencies of Rs. 13 mn created in the financial year 2001-2002 has been considered as no longer required and written back in the Profit and Loss Account during 2002-2003.

Net profit after Taxes As a result of the above, the net profit after tax increased by 53% from Rs.98.02 mn in 2001-2002 to Rs.149.89 mn in 2002-2003. As percent of total income, the net profits after taxes were 33% in 2002-2003 and 25% in 2001-2002. Comparison of financial results of the year ended March 31, 2004 with the year ended March 31, 2003 Income The income from operations increased by 29% from Rs.456.99 mn to Rs. 591.53 mn. There was increase in 2003-2004 in income from ground rent by Rs.8.31 mn (6%), Container storage, repair and handling by Rs.111.21 mn (45%), service charges by Rs.21.06 mn (88%). There was a decrease in auction sales by Rs.6.04 mn (16%) over the previous year 2002-2003.

Other Income The increase in other income by Rs.2.01 mn was mainly due to write back of provision on account of auction surplus no longer required and increase in income from rent of office space during 2003-2004, as compared to 2002-2003.

Total Expenditure The total expenditure increased by 27% to Rs.374.78 mn during 2003-2004 from Rs.296.11 mn in 20022003. Staff costs increased to Rs.20.70 mn (4% of total income), operating costs were Rs.245.67 mn (41% of total income) and other costs were Rs.51.64 mn (9% of total income). The increases over the previous year were staff costs (16%), operating costs (40%) & other costs (21%).

EBIDTA The EBIDTA increased by 24% to Rs.279.57 mn in 2003-2004 from Rs.225.55 mn in 2002-2003. The EBIDTA margin in 2003-2004 was 47% and in 2002-2003 was 49%.

58

Interest Interest cost decreased by 40% to Rs.17.00 mn in 2003-2004 from Rs.28.10 mn in 2002-2003. Interest, as a percent of total income was 3% in 2003-2004, a decrease of 3% from 2002-2003.

Depreciation Depreciation increased by 22% from Rs.32.53 mn in 2002-2003 to Rs.39.77 mn in 2003-2004. Depreciation, as a percent of total income was 7% in 2003-2004 and 7% from 2002-2003.

Income Tax Provision for Income tax increased by 31% to Rs.17.20 mn in 2003-2004 as against Rs.13.10 mn in 20022003. Income tax as a percent of total income was 3% in 2003-2004 and 3% in 2002-2003. Based on an opinion obtained from Sohrab E Dastur, senior advocate and M/S Bansi S Mehta & Co. Chartered Accountants, the management of the Company has taken a view that provisions of Section 80-IA (4) (i) of the Income Tax Act have been fulfilled and the Company is eligible for tax holiday under the Income Tax Act in respect of its CFS activities. Consequently the Income Tax liability has been determined under minimum alternate tax pursuant to Section 115JB of the Income Tax Act

Deferred Tax Provision for deferred tax decreased by 4% to Rs.14.27 mn in 2003-2004 as against Rs.14.90 mn in 2002-2003. As a percent of total income, deferred tax was 2% in 2003-2004 and 3% in 2002-2003.

Net profit after Taxes As a result of the above, the net profit after tax increased by 27% from Rs.149.89 mn in 2002-2003 to Rs.191.30 mn in 2003-2004. As percent of total income, the net profit after taxes were 32% in 2003-2004 and 32% in 2002-2003.

Information required as per clause 6.8 of SEBI Guidelines 1. Unusual or infrequent events or transactions Nil . 2. Significant economic / regulatory changes There are no significant economic changes that materially affect or are likely to affect income from continuing operations. 3. Known trends or uncertainties Other than as described in this Draft Red Herring Prospectus, to the best of the knowledge of the Company, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenue or income of the Company from continuing operations.

59

4. Future relationship between costs and income Other than as described in this Draft Red Herring Prospectus, to the best of the knowledge of the Company, there are no known factors that will affect the future relationship between the costs and income, or which will have a material impact on the operations and finance of the Company. 5. New products or business segments Apart from providing logistics support for CFS / ICD related activities, the Company does not have any presence in other areas of business. 6. Seasonality of business The Company's services do not have any seasonal impact 7. Dependence on single or few suppliers or customers GDL caters to a highly consolidated industry. Over 70% of global container movement is controlled by 10 shipping lines/consortiums. GDL started operations with APL as its main customer and has now grown to providing services to most of the leading lines touching JNP except the ones with their own dedicated facilities. While the quantum of business from all its customers has consistently gone up, the percentage contribution of any single line has been retained at optimal levels to ensure a broad-based clientele. GDL has also consistently added capacity to map the growth at JNP and hence it has the ability to cater to multiple lines without having to compromise on business from its main customers. Shipping Line APL CMA P&O Mitsui WanHai Others 2001-02 29.40% 17.30% 8.50% 44.80% 2002-03 22.80% 10.00% 13.60% 6.40% 47.20% 2003-04 16.00% 9.10% 8.10% 6.50% 3.90% 56.40%

GDL has continuously endeavoured to reduce its dependence to a couple of customers by adding new and well-established shipping lines. The above table is reflective of the fact that while the top 3 customers of GDL accounted for 55.2% of the total business in 2001-02, they account for only 33.2% of the total business in 2003-04. In 2003, GDL added Mitsui and in 2003-04 GDL added WanHai, who are both leading players in container transport industry. Significant developments after March 31, 2004 that may have an impact on the Companys future results or operations The Company has acquired an ICD at Garhi Harsaru in Gurgaon in April 2004, with the potential of road and rail connectivity to western and southern gateway ports. This facility will cater to Northern India. The Company has acquired 60% stake in Gateway East India Pvt. Ltd. and is in the process of setting up a CFS at Vizag on a plot of 20 acres of land. The Company has acquired 100% stake in Indev Warehouse and Container Services Pvt. Ltd., a CFS based in Chennai

60

The Company has revised its tariff rates w.e.f. September 20, 2004. Aranda, a wholly owned subsidiary of Temasak Holdings Pte. Ltd. has acquired a 10% stake in GDL

Details of Loans outstanding as on the September 30, 2004 Sr. No. Name of the Lending Security Institution 1 HDFC Bank Limited Hypothecation of Commercial vehicles 2 Reach Stackers) HDFC Bank Limited Hypothecation of Commercial vehicles 25 Trailers) Hypothecation of Commercial vehicles 9 Trailers) Hypothecation of Commercial vehicles 6 Trailers) Hypothecation of Commercial vehicles 15 Trailers) Hypothecation of Commercial vehicles 16 Trailers) Hypothecation of Commercial vehicles 16 Trailers) Hypothecation of Commercial vehicles 2 Reach Stackers) Hypothecation of Commercial vehicles 40 Trailers) Hypothecation of Commercial vehicles 2 Reach Stackers) Amount Amount O/S. as Other Terms Sanctioned on 30/09/04 36,080,860 21,473,522 Carrying Interest @4.04% p.a. repayable in monthly Installment by 01/07/05 24,175,000 22,225,875 Carrying Interest @6.88% p.a. repayable in monthly Installment by 20/04/07 2,622,847 Carrying Interest @8.34% p.a. repayable in monthly Installment by 05/02/05 2,765,138 Carrying Interest @7.96% p.a. repayable in monthly Installment by 01/05/05 13,335,525 Carrying Interest @6.88% p.a. repayable in monthly Installment by 15/04/07 0 Carrying Interest @6.88% p.a. repayable in monthly Installment by 20/08/07 15,456,000 Carrying Interest @6.78% p.a. repayable in monthly Installment by 01/08/07 24,193,923 Carrying Interest @2.59% p.a. repayable in monthly Installment by 01/06/07 0 Carrying Interest @6.88% p.a. repayable in monthly Installment by 20/08/07 6,977,135 Carrying Interest @7.69% p.a. repayable in monthly Installment by 01/06/07

HDFC Bank Limited

8,559,000

HDFC Bank Limited

5,706,000

HDFC Bank Limited

14,505,000

HDFC Bank Limited

3,600,000

HDFC Bank Limited

15,456,000

ICICI Bank Ltd.

26,196,000

HDFC Bank Limited

6,000,000

ICICI Bank Ltd.

7,589,820

61

ICICI Bank Ltd.

Hypothecation of Commercial vehicles 3 Reach Stackers) Pari-passu Charge on all present and future movable fixed assets, movable plant, machinery, equipments, chattels, other movable fixed assets of the Company including machinery spares, tools and accessories, stores and spares installations, furniture, fixtures, office equipments of the Company

51,300,000

44,743,070 Carrying Interest @3.63% p.a. repayable in monthly Installment by 01/04/07 36,666,670 Carrying Interest @8.5% p.a. repayable in quarterly Installment by 27/04/07

HDFC Bank Limited (Loan for buying ICD at Garhi Harsaru). Total loan of Rs 240 Million is shares by DBS, HDFC Bank, SBM & OBC.

40,000,000

HDFC Bank Limited

-- do--

10,000,000

9,170,000 Carrying Interest @ 8.5% p.a. repayable in quarterly Installment by 02/04/07 45,830,000 Carrying Interest @8.5% p.a. repayable in quarterly Installment by 01/04/07 55,000,000 Carrying Interest @8.5% p.a. repayable in quarterly Installment by 01/04/07 27,500,000 Carrying Interest @8.5% p.a. repayable in quarterly Installment by 31/03/07 45,830,000 Carrying Interest @8.5% p.a. repayable in quarterly Installment by 01/04/07

3-A

Oriental Bank of Commerce

-- do--

50,000,000

3-B

DBS Bank Ltd.

-- do--

60,000,000

DBS Bank Ltd.

-- do--

30,000,000

3-C

State Bank Of Mauritius

-- do--

50,000,000

62

Infrastructure Pari-passu Charge on Development Finance movable properties Company Limited (both present and future), whether installed or not, and on book debts, receivables, commission and revenue of whatsoever nature and wherever arising both present and future and equitable mortgage by deposit of title of all piece of land with buidings, sheds and structures standing thereon ICICI Bank Ltd. Unsecured Loan

170,000,000

92,083,334 Carrying Interest @11.5% p.a. repayable in quarterly Installment by 14/10/07

30,000,000

HDFC Bank Limited Overdraft (Amount o/s. as confirmed by the bank)

Pari-passu Charge on all the book debts, outstandings, monies receivable, claims and bills which are now due and owing to the Company or which may at any time hereafter become due and owing by any person

40,000,000

0 Availed on 8 Oct 2004. Interest @ 7.3% p.a. repayable on 07/04/2004 21,468,589 Overdraft @ 8.5% p.a. repayable on demand.

679,167,680

487,341,628

63

SUBSIDIARIES OF THE COMPANY 1. GATEWAY EAST INDIA PRIVATE LIMITED

GEIPL was incorporated on May 11, 2004 as a private limited company under the Companies Act with the name Viking Exim Ventures Pvt. Ltd. The registered office of the company is situated at Ground Floor, Plot No. 41, Pandurangapuram, Vishakapatnam - 530003, Andhra Pradesh. The name of the company was changed to Gateway East India Private Limited on June 15, 2004. The promoters of Viking Ventures Pvt. Ltd. and GDL entered into a Memorandum of Understanding with GDL on October 17, 2003 followed by a joint venture agreement on August 17, 2004. Pursuant to the joint venture agreement, GDL acquired a 60% stake in GEIPL on November 23, 2004. According to the joint venture agreement, GDL is responsible for the setting up of a CFS facility and the day to day management of the same. The said CFS facility is being set up on 8 acres of land in phase 1 and civil work has commenced. Shareholding pattern as on November 30, 2004. Name of the Member Gateway Distriparks Ltd. Sri Alluri Sitarama Raju Mr. T. V. Vijay Kumar Kakumanu Services Private Limited Sri Chintalapati Venkata Satya Suri Others TOTAL % of Holding 60.00% 13.60% 12.00% 8.00% 4.22% 2.18% 100.00%

Board of Directors as on November 01 2004 Name Mr. Prem Kishan Gupta Mr. Shabbir Hassanbhai Mr. Karan Singh Thakral Mr. M Suresh Babu Ms. C V Bharathi Mr. K Badari Babu Designation Director Director Director Director Director Director

Financials GEIPL has become a subsidiary of GDL on November 23, 2004. Commercial operation is expected to commence February 2005.

64

2.

INDEV WAREHOUSE AND CONTAINER SERVICES PRIVATE LIMITED

IWCSPL was incorporated on August 08, 1994 as a private limited company under the Companies Act The registered office of the company is situated at 70 Mission Road, Bangalore, 560 027. IWCSPL is engaged in the business of running a CFS. By a share purchase agreement dated November 30, 2004 GDL has acquired the entire share holding of IWCSPL. Shareholding pattern as on December 01, 2004. The entire shareholding is held by Gateway Distriparks Limited Board of Directors as on December 01, 2004 Name Prem Kishan Gupta Gopinath Pillai K J M Shetty Designation Director Director Director

Financial Performance Oct 31, 2004 43.37 9.36 9.90 (23.95) (14.05) 9.45* March 31, 2004 41.80 (14.32) 9.90 (33.30) (23.41) (14.46) March 31, 2003 53.10 (10.58) 9.90 (18.99) (9.09) (10.69) March 31, 2002 66.49 (1.24) 9.90 (8.45) 1.49 (1.25)

Total Income Profit after Tax Equity Share Capital Reserves (excluding revaluation reserves) Net Worth Earning Per Share (EPS) (Rs) * unannualised

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MANAGEMENT Board of Directors The Company is currently managed by a Board of Directors comprising of 9 directors. Mr. Gopinath Pillai is currently the Chairman and Mr. Prem Kishan Gupta is the Deputy Chairman and Managing Director. The Board is well balanced in terms of representation from the industry by experts, former key employees and representatives of the Promoters who contribute towards giving the Company overall direction and vision. The Board currently comprises 5 Directors representing the Promoter groups, 1 nominee Director from IDFC and 3 independent Directors. Aranda has the right to nominate one Director on the Board. The present Board of Directors comprises the following members.

Sr. No 1.

Name, Designation, fathers Age Name, Address, Occupation and term Mr. Gopinath Pillai 67 Non-Executive Chairman S/o (Late) Mr. Sukumaran Pillai 67, Hua Guan Avenue Singapore. Businessman

Other Directorships

Director of Companies incorporated in Singapore Windmill International Pte Ltd. Savant Infocom Pte Ltd. KSP Investments Pte Ltd. Infotech Solutions Pte Ltd. Little India Arcade Pte Ltd. Edutech Investments (India) Pte Ltd. Eastcom Systems Pte Ltd. Manquist Holdings Pte Ltd. Tourmasters Pte Ltd. HEB Community Services Ltd. AMS Ventures Pte Ltd. Infocomm Technologies & Education Pte Ltd. Educational Resources Pte Ltd. Playware Studios Asia Pte Ltd. NTUC Choice Homes Co-operative Ltd. Bhaskars Arts Academy Ltd. Ang Mo kio Hospital Ltd. Windmill Forest Pte Ltd. AEC Edu Group Pte Ltd. Companies incorporated in India Advanced Training Institute for Information Technology Pvt. Ltd. Prasha Technologies Ltd. Windmill Prasha Ltd. Savant India Institute of Technology Pvt. Ltd. Indev Warehouse and Conatiner Services Private Limited. Companies incorporated in Mauritius KSP Holdings Ltd. Edutech Holding (India) Ltd. KSP Logistics Ltd.

Mr. Prem Kishan Gupta Deputy Chairman & Managing Director

46

Director of Prism International Pvt. Ltd. Perfect Communications Pvt. Ltd.

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S/o (Late) Mr. M. L. Gupta R-215, Greater Kailash-1, New Delhi 110 048 Businessman

Fortune Technology Investments India Pvt. Ltd. Mayfair Enterprises Pvt. Ltd. Star Cineplex Pvt. Ltd. Edgemond India Pvt. Ltd. Gateway East India Pvt. Ltd. Indev Warehouse and Conatiner Services Private Limited. Partner Newsprint Trading & Sales Corporation 49 Director of Companies incorporated in India Givo Ltd. DCM Estates & Infrastructure Ltd. Gurgaon Technology Park Ltd. Bhagwan Developments Pvt. Ltd. Carew Developments Pvt. Ltd. Gateway East India Pvt. Ltd. Glade Trading Company Pvt. Ltd. Primeast Investments Ltd. Trust Leasing & Finance Pvt. Ltd. Thakral Investments (India) Pvt. Ltd. Jagbir Developments Pvt. Ltd. Khazina Developments Pvt. Ltd. Minnow Trading Company Pvt. Ltd. Normandy Investments Pvt. Ltd. Westminister Development Pvt. Ltd. Prajat Development Pvt. Ltd. Raaya Developments Pvt. Ltd. Raffles Software Pvt. Ltd. Zarina Development Pvt. Ltd. Sovereign Investments Pvt. Ltd. Thakral Computers Pvt. Ltd. Companies incorporated in Singapore Thakral Overseas Pte Ltd. Thakral Technology Pte Ltd. Bitratex Industries Pte Ltd. Currency Market Watch Pte Ltd. Dartmoor Pte Ltd. Eastman Colour Pte Ltd. Elahi Investments Pte Ltd. Express Leasing Pte Ltd. First Capital Propert Ventures Pte Ltd. Innova Investments Pte Ltd. Lim Manufacturing Pte Ltd. Oracle Trading Pre Ltd. Raffles Solutions Pte Ltd. Stockton Investments Pte Ltd. TEL Electronics Pte Ltd. Thakral Australia Pte Ltd. Thakral Brothers (Pte) Ltd. Thakral Brothers (Pte) Ltd. Thakral Emporium (1992) Pte Ltd. Thakral Land Pte Ltd.

Mr. Karan Singh Thakral Non-Executive Director S/o Mr. Kartar Singh Thakral 20, Upper Circular Road, The Riverwalk # 03-06, Singapore 058416 Businessman

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TPL Investments Pte Ltd. Thakral Pte Ltd. Companies incorporate in Combodia Neeka Ltd. Thakral Combodia Industries Ltd. Company incorporated in Indonesia P T Bitratex Industrial Corporation Ltd.- Commissioner Company incorporated in Malasiya Kuwait Malaysia Group Sdn Bhd Companies incorporate in Mauritius New Park Ltd. Paramount Park Ltd. Samuel Holdings Ltd. Temasek Investments (Mauritius) Ltd. Thakral Holdings (Mauritius) Ltd. Thakral Investments Holdings (Mauritius) Ltd. Company incorporated in Myanmar Myanmar Thakral Ltd. Company incorporated in Phillipines Raffles Solutions & Services Inc. 4. Mr. Shabbir H. Hassanbhai Non-Executive Director S/o (Late) Mr. Hakimuddin M. Hassanbhai 40, Cairn Hill Road, # 10-01, Hill Court Apt Singapore 229660 Businessman 58 Director of Indo Straits Trading Co. (Pte.) Ltd. Hassanbhai Realty Pte Ltd. Zee Chin & Co Pte Ltd. Hakimuddin & Sons Pte Ltd. First Capital Property Ventures Pte Ltd. Information Technology Parks Inv Pte Ltd. IT Services Co-operative Ltd. Koperatif UFUK Singapura Bhd Gateway East India Pvt. Ltd. Parmeswara Holdings Ltd. Information Technology Park Ltd. Parameswara Investments Ltd. Alternate Director Gurgaon Technology Park Ltd. 5 Mr. Sat Pal Khattar Non-Executive Independent Director S/o (Late) Mr. I. D. Khattar 9, Swiss Club Road, Singapore 288098 Lawyer 62 Director of Companies incorporated in Singapore California Credit House Ltd. First Capital Insurance Ltd. Haw Par Corporation Ltd. Lee Kuan Yew Exchange Fellowship QUB Centre Ltd. Parameshwara Holdings Ltd. APS Lifestyle Marketing Pte Ltd. Barista Coffeee Company Pte Ltd. Bioenergy Investments (S) Pte Ltd. Business Scorecard Pte Ltd.

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Chakra Biotech Pte Ltd. Chengtu Enterprises Pte Ltd. Chew How Teck & Co Pte Ltd. Crest Communications (S) Pte Ltd. Eastdom Holdings Pte Ltd. Edutech Investments (India) Pte Ltd. First Capital Property Ventures Pte Ltd. Franburg Management Services Pte Ltd. Glamco Technologies Pte Ltd. Grensburg Investments Pte Ltd. Infotech Solutions Pte Ltd. Integrated E-portal Holding Pte Ltd. Jarrington Pte Ltd. Khattar Holdings Pte Ltd. Kay Holdings Pte Ltd. Khattar Properties (formerly Battery Properties Pte Ltd.) KSP Investments Pte Ltd. KWR Investments Pte Ltd. Marington Holdings Pte Ltd. Maz Energy Pte Ltd. Phytoprotein Biotech Pte Ltd. Sapho Pte Ltd. Sassoon Holdings Pte Ltd. Strathburn Investments Pte Ltd. Strathburn Trading Pte Ltd. Stockton Investments Pte Ltd. Tourmasters Pte Ltd. Windmill International Pte Ltd. Companies incorporated in India AB Hotels Ltd. Aditya Properties Pvt. Ltd. DCM Estates & Infrastructures Ltd. Edutech Informatics India Ltd. GTL Ltd. Gurgaon Technology Park Ltd. India Infoline Ltd. Prasha Electronics Ltd. Prima Vetcare Private Ltd. Companies incorporated in Mauritius BNP South Asia Investments Co Ltd. KSP Holdings Ltd. Magnus Capital Corporation Ltd. Reeshanar Investments Ltd. Parameshwara Investments Ltd. Companies incorporated in other countries Guoco Group Limited., Bermuda Cantel Far East Ltd., British Virgin Islands. Benchmark Group PLC, United Kingdom Chairman & Director Guocoland Ltd (formerly First Capital Corporation Ltd.) Singapore

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Advanced Medical Systems Pte Ltd., Singapore Alternate Director Scicom (Scientific Computing) Asia Pacific Pte Ltd. Others Khattar Wong & Partners, Consultant Presidential Council of Minority Rights, Member Singapore Business Federation, Trustee SINDA Singapore Indian Development Association Life Trustee Institute of Management, Chairman Board of Advisors. Network India, Chairman Panel of Board of Arbitrators, Member Singapore Indian Fine Arts Society, Chairman. 6. Mr. Kripa Ram Vij Non-Executive Independent Director S/o (Late) Mr. Devi Dial Vij Town House Apts, # 12-02, 189 Cavenagh Road, Singapore 229627 Service 7 Mr. Michael P. Pinto Non-Executive Independent Director S/o (Late) L. S. Pinto 405, Shalaka, M. Karve Road, Mumbai 400 021 Retired - Service 8. Mr. K. J. M. Shetty Non-Executive Independent Director S/o Dr. K. Vittal Shetty st F-88, 1 Street Annanagar (East) Chennai 600 102 Retired - Service 70 Director of Root Multiclean Ltd. Jumbo Bag Ltd. Loyal Textile Mills Ltd. Johnson Matthey Ceramics India Ltd. Savant India Institute of Technology Pvt. Ltd. Indev Warehouse and Conatiner Services Private Limited. 59 Director of Star Paper Mills Ltd. IL & FS Ltd. 69 Director of VSC International Pte Ltd.

9.

Mr. Saroosh Dinshaw Non Executive Nominee Director S/o Mr. Cowasjee Dinshaw. Adenwalla Baug, Tardeo Road, Mumbai 400 0007 Service

33

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Brief Profile of the Directors

Mr. Gopinath Pillai, son of (late) Mr. Krishnan Sukumaran Pillai, aged 67 years, is the Chairman of the Company. He is also the Chairman of WLL and is on the Board of several private companies in Singapore and India. He has extensive experience in the areas of finance, industry and trading.He currently serves as the Non-resident Ambassador of Singapore to Iran. He is also Chairman of the Institute of South Asian Studies established by the Singapore Government. Mr. Prem Kishan Gupta, son of (late) Mr. M L Gupta, aged 46 years, is the Deputy Chairman and Managing Director of the Company. He has been in the family business of trading in newsprint since he was 20 year old. He represents newsprint manufacturers in the USA, Canada and Europe with strong tieups in South East Asia. Mr. Karan Singh Thakral, son of Mr. Kartar Singh Thakral, aged 49 years, was the pioneer in introduction and establishment of consumer electronics business of the Thakral group. He established consumer electronics division of the Thakral group in Singapore, which expanded its network to neighbouring South-East countries and Middle East & Hong Kong. He is also responsible for development of the textile division of Thakral group. the the the the

Mr. Shabbir Hakimuddin Hassanbhai, son of (late) Mr. Kaimuddin M.Hassanbhai, aged 57 years, has business experience of 33 years in international trade. He has been the immediate past President of the Singapore Indian Chamber of Commerce & Industry, Treasurer of the Singapore Indian Development Association, Vice-Chairman of the Singapore Indian Education Trust. He has worked in senior level positions and was the Managing Director with Veneer Products Limited, Oregon, USA. Brig. Gen. (Retd.) Kirpa Ram Vij , son of (late) Mr. Devi Dial, aged 69 years, is a non-executive Director of the Company. He successfully completed his term of 5 years as the CEO of the company in February 2001. During his tenure as the CEO, he oversaw the growth of the company and steered it into its current position. He has served in the Singapore Administrative Service and as Chief of Defence Staff of the Singapore Armed Forces. He was appointed Ambassador of Singapore to Egypt and Yugoslavia. Mr. Sat Pal Khattar, son of (late) Mr. I D Khattar, aged 62 years, is a lawyer by profession. He has served as a senior partner in the firm of solicitors Khattar, Wong and Partners and now is a consultant to the firm. He is also a director of a number of public companies in Singapore, Hong Kong and UK. His investments in India include real estate, commercial development, IT and IT education. He is Chairman of the Singapore-India Foundation and Networj India established by Singapore Government. Mr. K J M Shetty, son of Dr. K. Vittal Shetty, aged 70 years, is a retired IAS officer. He was a member of the board of Air India, Indian Airlines, Indian Tourism Development Corporation, Steel Authority India Ltd. and Salem Steel Ltd. He was the Chairman of International Airport Authority of India. He has served the Indian government and state governments under various capacities. He was the Joint Secretary for the Ministry of Steel, the Financial Advisor to the Ministry of Civil Aviation and Tourism, the Vigilance Commisssioner (in the rank of Chief Secretary) to the Government of Tamil Nadu. Mr. Michael P Pinto, son of (late) Mr. L S Pinto, aged 61 years, a retired IAS Officer, has been inducted onto the Board during June 2004. He is a graduate of BA (Political Science), with a Masters in Sociology. He also has a masters degree of Public Administration from Harvard Unviersity.In his career as an IAS officer, he held various assignments like the Vice Chairman & MD of Maharashtra State Road Transport Corporation, MD of Maharashtra State Finance Corporation, Chairman of Mahrashtra State Electricity Board, Director General (shipping) for the Government of India, Chairman of JNPT. As the Chairman of JNP, Mr. Pinto played a stellar role in opening the port sector to private investment and in popularizing the concept of the landlord port. He is the only Indian to be elected as Vice Chairman of the Council of International Maritime Organisation. Mr. Saroosh Dinshaw, son of Mr. Cowasjee Dinshaw, aged 33 years, is the nominee director from IDFC.

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Shareholding of the Directors Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. Name of Director Mr. Gopinath Pillai Mr. Shabbir Hakimmudin Hassanbhai Mr. Karan Singh Thakral Mr. Sat Pal Khattar Mr. Prem Kishan Gupta Mr. Kripa Ram Vij Mr. Michael Pinto Mr. K.J.M. Shetty Mr. Saroosh Dinshaw Number of Equity Shares 240,000 240,000 240,000 240,000 2,404,000 240,000 Nil Nil Nil Percentage shareholding 0.375% 0.375% 0.375% 0.375% 3.756% 0.375% -

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Organisation Chart

Compensation of the Directors of the Company

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For details of compensation of Mr. Prem Kishan Gupta, Deputy Chairman and Managing Director, and other Directors, please refer to the section Statutory and Other Information on page 203 of this Draft Red Herring Prospectus. All the other directors are entitled to sitting fees as may be permissible under the Companies Act, 1956. The Directors may also be paid commission and any other amounts as may be decided by the Board in accordance with the provisions of the Companies Act, 1956 and any other applicable laws and regulations of the country.

Term of Office of Directors Mr. Prem Kishan Gupta is the Deputy Chairman & Managing Director of the Company. Mr. Gupta was appointed for the second term as approved by the Board of Directors, in their meeting held on June 7, 2001 and further approved in the AGM dated September 27, 2001. Mr. Gupta has been appointed for a period of five years from July 20, 2001 to July 19, 2006 All the Directors except Mr. Saroosh Dinshaw, Nominee Director of IDFC, are liable to retire by rotation. Changes in the Board of Directors during the last three years S.No. Name Date of Appointment May 30, 1994 April 01, 1996 December 20, 1999 December 07, 2001 April 08, 2002 June 16, 2004 June 16, 2004 August 12, 2004 Date of Cessation June 16, 2004 April 08, 2002 June 16, 2004 August 12, 2004 June 16, 2004 N/A N/A N/A Reason

1. 2. 3. 4. 5. 6. 7. 8.

Mr. Arun Agarwal Mr. P R Ahuja Mr. Ho Peng Cheong Mr. Janak Talsania Mr. P R Yagnik Mr. K J M Shetty Mr. Michael P Pinto Mr. Saroosh Dinshaw

Resignation Resignation Resignation Resignation Resignation N/A N/A N/A

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Corporate Governance The Company currently has nine directors on its Board including one Nominee Director. Non Executive directors and independent directors constitute over 88% and over 55% of the current strength of the Board respectively. The Board meets at regular intervals to discuss and review the operations of the Company. The Company has complied with listing agreement requirements in respect to Corporate Governance specially with respect to broad basing its Board of Directors and setting up of necessary committees such as Audit / Investor Relations Committee, Remuneration Committee and Finance Committee

a)Audit / Investor Relations Committee: The present Audit / Investor Relations Committee of the Company was constituted by the Board of Directors in their meeting held on June 16, 2004. The Audit / Investor Relations Committee of the Board is constituted to provide communication between the Board of Directors, the Auditors and the management. The constitution of the Committee fulfils the requirements of Section 292A of the Companies Act, 1956 & clause 49 of the listing agreement. Constitution The Audit / Investor Relations Committee of the Board is constituted to provide communication between the Board of Directors, the Auditors and the Management. Membership The Audit/ Investor Relations Committee at GDL consist of four Directors, and is appointed by the Board of Directors. All the members of the Committee are non-executive directors and represents the stipulated mix of Independent, Nominee and Promoter Directors. The Board of Directors also ensures that atleast one member of the committee has experience in the Finance & Accounts field. Majority of the Directors including the chairman however, are independent Directors. The quorum is considered complete when either 2 members are present or 1/3 of the total number of members, whichever is higher. However, at least 2 members among those present have to independent directors. Currently, the members of the Audit / Investor Relations Committee are: Name of the Director Status Mr. K.J.M. Shetty* Independent Director Mr. Gopinath Pillai Non-Executive Director Mr. M. P. Pinto Independent Director Mr. Saroosh Dinshaw Nominee Director *Chairman of the Committee Mr. K.J.M. Shetty possesses long experience & expert knowledge of financial and accounting matters related to the activities undertaken by the Company. Secretary The Company Secretary of GDL is the Secretary of the Committee. Attendance at the meetings Only members of the Committee are entitled to attend meetings of the Audit / Investor Committee.The Chairman of the Company, other non-executive directors, CEO, Finance Director, CFO, Head of internal audit, representatives of external auditors or other persons attend the meetings only by invitation. The Committee has the discretion to meet the external and internal auditors without the executive Board members or companys executives being present.
rd

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Frequency of meetings The Committee plans to meet at least 3 times a year and conduct at least 1 meeting every 6 months and/or at least 1 meeting should be held before finalisation of accounts. Powers of the Audit / Investor Relations Committee The Audit / Investor Relations Committee is bestowed with following powers to: Investigate any activity within its terms of reference. Seek information from any employee of GDL Obtain outside legal or professional advice. Secure attendance of outsiders with relevant experience, if considered necessary. Role of Audit / Investor Relations Committee d) Financial reporting Oversee Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.To review and challenge where necessary, the actions and judgements of management, in relation to the Companys financial statements, operating and financial review, interim reports, preliminary announcements and related formal statements before submission to, and approval by, the Board and Auditors. The Committee would pay particular attention to (a) (b) (c) (d) (e) (f) (g) (h) (i) Critical accounting policies & practices, and any changes in them Decisions involving significant element of judgement Accounting & disclosure of exceptional items Clarity of disclosures Significant audit adjustments Going Concern adjustment Compliance with accounting standards Compliance with legal requirements & stock exchange requirements Other areas as defined by the Board.

e) Internal Control & risk management (a) To review procedures for detection of fraud, including procedures for reporting frauds by staff in confidence. (b) To review management & internal audit reports on the effectiveness of the systems for internal financial control, financial reporting & risk management. (c) To monitor the integrity of integrity of internal financial controls (d) To review disclosures on internal controls & risk management framework. (e) To assess the scope & effectiveness of the risk monitoring & control systems. (f) To approve related parties transactions. One member shall be authorised to pre-approve such transactions. f) Internal Audit (a) To appoint / dismiss the Internal Auditor & fix their remuneration for services. (b) To assess the qualifications, expertise, resources, effectiveness and independence of the internal auditors. (c) To review the internal audit function & internal audit programme. (d) To ensure access to Internal Auditor to the Chairman of board / Audit Committee. (e) To receive periodic internal audit reports. (f) To review management response to internal audit report. (g) To review effectiveness of internal audit in the companys risk management system. (h) To review other services by the internal auditor to ensure internal auditors independence / objectivity.

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g) External Audit (a) To recommend appointment / removal of External auditors of the Company to the Board and fix remuneration. (b) To assess the qualifications, expertise, resources, effectiveness and independence of the external auditors annually. (c) To discuss the nature and scope of audit before commencement of audit. (d) To ensure completeness of coverage and optimum use of audit resources (e) To review the audit issues which are resolved / unresolved, errors encountered during audit, accounting / audit adjustments & management explanations. (f) To review audit representation letters before approval by Board. (g) To review audit process at the end of audit by discussion with external auditors on audit plan, audit risks, internal controls & feedback from key personnel involved. (h) To review management letter received from external auditors. (i) To review non-audit services by the auditor to ensure external auditors independence / objectivity. (j) Annually review the accounts, audit of subsidiary companies with their Auditors & Audit Committee, so far it concerns the Company. h) Systems Audit (a) To appoint / dismiss Systems Auditors & fix their remuneration for services. (b) To assess the qualifications, expertise, resources, effectiveness and independence of the systems auditors. (c) To review the scope of systems audit programme. (d) To ensure access to Systems Auditor to the Chairman of board / Audit Committee. (e) To review management response to systems audit report. (f) To review effectiveness of systems within the company. i) Investors Relations matters (a) Approval of transfers of securities (b) Approve request for transfer of Shares / transmission of Shares, Dematerialization of Shares, Rematerialization of Shares, issue of duplicate Shares/ Bonds, issue of New Certificates on Split / Consolidation/ Renewal etc. (c) Monitoring investors complaints like transfer of shares, non-receipt of annual reports, non-receipt of declared dividends etc. & redress thereof. (d) Allotment and listing of shares (e) Review of cases for refusal of transfer / transmission of shares (f) Redressing of complaints pertaining to investors relations complaints and issues related to non compliance of various statutory compliances to SEBI, Stock Exchanges, ROC, CLB & statutory / regulatory authorities. (g) Oversee the performance of the Registrar and Transfer Agents and recommend measures for overall improvement in the quality of Investor Services. (h) Review the status of pending complaints periodically. (i) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. (j) To monitor the utilization of the funds to be raised through proposed issue of Equity Shares. (k) Seek professional advice, delegate authority for share transfers to officer of the Company / share transfer agents and constitute sub committees required to discharge its functions. (l) Other functions of a Audit / Shareholders / Investors Grievance Committee as required / recommended in the Listing Agreement. Reporting The Company Secretary circulates the minutes of the meetings of the Committee to all Directors. The Chairman of Audit / Investor Relations Committee attends the Board meetings at which accounts are

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approved. The Chairman of the Committee also attends the Annual General Meeting and answer questions related to the accounts, audit & the other activities of Audit Committee. The Audit / Investor Relations Committee has the right to review its terms of reference & recommend any necessary changes to the Board annualy. The Audit / Investor Relations Committee approves the report on its role, names & qualifications of members, number of meetings & attendance and comments on the way in which responsibility was discharged, unresolved disagreements with the Board for inclusion in the Annual report.

b)

Remuneration Committee:

Constitution The present Reuneration Committee of the Company was constituted by the Board of Directors in their meeting held on June 16, 2004. The Remuneration Committee of the Board has been constituted to determine the Companys policy on remuneration for directors / managerial remuneration including the grant of stock options to employees. Membership The Committee consists of four Directors, to be appointed by the Board of Directors. The members of the Committee are non-executive directors necessarily includes two independent Directors including the chairman of the committee. The quorum is deemed complete when either 2 members are present or 1/3 of the total number of members, whichever is higher. However, at least 2 members among those present have to be independent directors. The Board appoints the Chairman of the Remuneration Committee from amongst the independent directors. Currently, the members of the Remuneration Committee are: Name of the Director Status Mr. M. P. Pinto * Independent Director Mr. Karan Singh Thakral Non-Executive Director Mr. K.R. Vij Independent Director Mr. Sat Pal Khattar Non-Executive Director *Chairman of the Committee Secretary The Company Secretary is the Secretary of the Committee. Attendance at the meetings Only members are entitled to attend meetings of the Remuneration Committee. The Chairman of the Company, other non-executive Directors, CEO, Finance Director, CFO, tax consultant or other persons may attend meetings at the invitation of the Committee. Frequency of meetings The Committee would meet such number of times as required and can take decisions by circular resolutions or through sub-committees. Powers / Role of Remuneration Committee Subject to the supervision and control of the Board, the functions of the Remuneration Committee include approval / recommendation to Board for approval of:
rd

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a) b) c) d) e)

Remuneration / commission payable to directors Managerial remuneration Grant of stock options under the Employees Stock Option Scheme Frame policies to attract, motivate & retain personnel Other functions of a Remuneration Committee as required / recommended in the Listing Agreement.

Reporting The Secretary would circulate the minutes of the meetings of the Committee to all Directors. The Remuneration Committee will annually review its terms of reference & recommend any necessary changes to the Board.

c) Finance Committee: Constitution The Finance Committee of the Board is constituted to assist the Board to review & control the financial policies / practices of the Company. Membership The Committee consists of four Directors who are appointed by the Board of Directors. The quorum is rd deemed complete when either 2 members are present or 1/3 of the total number of members constituting the committee are present The Board appoints the Chairman of the Finance Committee. Currently, the members of the Finance Committee are: Name of the Director Status Mr. Shabbir Hassanbhai * Non-Executive Director Mr. Prem Kishan Gupta Non-Executive Director Mr. Karan Singh Thakral Non-Executive Director Mr. Saroosh Dinshaw Nominee Director *Chairman of the Committee Secretary The Company Secretary is the Secretary of the Committee. Attendance at the meetings Only members are entitled to attend meetings of the Finance Committee. The Chairman of the Company, other non-executive directors, CEO, Finance Director, CFO, tax Consultant or other persons can attend meetings at the invitation of the Committee. Frequency of meetings The Committee plans to meet such number of times as may be required. It can also take decisions by circular resolutions or through sub-committees. Powers / Role of Finance Committee Subject to the supervision and control of the Board, the functions of the Committee include approval / recommendation to Board for approval of: a) Financial guidelines and limits of financial authority for day to day operations b) Capital expenditure including purchase or lease of or taking of any interest in land or immovable property c) Loans or advances made by the company d) Transactions with related parties e) Borrowings / creation of security f) Investment of funds g) Giving guarantees or indemnities to secure liabilities or obligations of company or any person

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h) i) j) k) l) m) n)

Annual Budget, Business plan Agreement with Contractors & major vendors Discounts, waivers and write off of debtors Review costing / pricing of companys products & services Opening / closing of bank accounts Tax related matters Such other functions, as may be directed by the Board.

The Committee may hold discussions with such banks, institutions, persons etc., constitute such sub committees and delegate such functions as considered necessary by the committee from time to time. Reporting The Secretary shall circulate the minutes of the meetings of the Committee to all Directors. The Finance Committee can annually review its terms of reference & recommend any necessary changes to the Board.

Key Managerial Personnel The Company is managed by a team of qualified and experienced professionals under the direct supervision of the Board of Directors. Profiles of the key professionals are as follows: Captain Kapil Anand, son of late Mr. Krishan Lal Anand, aged 56 years, Chief Executive Officer of the Company, is a master mariner and has over 30 years of experience in the shipping and logistics industry. He has worked with Neptune Orient Lines (parent company of American President Lines) and Contship Container Lines in the capacity of operations manager, responsible for their shipboard operations and CFS activities. He has also worked at JNP, during the setting up of their CFS and logistics operations. He joined GDL as the Chief Operating Officer (COO) and was subsequently promoted to the CEO in October 2002. He was responsible for setting up the phase II and phase III of GDL and is now the overall in-charge for operations across all locations of the Company and reports to the Managing Director. Captain Anand drew a remuneration of Rs 3.93 mn during the financial year 2003-04. R. Kumar, son of Mr. M S Ramaswamy, aged 47 years, Chief Financial Officer & Company Secretary, of the Company is a qualified Chartered Accountant, Cost Accountant & Company Secretary and has over 19 years experience in the industry. He has a wide range of experience in finance, accounts, taxation, business planning, financial structuring, dealing with banks & financial institutions and managing capital issues across industries including Reliance Industries Limited, Chemplast Sanmar Limited, Sundram Fasteners Limited & Tata Exports Limited. He joined GDL in December 2000 as CFO & CS. He is responsible for all finance and compliance related matters at GDL and reports to the Board of Directors. Mr. Kumar drew a remuneration of Rs.2.29 mn during the financial year 2003 2004. Captain Biswajit Chakravarthy, son of Shri Bijonendu Chakravarty, aged 48 years, Sr. G.M Operations, is a qualified Master Mariner and has over 27 years experience in the industry. He has wide ranging experience with the shipping lines having worked with Shipping Corporation Limited for 9 years. Subsequently, he worked with Kandla Port Trust for over 9 years and his last posting was that of Harbor Master., Capt. Chakravarty joined GDL in April 2004. He is responsible for all operations at CFS, Mumbai and reports to the CEO. Mr. Jacob Thomas, son of Mr. Thomas Verghese, aged 44 years, G M Operations, holds a Masters degree in Arts from the University of Mumbai, He holds diplomas in computer science, rail transport management, multi modal transport, logistics management & containerisation and shipping and international trade. He has also attained technical training in port management from the National Institute of Port Management, Chennai. He acquired rich experience of over 20 years in container terminal

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handling and CFS management at Container Corporation of India for 11 years and Indian Railways for 5 years. He joined GDL in June 2000 as Sr. Operations Manager and was promoted as General Manager Operations in April 2004. He is responsible for all export import related matters concerning CFS Mumbai and reports to the Sr. General Manager. Mr. Jacob drew an annual remuneration of Rs. 0.74 mn s in the last financial year. Mr. Srinivas Reddy, son of, Mr. Late Shree Sesha Reddy, aged 43 years, C M ICD, Garhi Harsaru is a civil engineer. He has over 16 years experience of setting up and running the business of an ICD with Continental Warehousing Corp. Ltd., where he worked for over 10 years. He has experience in dealing with shipping lines, exporters, importers, custom house agents and movement of containers. He joined GDL as Chief Manager in April 2004. He is responsible for all operations at ICD, Garhi Harsaru and reports to the CEO. Mr. Kartik Aiyer, son of Mr. Y. Sundaram, aged 36 years, Asst. G M Finance & Accounts is a Commerce Graduate from Mumbai University and a qualified Chartered Accountant, Cost Accountant & Company Secretary. He has over 14 years experience in finance, accounts and corporate law related matters with companies like Fiat Sundaram Auto Finance Limited. He joined GDL in February 2003. as Sr. Manager Accounts and was promoted as Asst. General Manager in April 2004. He looks after all finance and accounts related matters at CFS Mumbai and reports to the CFO. Mr. Jasmeet Chhabra, son of Mr. Harpal Singh Chhabra, aged 27 years, Asst. G M Corporate Finance is an MBA in finance from MDI Gurugram. He has over 4 years of experience in the industry with companies like the Great Eastern Shipping Company Limited, Reliance Industries Limited etc. He joined GDL in August 2004. He looks after all corporate finance related matters at GDL and reports to the CFO. Mr. Ravi Prasad Anupindi, son of Mr. Dattatrayalu, aged 38 years, Senior Manager Operations is a commerce graduate from Andhra University, post graduate diploma in business management, shipping & export management and in systems development. He has also attained technical training in port management from National Institute of Port Management, Chennai. He acquired rich experience of over 15 years in container terminal handling and CFS management through his stint with Container Corporation of India. He joined GDL as Sr. Manager Operations in April 2004. He is responsible for warehousing operations at CFS Mumbai and reports to Sr. General Manager Operations Mr.Vinod Mathew, son of Mr. Thomas Mathew, aged 36 years, Manager IT is an engineering graduate form Univrsity of Mumbai. He has 11 years experience in managing large to medium sized IT software and networking projects in addition to managing EDP activities in various IT and non- IT companies in India and overseas. He joined as Manager IT in October 2002. He looks after all IT related initiatives at GDL and reports to CEO. The key managerial personnel whose names appear above are permanent employees and are on the rolls of the Company. Shareholding of the Key Managerial Personnel Bonus or Profit sharing plan for the Key Managerial Personnel Changes in the Key Managerial Personnel in the last three years Following are the changes in the key management personnel in the last three years: Name Mr. V. Padmanabhan Mr. Vinod Mathew Designation Asst. General Manager Operation Manager IT Date of Joining July 18, 2000 October 14, 2002 Date of Leaving March 07, 2004 Reasons Resignation Appointment Nil Nil

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Thomas Mr.Kartik Aiyer Mr. V. Srinivas Reddy Mr. Ravi Prasad Anupindi Captain Bishwajit Chakravarthy Mr. Jasmeet Chhabra AGM Finance & Accounts Chief Manager Sr. Manager Sr. General Manager Operation Asst. General Manager Corporate Finance February 19, 2003 April 09, 2004 April 15, 2004 April 15, 2004 August 05, 2004 Appointment Appointment Appointment Appointment Appointment

Interest of the Directors For details of Interest of Directors, please refer to the section on Statutory and Other Information on Page 203 of this Draft Red Herring Prospectus.

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PROMOTERS & THEIR BACKGROUND GDL has been promoted by Windmill International Pte. Ltd., Singapore KSP Logistics Ltd., Singapore Parameswara Holdings Ltd., Singapore Thakral Corporation Ltd., Singapore Thakral Investment Holding (Mauritius) Ltd., Mauritius Prism International Pvt. Ltd., India Mr. Prem Kishan Gupta None of the above promoter companies, except for Thakral Corporation Limited is a listed company, listed at the Singapore Stock Exchange. Unless specifically mentioned, there are no auditors qualifications, change in accounting policies with respect to any of the above companies in the preceding three years. There are no transactions between GDL and companies forming part of the promoters, promoter group and group companies during the preceding three years unless specifically mentioned. Promoter Companies 1. Windmill International Pte. Ltd. (WIPL)

WIPL was incorporated on September 20, 1973 in the name of Sextus De Silva Jewellers Pte Ltd. by two individuals. On February 16, 1978, this company changed its name to Windmill International Pte. Ltd. The initial shareholders of WIPL were Mr. Ho Peng Cheong, Mr. Gopinath Pillai and Mr. Charlie Phua. During the year 2001, KSP Investments Pte. Ltd. (KSPIPL) acquired all the shares from the initial shareholders and became the holding company of WIPL. WIPL is in the business of trading in industrial and agricultural commodities and also acts as shipping commission agents. Shareholding Pattern As on March 31, 2004, KSP Investments Pte. Ltd. held 100% of the shares of WIPL. Board of Directors As on March 31, 2004, the board of director of WIPL comprised of: Name Mr. Gopinath Pillai Mr. Ho Peng Cheong Mr. Haider Mohamedally Sithawalla Mr. Sat Pal Khattar Ms. Jenny Phua Mui Keng Financial Performance The brief financial details of WIPL for the last three years are as under: March 31, 2004 133.04 March 31, 2003 317.58 (Rs. mn) March 31, 2002 644.86 Designation Chairman Director Director Director Director

Total Income

83

Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.) Group Companies

(11.79) 225.55 (64.92) 160.63 (1.35) 18.45

(23.64) 234.48 (55.53) 178.95 (2.72) 20.56

(13.28) 230.70 (18.44) 212.26 (1.53) 24.38

List of group companies of WIPL with its individual shareholding in each of them Sr. No. 1. 2. 3. 4. * 100% Name Golden Peace Investments Ltd. Shoreller Holdings Ltd., British Virgin Islands Windmill International (Myanmar) Ltd. *Blue Wave Shipping S.R.L. held by Shoreller Holdings Ltd. % of holding 100% 100% 89.9% 100%

Disassociation Name of Company Infocomm Technologie s& Education Pte Ltd, Singapore Edgemond Ltd, United Kingdom Date of acquisition/ Incorporation July 2000 (30%) January 2002 (35%) Date of disassociation Quantity holding 325,000 ordinary shares of S$1 each 2 ordinary shares of 1 20,000 ordinary shares of S$1 each % of Holding

Reasons

Sold to

November 2002

65%

Restructuring

Savant Infoco mm Pte Ltd

June 1997

January 2003

100%

Liquidated

Not applica ble Not applica ble

Tibet Jinzhu International (S) Pte Ltd., Singapore

June 1997

April 2003

20%

Struck off

2.

KSP Logistics Limited (KSPLL)

KSPLL was incorporated on August 03, 1999 by Mr. Gopinath Pillai, Mr. Sat Pal Khattar, Mr. Haider Mohamedally Sithawalla, Hassanbhai Realty Pte Ltd., Kirpa Ram Vij & Nirmal Vij and Inder Vig & Sashi Vig. On December 01, 2003 Mr. Gopinath Pillai, Mr. Sat Pal Khattar and Mr. Haider Mohamedally Sithawalla bought over all the shares held by the remaining shareholders. KSPLL is an investment holding company.

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Shareholding Pattern The shareholding pattern of KSPLL as on March 31, 2004 is as follows: Sr. No. 1. 2. 3. Name of the Shareholders Mr. Gopinath Pillai Mr. Haider Mohamedally Sithawalla Mr. Sat Pal Khattar Total No. of shares % of holding

100,000 100,000

100% 100%

Board of Directors As on March 31, 2004, the board of director of KSPLL comprised of: Name Mr. Dev Joory Mr. Couldip Basanta Lala Mr. Gopinath Pillai Mr. Haider Mohamedally Sithawalla Financial Performance The brief financial details of KSPLL for the last three years are as under: (Rs. mn) March 31, 2004 March 31, 2003 March 31, 2002* Total Income 5.74 0.00 1.69 Profit after Tax 5.32 (0.37) 1.27 Equity Share Capital 4.34 4.75 4.88 Reserves 5.53 0.55 0.94 Networth (excluding revaluation reserves) 9.87 5.31 5.82 Earning Per Share (EPS) (Rs.) 53.22 (3.66) 12.74 Net Asset Value (NAV) per share (Rs.) 98.72 53.08 58.22 *Accounts for the period from November 01, 2000 to March 31, 2002. The average conversion rate used for conversion of US Dollar to Indian Rupee is Rs. 47.47. Group Companies There are no group companies under KSPLL 3. Parameswara Holdings Limited (PHL) Designation Director Director Director Director

PHL was incorporated in Singapore on May 26, 1993 under the Companies Act (Chapter 50) as a public limited by shares. The companys principal activity is that of investments. The company was incorporated under the auspices of the Singapore Indian Chamber of Commerce & Industry (SICCI) with the objective of spearheading Singaporean investment in and trade with India. The companys current investments other than in Gateway Distriparks Limited, Mumbai are in a) 10% investments in a Singaporean led consortium of companies in IT Technology Park Limited, Bangalore located in Whitefield occupying 28 hectares of land with a current built up area of 1.6 mn square feet of office, production, commercial and retail spaces housed in four buildings. The Indian consortium partners include Tata Industries Limited and the Government of Karnataka through Karnataka Industrial Areas Development Board (KIADB);

85

b) 15% investment in a Singapore led consortium of companies in Gurgaon Technology Park Limited, Gurgaon, Haryana situated in Industrial Sector 33 and 34, Delhi-Jaipur Road occupying 70 acres of land with a development mix of light non-polluting industries, developed plots for the information technology industry and flatted software workshops. The Indian consortium partners are Haryana Urban Development Authority (HUDA) and Unitech Limited; c) 55% in South Asian Regional Apex Fund (SARA Fund), a venture capital fund registered under the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996. The investment managers of the fund are IL&FS; and d) a 100% subsidiary, Parameswara Investments Limited, Mauritius for other investments in portfolio quoted and unquoted shares.

Shareholding Pattern The shareholding pattern of PHL as on June 05, 2004 is as follows: Sr. No 1. 2. 3. 4. 5. 6. 7. 8. 9. 11. 12. 13. 14. 15. Name of the Shareholders Thakral Investments Holdings PTE Ltd. Appraisals & Management Private Ltd. AIPL PTE Ltd. Scotts Holdings Ltd. Kewalram Singapore Ltd. Sineximco Pte. Ltd. Sohans Invetsment Holdings Ltd. Sona Ratan PTE Ltd. Telekonsult (S) PTE Ltd. JT Chanrai (Singapore) Private Ltd. K A Investments PTE Ltd. Landco Realty Private Ltd. Shankars Capital Ltd. Others Total No. of shares 3,220,500 2,000,000 1,310,000 1,310,000 920,000 920,000 920,000 920,000 655,000 500,000 500,000 500,000 500,000 10,824,508 25,000,008 % of holding 12.88 8.00 5.24 5.24 3.68 3.68 3.68 3.68 2.62 2.00 2.00 2.00 2.00 43.30 100

Board of Directors As on March 31, 2004, the board of directors of PHL comprised of: Name Mr. S Dhanabalan Mr. Murli K. Chanrai Mr. Kartar Singh Thakral Mr. Sat Pal Khattar Mr. Shabbir H. Hassanbhai Mr. M. Rajaram Mr. D. D. Gupta Mr. Inder R. Vig Mr. N.M. Ramchandani Mr. Karan Singh Thakral (Alternate to Mr. Kartar Singh Thakral) Designation Chairman Deputy Chairman Director Director Director Director Director Director Director Director

86

Financial Performance The brief financial details of PHL for the last three years are as under: (Rs. mn) Dec 31, 2003 Dec 31, 2002 Dec 31, 2001 13.04 12.95 3.35 9.92 (4.08) (78.70) 467.23 482.09 455.46 (59.35) (71.41) (63.54) 467.23 482.09 455.46 0.40 (0.16) (3.15) 18.69 19.28 18.22

Total Income Profit After Tax (PAT) Equity Share Capital Reserves (excluding revaluation reserve) Net Worth Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.) Group Companies

List of Group companies of PHL with its individual shareholding in each of them Sr. No. 1. 2. Name First Capital Property Ventures Pte Ltd., Singapore Information Technology Park Investments Pte Ltd., Singapore % of holding 15% 10%

Disassociation Name of Company Date of acquisition/ Incorporation Date of disassociation Quantity holding 4601 Equity shares of Rs. 10 each % of Holding

Reasons

Sold to

Permeswara Investments Limited

March 04, 1996

September 09, 2004

100%

Struck off

Not applica ble

4. THAKRAL INVESTMENTS HOLDING (MAURITIUS) LIMITED (TIHML) TIHML was incorporated in Mauritius on April 11, 1995 as a long term investment holding company. The company was established mainly for investments in the listed and unlisted shares in Indian companies.

Shareholding Pattern As on March 31, 2004, Thakral Investments Limited, Hong Kong held 100% of the shares of TIHML. Board of Directors As on 31 March 2004, the board of directors of TIHML comprised of: Name Mr. Gurmukh Singh Thakral Mr. Karan Singh Thakral Designation Director Director

87

Mr. Eric A Venpin Mr. Jimmy Wong Financial Performance The brief financial details of TIHML for the last three years are as under:

Director Director

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.)

(Rs. mn) March 31, 2004 March 31, 2003 March 31, 2002 59.68 2.82 5.10 28.66 (22.02) 4.65 0.00 0.00 0.00 130.39 113.15 153.55 130.39 113.15 153.55 14,332,028.52 (11,008,251.57) 2,324,775.93 65,13,006.20 56,575,244.18 76,772,796.60

Group Companies List of group companies of TIHML with its individual shareholding in each of them Sr. Name No. 1. Minnow Trading Pvt. Ltd. 2. Westminster Development Pvt. Ltd. 3. Normandy Development Pvt. Ltd. 4. Khazina Development Pvt. Ltd. 5. Zarina Development Pvt. Ltd. 6. Sovereign Investments Ltd. 7. Primeast Investments Ltd. 8. Thakral Investments (India) Pvt. Ltd. 9. Normanday Investments Pvt. Ltd.* 10. Parjat Develpers Pvt. Ltd.* 11. Raaya Developments Pvt. Ltd.* 12. Glade Trading Company Pvt. Ltd.* 13. Future World (India) Pvt. Ltd.* * Subsidiaries of Thakral Investments (India) Pvt. Ltd. 5. THAKRAL CORPORATION LTD (TCL) % of holding 100 100 100 100 100 100 18.75 100 100 100 100 100 100

TCL was incorporated in Singapore on October 07, 1993, as Thakral Corporation Singapore Pte Ltd. It was subsequently converted into a public company on August 26, 1994 and the name was changed to Thakral Corporation Singapore Limited. The company changed its name to Thakral Corporation Ltd on November 23, 1994. Thakral Corporation Ltd was listed on December 11, 1995 on the SGX Mainboard. The groups main businesses are the trading and distribution of high-end consumer electronics, distribution of home entertainment software and contract manufacturing. Some of the major brands that TCL distributes are Panasonic, Orion, Sharp, Samsung, IBM and Sanyo. The major products distributed by TCL include digital video cameras, audio products, plasma televisions and notebook computers. Since 1998, the home entertainment division has released over 1400 titles on home videos. Its subsidiary, CAV Thakral, a joint venture with the China Audio Video Publishing House (an arm of the PRC Ministry of Culture) is a licensee for major studios including Buena Vista Home Entertainment, Disney MGM and Twentieth Century Fox. The contract manufacturing division assembles and manufactures (as a subcontractor) electronic products such as Digital Video Display (DVD) main boards, Printed Circuit Board

88

Assembly (PCBA) for industrial power detector, high voltage control boards, communication boards and electrical meters. TCLs most recent product is the digital video compression card which is a key component used in the assembly of Digital Video Recorders (DVR) which are in turn used in the electronics security industry which includes Automated Teller Machines, defence, parking lot surveillance, police, building surveillance, remote education, highway surveillance, bank surveillance. The Peoples Republic of China and Hong Kong continue to be two of the companys principal markets. Shareholding Pattern The shareholding pattern of TCL as on March 31, 2004 is as follows: As at 31 March 2004, Thakral Investments Limited held 19.19% of TCLs shares and the public held 51.95% of TCLs shares. The balance shares were held by its susbstantial shareholders - Avenue Asia Capital Management, LLC, Avenue Asia Special Situations Fund, LP, Avenue Asia Capital Partners, LP and Avenue Asia International Ltd. Board of Directors As on 31 March 2004, the Board of Director of TCL comprised of: Name Mr. Kartar singh Thakral Mr. Natarajan Subramaniam Mr. Inderbethal Singh Thakral Mr. Heng Chiang Meng Mr. Jasvinder Singh Thakral Mr. Lee Ying Cheunl Mr. Victor Loh Kwok Hoong Financial Performance The brief financial details of TCL for the last three years are as under: (Rs. mn) March 31, 2004 March 31, 2003 March 31, 2002 14,102.40 15,524.14 13,444.39 619.56 382.69 4,617.89 1,938.05 2,014.82 1,982.30 2,414.28 1,961.94 1,477.54 4,352.33 3,976.76 3,459.84 0.41 0.26 3.09 2.91 2.66 2.31 Designation Chairman Vice Chairman Director Director Director Director Director

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.)

Share Quatation a) Highest and lowest price in last six months In Singapore Dollar High Low 0.145 0.145 0.14 0.135 0.135 0.12 Average Conversion Rate 26.554 26.901 27.0173 In Indian Rupees High Low 3.85 3.90 3.78 3.58 3.63 3.24

Month June 2004 July 2004 August 2004

89

September 2004 October 2004 November 2004

0.135 0.13 0.12

0.125 0.11 0.11

27.1737 27.2775 27.2818

3.67 3.55 3.27

3.40 3.27 3.00

b) As of December 1,2004 Singapore Dollar 0.110 in Indian Rs. 2.99

TCL Disassociation

Name of Company

Date of acquisition/ Incorporatio n

Date of disassociatio n

TCL Investment Unit Trust

Sep 16, 1996

During the year ended 31 March 2002

Quantity holding (by TCL Group before Disassociatio n) 100%

% of Holding (by TCL Group before Disassociatio n) 100%

Reasons

Sold to

Dormant upon disposal of underlying investments Deregistered as no intention to commence business Non-viability of business operations

Not Applicable

Thai Orient Air Service Company Ltd

8 Jun 1998

During the year ended 31 March 2002

2000 shares

100%

Not Applicable

Chengdu Thakral Electronics Industrial Corporation Ltd Beijing Orient Air Service Co Ltd

28 Dec 1993

During the year ended 31 March 2003

70% of common equity stock

70%

Not Applicable

24 Apr 1996

During the year ended 31 March 2003 During the year ended 31 March 2003

89% of common equity stock

89%

Non-viability of business operations

Not Applicable

TCL Investment (Australia) Pty Ltd

16 Sep 1996

100%

100%

Dormant upon disposal of underlying investments Non-viability of business operations

Not Applicable

Beijing Thakral IT Co Ltd

9 Sep 1996

During the year ended 31 March 2003

96% of common equity stock

96%

Not Applicable

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Name of Company

Date of acquisition/ Incorporatio n

Date of disassociatio n

Beijing Dong Fong De Yuan Cultural Development Company Ltd

28 Aug 1998

During the year ended 31 March 2004

Quantity holding (by TCL Group before Disassociatio n) 85% of common equity stock

% of Holding (by TCL Group before Disassociatio n) 85%

Reasons

Sold to

Dormant upon disposal of underlying investment s Deregistered as no intention to commence business Exit from industry segment

Not Applicable

Thakral Information Technology Group Ltd

11 Jul 1996

During the year ended 31 March 2003

2 ordinary shares

100%

Not Applicable

Beijing Wenlu Laser Technology Co Ltd

19 Jun 1998

During the year ended 31 March 2004

60% of common equity stock

60%

Beijing CAV Tongfang Culture Communicatio n Co., Ltd. and Beijing Tsinghua Tongfang Machinery & Electrical Industry Co. Ltd. Not Applicable

e.com Traders Ltd

26 Jul 1999

During the year ended 31 March 2003

2 ordinary shares

100%

Deregistered as no intention to commence business Deregistered as no intention to commence business

Cyber Hub Ltd

26 Jul 1999

During the year ended 31 March 2003

2 ordinary shares

100%

Not Applicable

91

Name of Company

Date of acquisition/ Incorporatio n

Date of disassociatio n

China Express Associates Ltd

31 Jul 1999

During the year ended 31 March 2004

Quantity holding (by TCL Group before Disassociatio n) 999 ordinary shares

% of Holding (by TCL Group before Disassociatio n) 99.9%

Reasons

Sold to

Insignifican t contributio n to Group revenue Deregistered as no intention to commence business Nonviability of business operations

Everbest Resources Ltd.

China Express Associates (GZ) Ltd

16 Aug 1999

During the year ended 31 March 2003

100% of common equity stock

100%

Not Applicable

E2esoft Business Consulting (Shanghai) Co Ltd Shanghai SLink Network Technology Co Ltd Guangzhou Dong Fang De Yuan Cultural Development Co Ltd e2esoft Ltd

14 Nov 2000

During the year ended 31 March 2004

100% of common equity stock

100%

Not Applicable

28 Nov 2000

During the year ended 31 March 2004

100% of common equity stock

100%

Nonviability of business operations Deregistered as no intention to commence business Deregistered as no intention to commence business

Not Applicable

18 Sep 2000

During the year ended 31 March 2003

100% of common equity stock

100%

Not Applicable

27 Apr 2000

During the year ended 31 March 2003

2 ordinary shares

100%

Not Applicable

92

Name of Company

Date of acquisition/ Incorporatio n

Date of disassociatio n

e2esoft.com Ltd

19 Apr 2000

During the year ended 31 March 2003

Quantity holding (by TCL Group before Disassociatio n) 2 ordinary shares

% of Holding (by TCL Group before Disassociatio n) 100%

Reasons

Sold to

Deregistered as no intention to commence business Deregistered as no intention to commence business Deregistered as no intention to commence business

Not Applicable

e2emart.com Ltd

19 Apr 2000

During the year ended 31 March 2003

2 ordinary shares

100%

Not Applicable

e2esoft Company Ltd

28 Jul 2000

During the year ended 31 March 2003

1 ordinary share

100%

Not Applicable

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6. Prism International Private Limited (PIPL) PIPL was incorporated on September 23, 1994 and it is registered with the RBI as a Non Banking Financial Company. PIPL is carrying out Investment activity an money lending business. Shareholding Pattern The shareholding pattern of PIPL as on March 31, 2004 is as follows: Sr. No 1. 2. 3. 4. Name of the Shareholders M/S Newsprint Trading & Sales Corporation Mr. Premkishan Gupta Reliable Computer Solutions Pvt. Ltd. Mrs. Mamta Gupta Total No. of shares 72,15,010 36,00,120 50,000 10 10865140 % of holding 66.40% 33.14% 0.46% 0.00% 100%

Board of Directors As on March 31, 2004, the board of director of PIPL comprised of: Name Mr. Premkishan Gupta Mrs.Mamata Gupta Mr. Arun Agarwal Financial Performance The brief financial details of PIPL for the last three years are as under: March 31, 2004 61.18 25.45 108.65 34.01 142.66 2.34 13.13 March 31, 2003 1.93 1.13 108.65 8.57 117.22 0.10 10.79 (Rs. mn) March 31, 2002 9.09 7.40 108.65 34.01 116.09 0.68 10.68 Designation Director Director Director

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.)

Group Companies PIPL has no group companies

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7. Mr. Prem Kishan Gupta

Mr. Prem Kishan Gupta, driving license number P 98050399,son of (late) Shri M L Gupta, aged 46 years, is the Deputy Chairman and Managing Director of the Company.He is a founder promoter of the Company. He has been in the family business of trading in newsprint since he was 20 year old. He represents newsprint manufacturers in the USA, Canada and Europe with strong tie-ups in South East Asia. List of group companies of Mr. Prem Kishan Gupta with his individual shareholding in each of them

Sr. No. 1. 2. 3. 4. 5. 6. 7.

Name Prism International Pvt. Ltd. Perfect Communication Pvt. Ltd. Edgemond India Pvt. Ltd. Mayfair Enterprises Private Ltd. Fortune Technology Investments India Pvt. Ltd. Star Cineplex Pvt. Ltd. NewsPrint Trading and Sales Corp. (Partnership Firm)

Shareholding % 33% 83% 50% 50% 50% 50% 80%

The Company confirms that the Permanent Account Number, Bank Account Number and Passport Number of the Promoters have been submitted to BSE and NSE at the time of filing the Red Herring Prospectus with them. Disassociation Name of Company Date of acquisition/ Incorporation Date of disassociation Quantity holding % of Holding

Reasons

Sold to

95

Reliable Computer Solutions Pvt. Ltd.

October 1985

October 2004

4601 Equity shares of Rs. 10 each

93%

No business activity

Prestige Colonisers Pvt. Ltd.

1996 April 2004 5,200 equity shares of Rs. 10 each 10 Equity shares of Rs.10 each 48%

No business activity

2300 Shares to Mr. Gurdeep Singh Chadha and 2301 Shares to Uppal Housing Pvt. Ltd. Mr. Suresh Chand

Gateway Acefusion dotcom Pvt. Ltd.

August 2000

October 2004

0.1%

Struck off

Not applicabl e

GROUP COMPANIES Windmill International Pte. Ltd. group companies 1. Golden Peace Investment Ltd. (GPIL)

GPIL was incorporated in the year 1995 in Hong Kong. The company is engaged in ship charter management business and has been dormant since 2003. Shareholding Pattern As on March 31, 2004, Windmill International Pte Ltd. held 100% of the shares of GPIL Board of Directors As on March 31, 2004, the board of directors of GPIL comprised of: Name Mr. Ho Peng Cheong Mr. Lee Kok Loon Financial Performance The brief financial details of GIPL for the last three years are as under: March 31, 2004 Total Income Profit after Tax (0.13) March 31, 2003 (0.13) (Rs. mn) March 31, 2002 2.70 0.61 Designation Director Director

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Equity Share Capital 0.00 0.00 0.00 Reserves 1.01 1.24 1.40 Networth (excluding revaluation reserves) 1.01 1.24 1.40 Earning Per Share (EPS) (Rs) (66,196.99) (62,999.74) 306,414.76 Net Asset Value (NAV) per share (Rs) 505,315.07 621,249.78 701,729.55 *Accounts for the period from January 01, 2000 to March 31, 2002. The average conversion rate used for conversion of Hong-Kong Dollar to Indian Rupee is Rs. 6.0889.

2.

Windmill International (Myanmar) Limited. (WIML)

WIML was incorporated in the year 1994 in Union of Myanmar. The principal activities of the company are those relating to counter trade, import and export and WIML has been dormant since 1998. Shareholding Pattern The shareholding pattern of WIML as on March 31, 2004 is as follows: Sr. No. 1. 2. Name Windmill International Pte Ltd. Mr. Carol Aye % of holding 89.9% 10.1%

Board of Directors As on March 31, 2004, the board of directors of WIML comprised of: Name Mr. Ho Peng Cheong Ms. Carol Aye Financial Performance The brief financial details of WIML for the last three years are as under: March 31, 2004 Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs) (0.01) 3.90 (21.65) (17.75) (22.98) (29,587.44) March 31, 2003 (0.03) 4.27 (23.70) (19.43) (452.75) (323,792.45) (Rs. mn) March 31, 2002 (0.01) 4.39 (24.53) (8.96) (244.92) (149,396.50) Designation Director Director

3.

Shoreller Holdings Ltd. (SHL)

SHL was incorporated in the year 1995 in British Virgin Islands. The company is an investment holding company. The company has a 100% subsidiary Blue Wave Shipping SRL.

97

Shareholding Pattern As on March 31, 2004, Windmill International Pte Ltd held 100% of the shares of SHL. Board of Directors As on March 31, 2004, the board of directors of SHL comprised of:

Name Mr. Lee Kok Loon Mr. Low Kum Wah Financial Performance* The brief financial details of SHL for the last three years are as under: March 31, 2004 Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.) (0.52) 0.00 (3.11) (3.11) (104,641.73) (622,651.12)

Designation Director Director

March 31, 2003 (1.07) 0.00 (2.87) (2.87) (214,964.62) (573,698.13)

(Rs. mn) March 31, 2002 (0.74) 0.00 (1.86) (1.86) (148,680.12) (372,613.14)

* The results are unaudited, as per the laws of British Virgin Islands, the company is not required to get its accounts audited. 4. Blue Wave Shipping S.R.L. (BWSS)

BWSS was incorporated in the year 1996 in Romania. The company is in to the business of shipping commission agent, counter-trade, import and export. The company has been dormant since 2002. Shareholding Pattern As on March 31, 2004, SHL held 100% of the shareholding of BWSS Board of Directors As per the laws of Romania, a board of directors need not be constituted.

Financial Performance * The brief financial details of BWSS for the last three years are as under: (Rs. mn) March 31, 2002 0.12 (0.30)

Total Income Profit after Tax

March 31, 2004 0.00 (0.54)

March 31, 2003 0.70 (0.89)

98

Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.)

1.10 (1.75) 0.42 (75.24) 57.79

1.20 (1.28) 1.02 (122.76) 140.91

1.24 0.00 1.95 (41.69) 269.75

* The results are unaudited. As per the laws of Romania the company is not required to get its accounts audited.

Parameswara Holdings Ltd. group companies

1.

Information Technology Park Investment Pte Ltd. (ITPIPL)

ITPIPL was incorporated in November 26, 1993, in Singapore. The principal activity of the company is that of a Investment holding company. Shareholding Pattern The shareholding pattern of ITPIPL as on March 31, 2004 is as follows: Sr. No 1. 2. 3. Name of the Shareholders Ascendas Pte Ltd. RSP Architects Planners & Engineers (Pte) Ltd. Parameswara Holdings Limited No. of shares 27,250,500 5,450,100 3,633,400 % of holding 75% 15% 10%

Board of Directors As on September 30, 2004, the board of directors of ITPIPL comprised:

Name Mr. Albert Hong Hin Kay Mr. Chong Siak Ching Mr. Goh Kok Huat Mr. Lai Huen Poh Mr. Lim Teow Beng Mr. Lim Sin Teow Mr. Shabbir Hassanbahi Mr. Sithawala Haider Mohamedally Financial Performance

Designation Director Director Director (Alternate to Mr. Albert Hong Hin Kay) Director Director Director (Alternate to Mr. Shabbir Hassanbahi )

The brief financial details of ITPIPL for the last three years are as under: March 31, 2004 March 31, 2003 (Rs. mn) March 31, 2002

99

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.) 3.

12.27 165.85 886.14 (779.64) 106.49 4.85 3.11

6.65 (66.59) 921.24 (978.72) (57.48) (1.95) (1.68)

28.98 (122.32) 906.37 (898.97) 7.40 (3.58) 0.22

First Capital Property Ventures Pte Ltd. (FCPVPL)

FCPVPL was incorporated in Singapore on September 09, 1994. FCPVPL has promoted Gurgaon Technology Park Limited, a joint venture with Unitech Limited and Haryana Urban Development Authority (HUDA) to undertake the development of approximately 70 acres of land for a Technology Park on National Highway in Gurgaon Haryana, New Delhi, India. The principal activity of the company is that of a Investment holding company. Shareholding Pattern The shareholding pattern of FCPVPL as on March 31, 2004 is as follows: Sr. No 1. 2. 3. 4. 5. Name of the Shareholders Guoco Land Limited Thakral Corporation Limited Parameswara Holdings Ltd. Ascendas Land International Pte Ltd. Sat Pal Khattar Total No. of shares 35 25 15 15 10 100 % of holding 35% 25% 15% 15% 10% 100%

Board of Directors As on March 31, 2004, the board of directors of FCPVPL comprised of: Name Mr. Sat Pal Khattar Mr. Karan Singh Thakral Mr. Shabbir Hassanbahi Mr. Quek Chee Hoon Mr. Dawn Lum Mr. Lim Sin Tiow Mr. C.D.P. Rajendran Financial Performance The brief financial details of FCPVPL for the last three years are as under: (Rs. mn) June 30, 2002 (1.30) Designation Director Director Director Director Director Director Director

June 30, 2004 Total Income Profit after Tax (2.04)

June 30, 2003 (2.05)

100

Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.)

0.003 (7.21) (7.21) (20,393.58) (72,115.10)

0.003 (5.09) (5.09) (20,517.17) (50,877.49)

0.003 (3.27) (3.27) (12,966.92) (32,654.82)

Thakral Investments Holdings (Mauritius) Ltd. group companies 1. Minnow Trading Company Private Limited (MTCPL)

The company was incorporated on April 25, 1994. The company is engaged in the business of property development. Shareholding Pattern The shareholding pattern of MTCPL as on March 31, 2004 is as follows: Sr. No 1. 2. 3. Name of the Shareholders Thakral Investments Holdings (Mauritius) Ltd. Thakral Investments (India) Ltd. Mr. B.P. Chaturvedi TOTAL No. of shares 1,63,50,000 19 1 1,63,50,020 % of holding 100%

100%

Board of Directors As on March 31, 2004, the board of director of MTCPL comprised: Name Mr. Gurmukh Singh Thakral Mr. Karan Singh Thakral Mr. B.P. Chaturvedi Mr. K.S. Bawa Mr. R.C. Bhavuk Designation Director Director Director Director Director

Financial Performance The brief financial details of MTCPL for the last three years are as under: March 31, 2004 9.07 (0.77) 163.50 (0.77) 162.73 (0.05) 9.95 March 31, 2003 0 0 163.50 0 163.50 0 10.00 (Rs. mn) March 31, 2002 0 0 163.50 0 163.50 0 10.00

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs)

101

2.

Westminster Developments Private Limited (WDPL)

The company was incorporated on February 07, 1996.The company is engaged in the business of property development. Shareholding Pattern The shareholding pattern of WDPL as on March 31, 2004 is as follows: Sr. No 1. 2. 3. Name of the Shareholders Thakral Investments Holdings (Mauritius) Ltd. Thakral Investments (India) Ltd. Mr. B.P. Chaturvedi TOTAL No. of shares 1000 1 1 1002 % of holding 99.8% 0.1% 0.1% 100%

Board of Directors As on March 31, 2004, the board of directors of WDPL comprised of: Name Mr. Gurmukh Singh Thakral Mr. Karan Singh Thakral Mr. K.S. Bawa Mr. R.C. Bhavuk Mr. B.P. Chaturvedi Designation Director Director Director Director Director

Financial Performance The brief financial details of WDPL for the last three years are as under: March 31, 2004 0.94 0.16 0.10 (0.09) 0.01 158.76 9.83 March 31, 2003 0.00 (0.05) 0.10 (0.25) (0.15) (53.35) (148.93) (Rs. mn) March 31, 2002 0.00 (0.04) 0.00 (0.20) (0.20) (21,127.50) (97,884.00)

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs)

3.

Normandy Developments Private Limited (NDPL)

The company was incorporated on February 07, 1996.The company is engaged in the business of property development.

102

Shareholding Pattern The shareholding pattern of NDPL as on March 31, 2004 is as follows: Sr. No 1. 2. 3. Name of the Shareholders Thakral Investments Holdings (Mauritius) Ltd. Thakral Investments (India) Ltd. Mr. B.P. Chaturvedi TOTAL No. of shares 1000 1 1 1002 % of holding 99.8% 0.10% 0.10% 100%

Board of Directors As on March 31, 2004, the board of directors of NDPL comprised of: Name Mr. Gurmukh Singh Thakral Mr. Karan Singh Thakral Mr. K.S. Bawa Mr. R.C. Bhavuk Mr. B.P. Chaturvedi Designation Director Director Director Director Director

Financial Performance The brief financial details of NDPL for the last three years are as under: March 31, 2004 4.39 1.60 0.10 1.27 1.37 1,598.14 1,369.78 March 31, 2003 0.00 (0.05) 0.10 (0.33) (0.23) (46.67) (228.36) (Rs. mn) March 31, 2002 0.0005 (0.04) 0.00 (0.28) (0.28) (20,973.00) (141,031.00)

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs)

4.

Khazina Developments Private Limited (KDPL)

The Company was incorporated on February 07, 1996.The Company is engaged in the business of property development. Shareholding Pattern of KDPL The shareholding pattern of KDPL as on March 31, 2004 is as follows: Sr. No 1. 2. 3. Name of the Shareholders Thakral Investments Holdings (Mauritius) Ltd. Thakral Investments (India) Ltd. Mr. B.P. Chaturvedi No. of shares 1000 1 1 % of holding 99.8% 0.1% 0.1%

103

TOTAL

1002

100%

Board of Directors As on March 31, 2004, the board of directors of KDPL comprised of: Name Mr. Gurmukh Singh Thakral Mr. Karan Singh Thakral Mr. K.S. Bawa Mr. R.C. Bhavuk Mr. B.P. Chaturvedi Designation Director Director Director Director Director

Financial Performance The brief financial details of KDPL for the last three years are as under: March 31, 2004 0 (0.04) 0.10 (0.36) (0.26) (43.43) (257.85) March 31, 2003 0 (0.04) 0.10 (0.32) (0.21) (43.15) (214.42) (Rs. mn) March 31, 2002 0 (0.04) 0.00 (0.27) (0.27) (19,957.00) (135,805.50)

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs)

5.

Zarina Developments Private Limited (ZDPL)

The Company was incorporated on February 07, 1996.The Company is engaged in the business of Property Development.

Shareholding Pattern The shareholding pattern of ZDPL as on March 31, 2004 is as follows: Sr. No 1. 2. 3. Name of the Shareholders Thakral Investments Holdings (Mauritius) Ltd. Thakral Investments (India) Ltd. Mr. R.C.Bhavuk TOTAL No. of shares 1000 1 1 1002 % of holding 99.8% 0.1% 0.1% 100%

Board of Directors As on March 31, 2004, the board of directors of ZDPL comprised of:

104

Name Mr. Gurmukh Singh Thakral Mr. Karan Singh Thakral Mr. K.S. Bawa Mr. R.C. Bhavuk Mr. B.P. Chaturvedi

Designation Director Director Director Director Director

Financial Performance The brief financial details of ZDPL for the last three years are as under: (Rs. mn) March 31, 2002 0 (0.04) 0.00 (0.27) (0.27) (20,066.50) (136,108.50)

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs)

March 31, 2004 0 (0.04) 0.10 (0.36) (0.26) (43.52) (258.55)

March 31, 2003 0 (0.04) 0.10 (0.32) (0.22) (43.15) (215.03)

6.

Sovereign Investments Private Limited (SIPL)

The company was incorporated on February 07, 1996.The company is engaged in the business of property development. Shareholding Pattern The shareholding pattern of SIPL as on March 31, 2004 is as follows: Sr. No 1. 2. 3. Name of the Shareholders Thakral Investments Holdings (Mauritius) Ltd. Thakral Investments (India) Ltd. Mr. B.P. Chaturvedi TOTAL No. of shares 1000 1 1 1002 % of holding 99.8% 0.1% 0.1% 100%

Board of Directors As on March 31, 2004, the board of directors of SIPL comprised of: Name Mr. Gurmukh Singh Thakral Mr. Karan Singh Thakral Mr. K.S. Bawa Mr. R.C. Bhavuk Mr. B.P. Chaturvedi Designation Director Director Director Director Director

105

Financial Performance The brief financial details of SIPL for the last three years are as under: March 31, 2004 0 (0.01) 0.10 (3.09) (2.99) (14.72) (2,982.21) March 31, 2003 0 (0.01) 0.10 (3.07) (2.97) (14.31) (2,967.49) (Rs. mn) March 31, 2002 0 (0.10) 0.10 (3.06) (3.06) (51,911.50) (1,529,541.50)

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs)

Primeast Investments Limited (PEIL) The company was incorporated on January 25, 1983. It was initially formed as a private limited company and later become public and changed its name to Parvidhgaar Leasing and Finance Limited. The Company made its first public issue in the year 1984. The name was subsequently changed to Primeast Investments Limited on November 16, 1994. The main business of the company up to the year 2000 was leasing and hire purchase business. The company changed its main objects clause to computer software th and internet related activities at the 17 AGM of the company held in the year 2000. Consequently, the company has invested in the shares of M/s. Pacific Internet (India) Pvt. Ltd. (A Joint Venture between Pacific Internet, Singapore and Thakral Group, Singapore). Shareholding Pattern The shareholding pattern of PEIL as on March 31, 2004 is as follows: Sr. No 1. 2. 3. 4. 5. 6. 7. 8. Name of the Shareholders Thakral Investments Holdings (Mauritius) Ltd Paramount Park Ltd. Trust Leasing and Finance Ltd. Thakral Investments India Ltd Kanwaljeet Singh Dhillon (NRI) Capital Trust Stocks Ltd. Other General Public NRI - Individuals TOTAL No. of shares 2,200,000 2,900,000 1,284,400 4,029,200 580,000 180,000 515,480 46,000 1,1735,080 % of holding 18.75% 24.71% 10.95% 34.34% 4.94% 1.53% 4.39% 0.39% 100%

Board of Directors As on March 31, 2004, the board of directors of PEIL comprised of: Name Mr. R.C. Bhavuk Mr. Gurmukh Singh Thakral Mr. Karan Singh Thakral Mr. K.S. Bawa Designation Managing Director Director Director Director

106

Mr. B.P. Chaturvedi Financial Performance The brief financial details of PEIL for the last three years are as under: March 31, 2004 0.19 (2.70) 117.35 (34.96) 82.39 (0.21) 6.52

Director

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.)

March 31, 2003 0.11 (2.26) 117.35 (32.26) 85.09 (0.18) 6.73

(Rs. mn) March 31, 2002 0.82 (2.25) 117.35 (30.01) 87.35 (0.19) 7.44

Share Quatation c) Highest and lowest price in last six months The Shares were not quoated during the preceding six months d) Shares were last quoted at Rs. 8.50 on March 26, 1999 Investor Grievance Redressal System PEIL has constituted a Sharehoders grievance committee with 3 Directors and holds the committee meeting on the basis of Investor Complaints received. 7. Thakral Investments (India) Private Limited (TIIPL)

The Company was incorporated on February 19, 1986 as Thakral Electronics Pvt. Ltd. and changed its name on June 23, 1997. The Company is engaged in investment activities. Shareholding Pattern of TIIPL As on March 31, 2004, Thakral Investment Holdings (Mauritius) Ltd. held 100% of shares of TIIPL

Board of Directors As on March 31, 2004, the Board of Director of TIIPL comprised: Name Gurmukh Singh Thakral Karan Singh Thakral B.P. Chaturvedi G.D. Khemani Designation Director Director Director Director

Mr. Mr. Mr. Mr.

Financial Performance The brief financial details of TIIPL for the last three years are as under: (Rs. mn)

107

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs) 8. Future World (India) Pvt. Ltd (FWIPL)

March 31, 2004 33.14 (0.80) 25.00 0.45 25.45 (0.32) 10.18

March 31, 2003 2.83 1.01 25.00 4.59 29.59 0.40 11.83

March 31, 2002 1.20 0.29 25.00 (5.44) 19.57 0.12 7.83

The Company was incorporated on June 13, 2000. The Company is in the Electronics business.

Shareholding Pattern The shareholding pattern of FWIPL as on March 31, 2004 is as follows: Sr. No 1. 2. 3. Name of the Shareholders Thakral Computers Pvt. Ltd Thakral Investments (India) Pvt. Ltd Mr. B. P. Chaturvedi TOTAL No. of shares 1 9,990 9 10,000 % of holding 0.01% 99.90% 0.09% 100.00%

Board of Directors As on March 31, 2004, the board of directors of FWIPL comprised of: Name Mr. B. P. Chaturvedi Mr. Lakshmi Narayan Financial Performance The brief financial details of FWIPL for the last three years are as under: March 31, 2004 0.01 (0.25) 0.10 (1.28) (1.18) (25.23) (118.40) March 31, 2003 21.47 (0.90) 0.10 (0.10) (0.00) (90.03) (0.32) (Rs. mn) March 31, 2002 15.92 (0.12) 0.00 (0.13) (0.13) (6,134.35) (6,540.85) Designation Director Director

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.)

9.

Normandy Investments Pvt. Ltd (NIPL)

108

The company was incorporated on February 07, 1996. The principal activity of the company is to carry on investment activities. Shareholding Pattern The shareholding pattern of FWIPL as on March 31, 2004 is as follows: Sr. No 1 2 Name of the Shareholders Thakral Investments (India) Pvt. Ltd Mr. B. P. Chaturvedi TOTAL No. of shares 2876 1 2877 % of holding 99.97% 0.03% 100.00%

Board of Directors As on March 31, 2004, the board of directors of NIPL comprised of: Name Mr. Gurmukh singh Thakral Mr. Karan Singh Takral Mr. K. S. Bawa Mr. R. C. Bhavuk Financial Performance The brief financial details of NIPL for the last three years are as under: March 31, 2004 Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.) 0 (0.01) 0.29 (0.41) (0.12) (5.13) (41.37) March 31, 2003 0 (0.01) 0.29 (0.39) (0.10) (4.81) (36.25) (Rs. mn) March 31, 2002 0 (0.11) 0.29 (0.38) (0.09) (36.55) (31.44) Designation Director Director Director Director

10. Parjat Developments Private Ltd. (PDPL) The company was incorporated on February 07, 1996. The principal activity of the company is to carry on investment activities. Shareholding Pattern The shareholding pattern of PDPL as on March 31, 2004 is as follows: Sr. No 1. 3. Name of the Shareholders Thakral Investments (India) Pvt. Ltd Mr. B. P. Chaturvedi No. of shares 2001 1 % of holding 99.95% 0.05%

109

TOTAL

2002

100.00%

Board of Directors As on March 31, 2004, the board of directors of PDPL comprised of: Name Mr. Gurmukh singh Thakral Mr. Karan Singh Takral Mr. K. S. Bawa Mr. R. C. Bhavuk Financial Performance The brief financial details of NIPL for the last three years are as under: March 31, 2004 Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.) (0.01) 0.20 (0.33) (0.13) (7.36) (64.22) March 31, 2003 (0.01) 0.20 (0.31) (0.11) (6.81) (56.86) (Rs. mn) March 31, 2002 (0.11) 0.20 (0.30) (0.10) (52.60) (50.05) Designation Director Director Director Director

11. Raaya Developments Pvt. Ltd.(RDPL) The company was incorporated on February 07, 1996. The principal activity of the company is to carry on investment activities. Shareholding Pattern The shareholding pattern of RDPL as on March 31, 2004 is as follows: Sr. No 2. 3. Name of the Shareholders Thakral Investments (India) Pvt. Ltd Mr. B. P. Chaturvedi TOTAL No. of shares 4501 1 4502 % of holding 99.98% 0.02% 100.00%

Board of Directors As on March 31, 2004, the board of directors of RDPL comprised of: Name Mr. Gurmukh singh Thakral Mr. Karan Singh Takral Mr. K. S. Bawa Mr. R. C. Bhavuk Designation Director Director Director Director

110

Financial Performance The brief financial details of RDPL for the last three years are as under: March 31, 2004 0 (0.01) 0.45 (0.58) (0.13) (3.31) (28.94) March 31, 2003 0 (0.01) 0.45 (0.57) (0.12) (3.07) (25.63) (Rs. mn) March 31, 2002 0 (0.11) 0.45 (0.55) (0.10) (23.34) (22.56)

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.)

12. Glade Trading Company Pvt. Ltd. (GTCPL) The company was incorporated on June 23, 1995. The principal activity of the company is to carry on investment activities. Shareholding Pattern The shareholding pattern of GTCPL as on March 31, 2004 is as follows: Sr. No 2. 3. Name of the Shareholders Thakral Investments (India) Pvt. Ltd. Thakral Computers Pvt. Ltd. TOTAL No. of shares 10099 1 10100 % of holding 99.99% 0.01% 100.00%

Board of Directors As on March 31, 2004, the board of directors of GTCPL comprised of: Name Mr. Gurmukh singh Thakral Mr. Karan Singh Takral Mr. R. C. Bhavuk Mr. K. J. Binoj Financial Performance The brief financial details of GTCPL for the last three years are as under: March 31, 2004 Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) 0.02 (0.03) 0.10 (0.24) (0.14) (3.04) March 31, 2003 0 (0.05) 0.10 (0.21) (0.10) (0.00) (Rs. mn) March 31, 2002 0 (0.09) 0.001 (0.16) (0.16) (0.01) Designation Director Director Director Director

111

Net Asset Value (NAV) per share (Rs.)

(13.37)

(0.01)

(0.01)

Thakral Corporation Ltd. group companies 1. Thakral Overseas Pte Ltd (TOPL) TOPL was incorporated in Singapore on December 21, 1992 as a private limited company. TOPL was incorporated as an investment holding company.

TOPL has promoted the following companies: Name of the Company & Country of Incorporation Thakral Technology Pte. Ltd. (Singapore) Beijing Thakral Business Consultation Co. Ltd. (China) Shanghai Thakral Electronics Industrial Corporation Ltd. (China) Wearnes Thakral Pte Ltd. (Singapore) Shareholding (%) 100 90 90 50

Shareholding Pattern As on March 31, 2004, TCL held 100% of the share holding of TOPL Board of Directors As on March 31, 2004 the board of directors of TOPL comprised of: Name Mr.Karan Singh Thakral Mr.Inderbethal Singh Thakral Mr.Gurmukh Singh Thakral Mr.Jasvinder Singh Thakral Mr.Rikhipal Singh Thakral Mr.Chennoth Divakara Prabhu Rajendran Designation Director Director Director Director Director Director

Financial Performance The brief financial detail of TOPL for the last three years are as under: March 31, 2004 1,298.64 62.23 25.91 (2,841.31) (2,815.40) 62.23 (2,815.40) (Rs. mn) March 31, 2003 March 31, 2002 1,458.64 1,551.27 1,015.38 (465.87) 26.94 26.50 (3,037.56) 4,098.08) (3,010.62) (4,071.58) 1015.38 (465.87) (3,010.62) (4,071.58)

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs.) Net Asset Value (NAV) per share (Rs.)

112

The financial information of group companies of TOPL, have been consolidated into TOPL. Hence standalone accounts of these group companies are not included in this Draft Red herring Prospectus. 2. Thakral Corporation (HK) Ltd (TCHK) TCHK was incorporated in Hong Kong on January 03, 1990 as a private limited company. Thakral family companies established a business unit in Hong Kong in 1973 (Thakral Brothers (HK) Ltd.), which began the export of textiles in 1977. In 1982, the consumer electronic products distribution business was introduced as a division within Thakral Brothers (HK) Ltd As part of a restructuring exercise on April 01, 1993, all of the business and undertaking, assets and liabilities of Thakral Brothers (HK) Limited were transferred to TCHK. TCHK is involved in the business of trading in consumer electronics products. TCHK also acts as a holding company for the investments of the TCL group.

TCHK has promoted the following companies: Name of the Company & Country of Incorporation Thakral Realty (H.K) Ltd., Hong Kong Crown Base Investment Ltd., Hong Kong Thakral Brothers (China) Ltd., Hong Kong Anbest Electronic Ltd., Hong Kong DOT Holdings Ltd., British Virgin Islands Golden Trophy Ltd., Hong Kong The One Electronics City (BVI) Company Ltd., British Virgin Islands Thakral Home Entertainment Ltd., Hong Kong Thakral Corporation (Mauritius) Ltd., Mauritius Raffles Investments Ltd., Mauritius Prestige Wealth Ltd., Hong Kong New Function Ltd., British Virgin Besttb2b.com Ltd., Hong Kong Besttb2b.com Ltd., British Virgin Islands Digital Infotech Holdings Ltd., Cayman Islands Digital Infotech (BVI) Ltd., British Virgin Islands DOT Media Holdings Ltd., Cayman Islands DOT Media Holdings (HK) Ltd., Hong Kong DOT Media Ltd., Hong Kong DOT Media Industries Ltd., Hong Kong DOT Media Corporation Ltd., Hong Kong The One Electronics City Co. Ltd., Hong Kong Guangzhou The One Electronic Development Co. Ltd., China Wu Jiang Da Fa Real Estate Development Co. Ltd., China Golden Trophy Holdings Ltd., Hong Kong Zhong Lu Voice Image Lease Co. Ltd., China CAV-Thakral Home Entertainment Co. Ltd., China Thakral (Chengdu) Digital Technology Development Co. Ltd., China Digital Infotech (HK) Ltd., Hong Kong Digital Infotech (USA) Inc., USA Digital Info Technology Pte Ltd, Singapore China Express Corporation Ltd, Hong Kong Suns Greater China Ltd, Hong Kong Shareholding (%) 100 100 100 100 80 100 100 100 100 100 100 100 100 100 100 100 80 80 80 80 80 100 100 55 100 70 60 100 100 100 100 100 100

Shareholding Pattern

113

As on March 31, 2004, TCL held 100% of the share holding of TCHK Board of Directors As on March 31, 2004 the board of directors of TCHK comprised of: Name Mr. Kartar Singh Thakral Mr. Inderbethal Singh Thakral Mr. Kanwaljeet Singh Dhillon Designation Director Director Director

Financial Performance The brief financial detail of TCHK for the last three years are as under: (Rs. mn) March 31, 2002 11,719.61 2,033.42 1,900.69 877.44 2,778.12 6.70 9.15

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs)

March 31, 2004 13,404.49 905.72 1,690.75 2,395.13 4,085.88 2.98 13.46

March 31, 2003 14,214.96 861.43 1,850.11 1,710.24 3,560.35 2.84 11.73

The financial information of group companies of TCHK, have been consolidated into TCHK. Hence standalone of accounts of these group companies are not included in this Draft Red herring Prospectus. 3. Thakral Brothers Ltd. ("TBL") TBL was incorporated in Japan in 1972 to take over the business of purchasing office for textiles of Thakral Family Companies. In 1975, the Thakral family companies diversified into the distribution of consumer electronic products and TBL also became the groups purchasing office for consumer electronic products in Japan. Shareholding Pattern As on March 31, 2004, TCL held 100% of the share holding of TBL Board of Directors As on March 31, 2004 the Board of Directors of TBL comprised of: Name Mr. Kuldip Singh Thakral Mr. Jasvinder Singh Thakral Designation Director Director

Financial Performance

114

The brief financial detail of TBL for the last three years are as under: March 31, 2004 9,959.15 82.54 8.33 676.94 685.27 2,063.62 17,131.72 March 31, 2003 10,504.84 55.61 8.05 735.82 743.87 1,390.35 18,596.81 (Rs. mn) March 31, 2002 7,611.87 54.58 7.36 621.11 628.47 1,364.44 15,711.72 -

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs) Dividend (Equity)

The financial information of group companies of TBL, have been consolidated into TBL. Hence standalone of accounts of these group companies are not included in this Draft Red herring Prospectus. 4. First Capital Property Ventures Pte Ltd (FCPVPL)

Disclosures made under the group companies of Parameswara Holdings Ltd. on page 100 of this Draft Red herring prospectus. 5. Lightship China Pte Ltd (LCPL)

LCPL was incorporated in Singapore on January 09, 2001 as a joint venture with Lightship Asia-Pacific Pte Ltd to charter airships which will be used as advertising media for products and services of organizations in China and Hong Kong. Shareholding Pattern Shareholding pattern of LCPL as on March 31, 2004 is as follows: Sr. No 1. 2. Name of the Shareholders Thakral Corporation Ltd Lightship Asia-Pacific Pte Ltd No. of shares 38 62 % of holding 38% 62%

Board of Directors As on March 31, 2004 the Board of Directors of LCPL comprised of: Name Lee Ying Cheun Inderbethal Singh Thakral Chiew Sin Onn, Francis Charles Dominic Ehrler James Richard Thiele Anthony Robert Obrzut Designation Director Director Director Director Director Director

Mr. Mr. Mr. Mr. Mr. Mr.

Financial Performance The brief financial detail of LCPL for the last three years are as under: (Rs. mn)

115

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs)

Dec 31, 2003 0.30 0.00 (0.17) (0.17) 3,048.67 (1,678.84)

Dec 31, 2002 (0.18) 0.00 (0.49) (0.49) (1,814.03) (4,861.41)

Dec 31, 2001 (0.29) 0.00 (0.29) (0.28) (2,897.02) (2,847.59)

Group companies of Mr. Prem Kishan Gupta 1. Perfect Communication Pvt. Ltd. (PCPL) PCPL was incorporated on February 06, 1990 PCPL has acquired leasehold property and driving income from lease of said premises. Shareholding Pattern The shareholding pattern of Perfect Communication Pvt. Ltd. as on March 31, 2004 is as follows: Sr. No 1. 2. Name of the Shareholders Mr. Prem Kishan Gupta Mrs. Mamta Gupta TOTAL No. of shares 11,000 1,600 12,600 % of holding 87.30% 12.70% 100%

Board of Directors As on March 31, 2004, the Board of Director of Perfect Communication Pvt. Ltd. comprised: Name Mr. Prem Kishan Gupta Mrs.Mamta Gupta Mr. Hari Kishan Sharma Designation Director Director Director

Financial Performance The brief financial details of Perfect Communication Pvt. Ltd. for the last three years are as under: (Rs. mn) March 31, 2004 March 31, 2003 March 31, 2002 9.77 0 0 (0.92) (0.01) (0.06) 0.13 0.13 0.13 (1.05) (0.13) (0.12) (0.93) (0.01) (0.05) (73.23) (1.12) (9.76)

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs)

116

Net Asset Value (NAV) per share (Rs)

(73.61)

(0.38)

(7.67)

2. Edgemond India Pvt. Ltd. (EIPL) The company was incorporated on September 08, 1999. The company has not started any business activity yet. Shareholding Pattern The shareholding pattern of EIPL as on March 31, 2004 is as follows: Sr. No 1. 2. Name of the Shareholders Mr. Prem Kishan Gupta Mrs.Mamta Gupta TOTAL No. of shares 7,000 3,500 10,500 % of holding 66.67% 33.33% 100

Board of Directors As on March 31, 2004, the board of directors of EIPL comprised of: Name Mr. Prem Kishan Gupta Mrs.Mamta Gupta Designation Director Director

Financial Performance The brief financial details of EIPL for the last three years are as under: March 31, 2004 0.00 (0.02) 0.11 (0.19) (0.09) (1.46) (8.24) March 31, 2003 0.00 (0.02) 0.11 (0.18) (0.07) (1.43) (6.78) (Rs. mn) March 31, 2002 0.00 (0.01) 0.11 (0.16) (0.06) (1.17) (5.35)

Total Income Profit after Tax (Transferred to Balance Sheet) Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs)

3. Mayfair Enterprises Private Ltd. [Formerly Price & Pierce (India) Pvt. Ltd. (MEPL)] The company was incorporated on November 24, 1999. The company is not doing any business. Shareholding Pattern The shareholding pattern of MEPL as on March 31, 2004 is as follows:

Sr.

Name of the Shareholders

No. of shares

% of holding

117

No 1. 2.

Mr. Prem Kishan Gupta Mrs.Mamta Gupta TOTAL

8,400 2,100 10,500

79.63% 20.37% 100%

Board of Directors As on March 31, 2004, the board of directors of MEPL comprised of: Name Mr. Prem Kishan Gupta Mrs.Mamta Gupta Designation Director Director

Financial Performance The brief financial details of PPIPL for the last three years are as under: March 31, 2004 0.01 (0.05) 0.11 (0.19) (0.09) (5.04) (8.24) 0.17 March 31, 2003 0.02 (0.05) 0.11 (0.18) (0.07) (4.71) (6.78) 0.17 (Rs. mn) March 31, 2002 0.36 (0.08) 0.11 (0.08) 0.03 (7.55) 2.46 0.27

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs) Share Application Money

4. Fortune Technology Investments India Pvt. Ltd. (FTIIPL) The company was incorporated on May 15, 2000. The company has not started any business activity yet. Shareholding Pattern of FTIIPL The shareholding pattern of FTIIPL as on March 31, 2004 is as follows: Sr. No 1. 2. Name of the Shareholders Mr. Prem Kishan Gupta Mrs.Mamta Gupta TOTAL No. of shares 8,245 1,775 10,020 % of holding 82.28% 17.72% 100%

Board of Directors As on March 31, 2004, the board of directors of FTIIPL comprised of: Name Mr. Prem Kishan Gupta Mrs.Mamta Gupta Designation Director Director

118

Financial Performance The brief financial details of FTIIPL for the last three years are as under: March 31, 2004 Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs) Share Application Money 5. Star Cineplex Pvt. Ltd. (SCPL) The company was incorporated on November 08, 1999. The company has not any started business activity yet. Shareholding Pattern of SCPL The shareholding pattern of SCPL as on March 31, 2004 is as follows: Sr. No 1. 2. Name of the Shareholders Mr. Prem Kishan Gupta Mrs.Mamta Gupta TOTAL No. of shares 7,000 3,500 10,500 % of holding 66.67% 33.33% 100% 0.00 (0.01) 0.10 (2.43) (2.33) (1.30) (232.14) 2.75 March 31, 2003 0.00 (0.14) 0.10 (2.43) (2.33) (14.21) (232.14) 2.75 (Rs. mn) March 31, 2002 0.00 (0.49) 0.00 (2.28) (2.28) (24,289.10) (144.185.75) 2.40

Board of Directors As on March 31, 2004, the board of directors of SCPL comprised of: Name Mr. Prem Kishan Gupta Mrs. Mamta Gupta Designation Director Director

Financial Performance The brief financial details of SCPL for the last three years are as under: March 31, 2004 0.00 (0.01) 0.11 (0.12) (0.01) (1.12) (0.91) March 31, 2003 0.00 (0.02) 0.11 (0.10) 0.00 (1.61) 0.21 (Rs. mn) March 31, 2002 0.00 (0.01) 0.11 (0.09) 0.02 (1.11) 1.82

Total Income Profit after Tax Equity Share Capital Reserves Networth (excluding revaluation reserves) Earning Per Share (EPS) (Rs) Net Asset Value (NAV) per share (Rs)

119

Share Application Money

0.06

0.06

0.06

6. Newsprint Trading & Sales Corporation (NTSC) The firm was incorporated on May 21, 1984.The main business of the firm is to render commercial services to foreign manufacturers and exporters of news print paper.

Partners of NTSC The partners of NTSC as on March 31, 2004 is as follows: Sr. No 1. 2. Name of Partner Mr. Prem Kishan Gupta Mrs.Mamta Gupta TOTAL % share in Profits/Losses 80% 20% 100%

Financial Performance The brief financial details of NTSC for the last three years are as under: March 31, 2004 56.12 19.84 24.91 March 31, 2003 36.42 12.40 7.20 (Rs. mn) March 31, 2002 44.36 13.49 (3.69)

Total Income Profit after Tax Partners Capital Account

120

REGULATORY APPROVALS
GDL has received all the necessary consents, licences, permissions and approvals from the GoI and various government agencies / private certification bodies required for its present business and no further approvals are required for carrying on the present as well as the proposed business of GDL except as stated below. It must, however, be distinctly understood that in granting the above consents/ licences/ permissions/ approvals, the government does not take any responsibility for the financial soundness of GDL or for the correctness of any of the statements or any commitments made or opinions expressed.

The Company has received the following approvals that are material to its business: Approval No. FC II: 647(94)/858(94) dated November 23, 1994 from Ministry of Industry for foreign equity participation of 60% of the paid up capital of the Company. Approval No. FC II: 647(94)/858(94)Amend. Dated March 13, 1995 from Ministry of Industry for foreign collaboration. Approval No. FC II: 647(94)/858(94)Amend. dated April 11, 1996 from Ministry of Industry for foreign collaboration. Approval No. FC II: 647(94)/858(94)Amend. Dated October 7, 1996 from Ministry of Industry for foreign equity participation of 70% of the paid up capital of the Company collaboration. Approval No. FID(II) /1965/04.01.01(G-1) /96-97 dated February 5, 1997 from RBI for issue of 55,00,000 equity shares to its foreign collaborators. Approval No. FID(II) /1964/04.01.01(G-1) /96-97 dated February 5, 1997 from RBI for issue of 1,02,75,000 equity shares to its foreign collaborators. Approval No. FID(II)/6191/04.02.01/G-1/97-98 dated June 16, 1998 from RBI for issue of shares/export of shares to foreign investors/collaborators. Approval No. FID(II) /936 /04.02.01/G-1/98-99 dated August 25, 1998 from RBI for issue of 35,56,900 equity shares to its foreign collaborators. Approval No. FC II: 647(94) /858(94) dated May 23, 2000 from Ministry of Commerce and Industry for foreign collaboration. Approval No. FC II: 647(94) /858(94)-Amend. Dated August 30, 2001 from Ministry of Commerce and Industry for the allotment of shares to foreign directors and ESOPs to foreign employees. Acknowledgement No. FID II /2616/04.02.01/G-1/01-02 dated March 15, 2002 from RBI noting the filing of Form FC-GPR in respect of allotment of 6,300,000 and 1,400,000 equity shares to foreign investors. Approval No. FC II: 858(1994) /858(1994)-Amend. dated January 1, 2003 from Ministry of Commerce and Industry for foreign collaboration. CFS, Mumbai Approval No. 16/ 5/96-Infra-I dated July 15, 1996 from the Ministry of Commerce for setting up a Container Freight Station at Dronagiri, Nhava Sheva, New Mumbai. Notification No. 01/98 dated November 20, 1998 from the Commissioner of Customs notifying the area of Gateway Distriparks Ltd at Sector-6, Dronagiri, as a Customs Area for the purpose of storage, stuffing/destuffing and clearance of export/import goods. Permanent Account Number AAACG3425C issued by the Income Tax Department. Tax Deduction Account Number MUMV10090D issued by the Income Tax Department. Registration Number C.Ex/R-Uran/Warehouse/02/GDL/ ST/2002-2003 dated August 20, 2002 for payment of service tax on the service of Storage, Warehousing and Cargo Handling issued by the Superintendent of Central Excise and Customs. Bombay Sales Tax Registration Number 400702/S/266 dated March 03, 1997 issued by the Sales Tax Department, Maharashtra under the Bombay Sales Tax Act, 1959. Central Sales Tax Registration Number 400702/C/38 dated March 03, 1997 issued by the Central Sales Tax Department under the Central Sales Tax (Registration and Turnover) Rules, 1957. Registration Number 1/3/3/3275 dated April 21, 1997 issued under the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975. Certificate of Importer Exporter Code Number 0503027057 dated August 01, 2003 issued by the Office of

121

The Company has received the following approvals that are material to its business: the Jt. Director General of Foreign Trade, Ministry of Commerce. Registration Number ACL/Raigad/CLA/R-14/97 dated May 14, 1997 under the Contract Labour (Regulation and Abolition) Act, 1997 Registration Number II-3/53 dated March 21, 2000 under the Bombay Shops and Establishments Act, 1948. Certificate No. MH/PF/APP/44414/ENP-20NE-I/OIF/172/77 dated April 20, 2000 from the Regional Provident Fund Commissioner. Consent Order dated July 17, 2002 of the Maharashtra Pollution Control Board under Section 25 / 26 of the Water (Prevention and Control of Pollution) Act, 1974 and Section 21 of the Air (Prevention and Control of Pollution) Act, 1981 and Rule 5 of the Hazardous Wastes (Management & Handling) Rules, 1989 for setting up the unit at Sector 6, Dronagiri, Uran, Raigad. Part Occupancy certificate number EE (BP) / ATPO / 525 dated December 03, 1998 from CIDCO for warehousing building complex at Sector 6, Dronagiri, Uran, Navi Mumbai. Part Occupancy certificate number EE (BP) / ATPO / 290 dated June 06, 2001 from CIDCO for warehousing residential at Sector 6, Dronagiri, Uran, Navi Mumbai. Part Occupancy certificate number EE (BP) / ATPO / 869 dated January 08, 2003 from CIDCO for warehousing building at Sector 6, Dronagiri, Uran, Navi Mumbai. Part Occupancy certificate number EE (BP) / ATPO / 490 dated September 23, 2003 from CIDCO for warehousing building at Sector 6, Dronagiri, Uran, Navi Mumbai. ICD, Garhi Approval No. 16/5/98-Infra-I dated May 14, 2004 from the Ministry of Commerce for setting up an Inland Container Depot at Garhi Harsaru Junction, near Gurgaon (Haryana) for handling import and export cargo. Certificate No. Comp./Cov./HR/GGN./26365/577/231 dated June 28, 2004 from the Regional Provident Fund Commissioner. Registration Number DELHI-III/ST/R-III/CHS & SWS/9/2004 dated May 05, 2004, for payment of service tax on the service of Cargo handling Service & Storage and Warehouse Service issued by the Dy. Commissioner, Service Tax Division. Notification no. 1/2004-CUS dated July 09, 2004 from the Commissioner of Central Excise for appointment of the Company as the custodian of Import and export goods at ICD Garhi, Harsaru. The Company had applied to the Northern Railways and the Ministry of Railways for permission to set up a railway siding at Garhi Harsaru and for transport clearance respectively vide its letters dated April 29, 2004. The Company has received an in-principle approval dated September 22, 2004 Indev Warehouse and Container Services Private Limited Approval No. 16/ 3/95-Infra-I dated February 23, 1995 from the Ministry of Commerce for setting up a Container Freight Station at Elandancheri village, Madras. Notification No. 69/96 dated February 20, 1996 from the Commissioner of Customs notifying the area of Indev Warehouse and Container Services Private Limited as a Customs Area for the purpose of handling FCL import and export cargo storage. The Company proposes to apply for the following licenses / approvals: ICD, Garhi Conversion of a portion of the Companys land, which is, classified as agricultural land to non agricultural use. Gateway East India Private Limited Approval from the GoI, Ministry of Commerce & Industry, Department Of Commerce, Infrastructure Division for setting up a CFS at Vizag. Certificate of Registration for Service Tax on the service of Storage, Warehousing and Cargo Handling. Certificate from the Regional Provident Fund Commissioner. Customs notification for the CFS.

122

DETAILS OF OUTSTANDING LITIGATION Save as stated herein under, based on records available, there are no outstanding/pending litigations, suits, criminal/civil prosecutions, proceedings initiated for offence (including past cases, economic offences etc) irrespective of whether specified in paragraph (1) of part 1 of Schedule XIII of the Companies Act and litigations for tax liabilities against the Company, its subsidiaries, the Promoters and group companies and its Directors and there are no defaults/non payment/overdues of statutory dues, institutional/bank dues and dues towards holders of debentures, bonds and fixed deposits and arrears of preference shares etc, other than unclaimed liabilities of the Company, the Promoter companies and other group companies. Against the Company There are no outstanding litigation, suits or criminal or civil prosecutions, proceedings or tax liabilities against the Company, and there are no defaults, non-payment of statutory dues, overdues to banks/financial institutions, defaults against banks/financial institutions, defaults in dues payable to holders of any debentures, bonds or fixed deposits, and arrears on preference shares issued by the Company specified under paragraph (i) of part 1 of Schedule XIII of the Companies Act that would result in a material adverse effect on the consolidated business taken as a whole. By the Company Except as described below, there are no outstanding litigation, suits or criminal prosecutions or proceedings initiated by the Company: i) Tax proceedings Sl. N o. Appe al No./ Case No. Date d Complaina nt/ Applicant / Plaintiff Respond ent / Defenda nt Name & Address of Court / Arbitration Panel Amou nt under consi derati on Nature of case

123

Sl. N o.

Appe al No./ Case No. CIT (A) XII/AC 3(1)/IT 7/0001

Date d

Complaina nt/ Applicant / Plaintiff

Respond ent / Defenda nt

Name & Address of Court / Arbitration Panel Income Tax Appellate Tribunal

1.

June 8, 2004

Gateway Distriparks Limited

Commiss ioner of Income Tax

Amou nt under consi derati on Rs. 24,45, 588

Nature of case

Gateway Distriparks Limited had borrowed a term loan from certain banks amounting to Rs. 21,83,11,986 and cash credit of Rs. 14,59,995 on which an interest of Rs. 2,85,46,530 has been paid. However, The Company also made certain short-term deposits with DBS Bank and earned interest of Rs. 24,45,881 during the said assessment year 1998-99. On scrutiny, the Assistant Commissioner of Income Tax passed an assessment order including the interest component as part of the income of Gateway Distriparks (despite Gateway Distriparks having not commenced business). Gateway Distriparks appealed against this decision to the Commissioner of Income Tax (Appeals) which was dismissed. Gateway Distriparks has filed the appeal before the Income Tax Appellate tribunal which is still pending.

Subsidiaries of the Company Except as described below, there are no outstanding litigation, suits or criminal or civil prosecutions, proceedings or tax liabilities by or against the subsidiaries of the Company, and there are no defaults, nonpayment of statutory dues, overdues to banks/financial institutions, defaults against banks/financial institutions, defaults in dues payable to holders of any debentures, bonds or fixed deposits, and arrears on preference shares issued by subsidiaries of the Company specified under paragraph (i) of part 1 of Schedule XIII of the Companies Act that would result in a material adverse effect on the consolidated business taken as a whole.

124

Indev Warehouse and Container Services Private Limited

i) Civil Proceedings

Sl. N o.

Appe al No./ Case No. WP No. 10969 of 2004

Date d

Complaina nt/ Applicant / Plaintiff

Respond ent / Defenda nt

Name & Address of Court / Arbitration Panel High Court of Judicature, Chennai

2.

April 16, 2004

Krishna Creations

Commiss ioner of Customs, Jt. Commiss ioner of Customs, Murray & Co. and Indev Warehou se and Containe r Services Private Limited

Amou nt under consi derati on 1,62,0 00/-

Nature of case

The writ petition has been filed by Krishna Creations for refund of the Earnest Money Deposit deposited by the petitioner in the auction sale in respect of certain containers by the Murray & Co. on behalf of the customs in the premises of Indev Warehousing and Container Services.

ii) Labour Proceedings

Sl. N o.

Appe al No./ Case No.

Date d

Complaina nt/ Applicant / Plaintiff

Respond ent / Defenda nt

Name & Address of Court / Arbitration Panel

Amou nt under consi derati on

Nature of case

125

Sl. N o.

Appe al No./ Case No. I.D. No. 913 of 2001

Date d

Complaina nt/ Applicant / Plaintiff

Respond ent / Defenda nt

Name & Address of Court / Arbitration Panel Principal Labour Court, Chennai

1.

June 18, 2001

M. Nithyanand am

Indev Warehou se and Containe r Services Private Limited

Amou nt under consi derati on Rs. 220,0 00

Nature of case

A suit under the Industrial Disputes Act, 1947 has been filed by Mr. Nityanandam against Indev Warehousing and Container Services Private Limited for termination of his services. Mr. Nityanandam has claimed the reliefs of reinstatement and payment of back wages. The matter is pending.

iii) Tax Proceedings

Sl. N o.

Appe al No./ Case No. Appea l No. 94 / 2002

Date d

Complaina nt/ Applicant / Plaintiff

Respond ent / Defenda nt

Name & Address of Court / Arbitration Panel Appellate Assistant Commissione r (C.T. II) Chennai.

1.

5 July 2002

th

Indev Warehouse and Contianer Services Private Limited

Commer cial Tax Departm ent, State of Tamil Nadu

Amou nt under consi derati on 44,04 5/-

Nature of case

Indev Warehouse and Container Services Private Limited did not obtain a sales tax registration under the Tamil Nadu General Sales Tax Act, 1959. The Deputy Commissioner had imposed a penalty of Rs. 44,045/- vide order no. 106 of 2000-2001 on the Company for the delay in obtaining the requisite registration. The matter is currently pending before the Appellate Assistant Commissioner (C.T. II) Chennai.

Against the Directors There are no outstanding litigation, suits or criminal or civil prosecutions, proceedings or tax liabilities against the Directors of the Company except as follows:

126

Mr. Gopinath Pillai i) Criminal Proceedings Sl. N o. Appe al No./ Case No. Crimin al Miscel laneo us Main Petitio n No. 419/2 003 Date d Complaina nt/ Applicant / Plaintiff Edutech Informatics (I) Private Limited, Mr Gopinath Pillai, Mr PK Tripathi, Mr Nitin Jain Respond ent / Defenda nt B.T. Compu Graphics Pvt. Ltd., Mr MY Yeow, Informati cs Holdings Ltd, Mr Manmoh an Anand, Avinash S Misar, Mr Sunish Anand, Krislon System Sciences Pvt. Ltd Name & Address of Court / Arbitratio n Panel High Court of Delhi, New Delhi Amount under consider ation Nature of case

1.

Janu ary 30, 2003

A criminal complaint number 970 of 1999 under sections 417, 420 and 34 of the Indian Penal Code, 1860 had been filed on September 27, 1999 against Edutech Informatics (I) Pvt. Limited and its chairman Mr. Gopinath Pillai and other office bearers, M/s. Krislon Systems Sciences Pvt. Ltd and its office bearers and Informatics Holdings Ltd and its office bearers by BT Compu Graphics Pvt. Ltd. BT Compu Graphics Pvt. Ltd., which was a franchisee of Informatics Holdings Ltd., in respect of termination of the franchise agreement and appointment of another franchisee in place of BT Compu Graphics Pvt. Ltd. Edutech Informatics Private Limited and its office bearers have filed a petition in the high court of Delhi seeking to quash the complaint filed by BT Compu Graphics Pvt. Ltd. The said petition is still pending.

Mr. M. P. Pinto The CBI has purported to commence prosecution under Section 13 of the Prevention of Corruption Act, 1988 and sections 120 and 420 of the Indian Penal Code, 1860 against various officials of the JNPT, including Mr. M.P. Pinto who was the Chairman of JNPT at the relevant time in the relation to tenders being invited for a transport contract.

127

Promoters

There are no outstanding litigation, suits or criminal or civil prosecutions, proceedings or tax liabilities by or against the Promoters of the Company except as follows: Mr. Prem Kishan Gupta On December 12, 1998, the CBI filed a chargesheet against one Mr. Muneshwar Singh, the prime accused, alleging fraud and criminal conspiracy along with 14 others, including Mr. P.K.Gupta for alleged offences under sections 120-B, 420, 468, and 471 of the Indian Penal Code. In pursuance of the said criminal conspiracy, Mr. Muneshwar Singh obtained entitlement certificates from the Registrar of Newspapers in India (RNI). The chargesheet further alleges that in furtherance of the criminal conspiracy, the handling agents, including Mr. P.K. Gupta, got the newsprint consignments cleared from the Mumbai and Vishakhapatnam docks and after taking delivery of the said newsprint, diverted the same for sale in Delhi, Calcutta and other places illegally.
Group companies

Except as described below, there are no outstanding litigation, suits or criminal or civil prosecutions, proceedings or tax liabilities by or against the group companies of Gateways Distriparks Limited, and there are no defaults, non-payment of statutory dues, overdues to banks/financial institutions, defaults against banks/financial institutions, defaults in dues payable to holders of any debentures, bonds or fixed deposits, and arrears on preference shares issued by subsidiaries of the group companies specified under paragraph (i) of part 1 of Schedule XIII of the Companies Act that would result in a material adverse effect on the consolidated business taken as a whole: Anbest Electronics Limited i) Civil Proceedings

Sl. N o.

Appe al No./ Case No. HCCL 82/20 00

Date d

Complaina nt/ Applicant / Plaintiff

Respond ent / Defenda nt

Name & Address of Court / Arbitration Panel High Court, Hong Kong

3.

Sept embe r 5, 2000

Anbest Electronic Ltd

CGU Internatio nal Insuranc e plc (formerly General Accident Insuranc e Asia Ltd.)

Amou nt under consi derati on US$2 84,14 2 along with cost and interes t

Nature of case

Habib Bank, Dubai, the bankers of the company unauthorisedly released a bill of lading to First Star Electronics Ltd., Dubai without receipt of payment from First Star Electronics Ltd. or authorization from the company. The company has filed a claim against CGU International Insurance plc in relation to the loss of the insured electronics consumer goods by the unauthorized act of Habib Bank.

128

Newsprint Trading and Sales Corporation i) Civil Proceedings:

Sl. N o.

1.

Appe al No./ Case No. Summ ary Suit No. 3227/ 2003

Date d

Complaina nt/ Applicant / Plaintiff NTSC

Respond ent / Defenda nt 1.Jai Hind Cooperative Bank Ltd. and 2. Business India Private Limited

Octo ber 15, 2003

Name & Address of Court / Arbitratio n Panel High Court of Judicature at Mumbai.

Amount under consider ation Rs. 3,958,72 7 and interest on Rs. 2,516,21 7 @ 18% p.a.

Nature of case

NTSC had sold and delivered to Business India Pvt. Ltd. light weight coated papers against irrevocable letters of credit issued by Jai Hind Co-operative Bank Ltd. NTSC raised invoices in respect of the said supply. Despite NTSC having complied with all the conditions mentioned in the letters of credit and providing all the relevant documents, Jai Hind Cooperative Bank has not paid the amounts due to NTSC. NTSC approached the RBI and brought the issue to its notice. The RBI advised Jai Hind Co-operative Bank Pvt. Ltd. to make the payments to NTSC. Jai Hind Co-operative Bank Pvt. Ltd. had paid a sum of Rs. 2,516,217/-. Despite repeated reminders, it has not paid the balance monies. NTSC has filed a summary suit against Jai Hind Co-operative Bank Pvt. Ltd. and Business India Private Limited for recovery of a sum of Rs. Rs. 3,958,727 and further interest on the sum of Rs. 2,516,217 @ 18% p.a.

ii)

Criminal Proceedings:

129

Sl. N o.

1.

Appe al No./ Case No. 1096/ S/200 3

Date d

Complaina nt/ Applicant / Plaintiff NTSC

Respond ent / Defenda nt M/s Andhra Prabha Pvt. Ltd., Mr. Manojku mar Sonthalia , Ms. Kalpana Sonthalia , Ms. Radhade vi Sonthalia

Marc h 7, 2000

Name & Address of Court / Arbitratio n Panel th, 15 Metropolit an Magistrate , Mazgaon, Mumbai

Amount under consider ation Rs. 59,500,0 00 along with interest at 24% p.a.

Nature of case

2.

1011/ S/ 2003

Marc h 7, 2000

NTSC

M/s Express Publicati ons (Madurai) Ltd., Chennai, Mr. Manojku mar Sonthalia , Ms. Kalpana Sonthalia , Ms. Radhade vi Sonthalia

15 Metropolit an Magistrate , Mazgaon, Mumbai

th,

Rs. 23,000,0 00

NTSC has initiated proceedings against M/s. Andhra Prabha Pvt. Ltd. for dishonour of cheques under section 138 of the Negotiable Instruments Act, 1881. NTSC had extended loans to the accused aggregating to Rs. 62,500,000. The said loan was repayable within 6 months. The accused issued 4 cheques aggregating Rs 59,500,000 which were dishonoured. The matter is currently pending. NTSC has initiated proceedings against M/s. Express Publications (Madurai) Ltd. for dishonour of cheques under section 138 of the Negotiable Instruments Act, 1881. The accused had placed orders on NTSC for supply of newsprint which was supplied by NTSC to the accused. The accused issued a cheque of Rs. 23,000,000 to NTSC which was dishonoured. The matter is currently pending.

Fortune Technologies Investment India Pvt. Ltd. (FTIIPL) i) Civil proceedings: Sl. N o. Appe al No./ Case No. 326 of 2001. Date d Complaina nt/ Applicant / Plaintiff FTIIPL Respond ent / Defenda nt Reuters India Ltd. Name & Address of Court / Arbitratio n Panel High Court of Judicature at Bombay Amount under consider ation Rs. 1,96 7,400,00 0 Nature of case

1.

Febr uary 27, 2001

FTIIPL was to set up an electronic portal site for stock brokers and other members of Association

130

Sl. N o.

Appe al No./ Case No.

Date d

Complaina nt/ Applicant / Plaintiff

Respond ent / Defenda nt

Name & Address of Court / Arbitratio n Panel

Amount under consider ation

Nature of case

of NSE Members of India (ANMI), The company engaged the services of Reuters to set up a financial information site, pursuant to which a mutual non- disclosure agreement was entered into between Price and Pierce Asia Pacific Pte. Ltd. (one of the promoters of FTIIPL) and Reuters. Reuters which had a completed the scooping study at the expense of the company, proceeded to approach the ANMI directly, and used the same scooping study completed at the companys expense thereby breaching the non-disclosure agreement. The company filed a suit for Rs. 1,967,400,000 as damages and loss of profit. The High Court has granted interim relief in the form of an interim injunction, restraining Reuters from using the scooping study. The suit is still pending.

131

MATERIAL DEVELOPMENTS

In the opinion of the Board of Directors, save as disclosed in the Draft Red Herring Prospectus, there have not arisen, since the date of the last financial statements disclosed in this Draft Red Herring Prospectus, any circumstances that materially or adversely affect or are likely to affect the profitability of the Company and its subsidiaries taken as a whole or the value of their consolidated assets or their ability to pay their material liabilities within the next twelve months. DIVIDEND POLICY The declaration and payment of dividends will be recommended by the Board of Directors and the shareholders, in their discretion, and will depend on a number of factors, including but not limited to the earnings, capital requirements and overall financial condition. The dividends paid by the Company during the last five fiscal years are presented below: Class of shares Face Value Year ended March 31, 2000 Year ended March 31, 2001 Year ended March 31, 2002 Year ended March 31, 2003 Year ended March 31, 2004

Equity Shares - Interim - Final Total

10 Nil Nil 3% 3% 5% 5% 7.5% 2.5% 10% 20% 20%

On January 15, 2003, an issue of 16,000,000 Equity Shares was approved by the Company to the shareholders by way of bonus in the ratio of 1 Equity shares for every 3 equity shares held by way of capitalisation of profits and reserves. The amount paid as dividend or bonus in the past is not indicative of the Companys dividend policy.

132

BASIS FOR OFFER PRICE The Offer Price will be determined by the Company in consultation with the BRLMs on the basis of assessment of market demand for the Equity Shares offered by way of Book Building. Investors should read the following summary with the Risk Factors included from page number i to xi and the details about the Company and its financial statements included in this Draft Red Herring Prospectus. The trading price of the equity shares of the Company could decline due to these risks and you may lose all or part of your investments. Qualitative Factors Factors external to the Company 1. Renewed focus of the Government of India with the new long term Foreign Trade Policy (2004-2009) with the objective of doubling India's share of global merchandise trade within the next five years

Factors internal to the Company 1. GDL's pan India presence and strategic locations enables it to cater to markets of western, northern, central and southern India. GDL has established strong customer relationships and is among the preferred port based logistics company for most of the leading container liners GDL's strong financial position enables it to leverage its balance sheet effectively. GDL is run by a professional management team with the senior management having a collective experience of over 100 years Institutional investors (IDFC and Aranda, subsidiary of Temasek) will continue to hold 18.53% of the post issue equity capital.

2.

3. 4.

5.

Quantitative Factors 1. Earning Per Share (EPS) (as adjusted for changes in capital) Year 2001-2002 2002-2003 2003-2004 Weighted Average EPS (Rs.) 1.84 2.14 2.99 2.52 Weight 1 2 3

Note: The Earnings per Share has been computed on the basis of the adjusted profits and losses of the respective years drawn after considering the impact of accounting policy changes and material adjustments/prior period items pertaining to the earlier years. The denominator considered for the purpose of calculating Earnings per Share is the weighted average number of Equity Shares outstanding during the year. Price/Earning Ratio (P/E) in relation to Offer Price of Rs. [=] Based on FY 2004 adjusted EPS of Rs. 2.99 on equity share of face value of Rs. 10 each -[=]

133

Average Return on Net Worth Year 2001-2002 2002-2003 2003-2004 Weighted Average RONW % 10.93% 19.58% 23.55% 20.12% Weight 1 2 3

Note: The average return on net worth has been computed on the basis of the adjusted profits and losses of the respective years drawn after considering the impact of accounting policy changes and material adjustments/regroupings pertaining to earlier years. Minimum Return on Increased Net Worth to maintain pre-Offer EPS - [=] Net Asset Value (NAV) per share as per the Balance Sheet for the year ended March 31, 2004 Rs. 12.69 Note: Net Asset Value Per Share represents Shareholders Equity as per restated financial statements less miscellaneous expenditure as divided by number of shares outstanding at the end of the period. The Offer Price of Rs. [ ] has been determined by the Company and the Selling Shareholders in = consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares by way of Book Building and is justified on the basis of the above factors.

134

AUDITORS REPORT

To The Board of Directors Gateway Distriparks Limited Sector 6, Dronagiri Taluka Uran District Raigad Navi Mumbai 400 707

Dear Sirs, We have examined the Financial Information of Gateway Distriparks Limited (the Company) for the five financial years ended March 31, 2004 as attached to this report, stamped and initialed by us for identification and as approved by the Board of Directors/ Members of the Company, which has been prepared in accordance with Paragraph B(1) of Part II of Schedule II of the Companies Act, 1956, of India (the Act) and amendments thereof; Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000 (the Guidelines) issued by the Securities and Exchange Board of India (SEBI) on January 19, 2000 and the amendments from time to time thereto, to the extent applicable; The instructions dated May 27, 2004 received from the Company, requesting us to carry out the assignment in connection with the Draft Red Herring Prospectus being issued by the Company for the initial public offering of Equity Shares. Financial Information of: The Company We have examined the attached restated Summary of Assets and Liabilities (Annexure I) of the Company as at March 31, 2000, 2001, 2002, 2003 and 2004 and the related Summary of Profit and Loss Account (Annexure II) for each of the years ended on those dates, together referred to as Summary Statements read with adjustments which have been carried out for the purpose of Draft Red Herring Prospectus as set out in Annexure III and Notes to Summary Statements as set out in Annexure V. The Summary Statements for the years ended March 31, 2000, 2001, 2002, 2003 and 2004 have been extracted from the financial statements audited by other auditors (Price Waterhouse & Co.) for the years ended March 31, 2000 and 2001 and audited by us for the years ended March 31, 2002, 2003 and 2004. These Summary Statements have been approved by the Board of Directors and by the members at the respective Annual General Meetings of the Company. Based on our examination of these Summary Statements we confirm that: a) The Summary Statements of the Company have been restated with retrospective effect to reflect the significant accounting policies (as disclosed in Annexure IV to this report) as adopted by the Company as at March 31, 2004. b) The material adjustments, qualifications in the auditors' reports relating to relevant previous years have been made in the Summary Statements. The adjusted financial statements do not take into account or make any adjustments for the events subsequent to audit report dated June 16, 2004, September 3, 2003, August 27, 2002, September 5, 2001

135

and August 4, 2000 on the financial statements for the financial years ended March 31, 2004, 2003, 2002, 2001 and 2000 respectively. The Management has represented us that there was no transactions of Sale, Purchase, Income and Expenditure of the Company entered with Promoters and Promoters Group. Loans and advances to Promoters and Promoters Group disclosed in Annexure XI are as certified by the Company. B. Dividends: We have examined the Statement of Dividend paid/ proposed by the Company on equity shares in respect of the financial years ended March 31, 2000, 2001, 2002, 2003 and 2004 as disclosed in Annexure VI. We confirm that the Company has no other class of issued and paid-up shares during those years. C. Other Financial Information: We have examined the following financial information relating to the Company, proposed to be included in the Draft Red Herring Prospectus, as approved by the Board of Directors of the Company and attached to this report: a) Capitalisation Statement as at March 31, 2004 of the Company, enclosed as Annexure VII. b) Summary of accounting ratios based on the adjusted profits relating to earnings per share, net asset value, operating margin, return on net worth and return on capital employed, enclosed as Annexure VIII. c) Statement of Secured Loans and assets charged as securities, enclosed as Annexure IX. d) Details of Sundry Debtors, enclosed as Annexure X. e) Statement of Loans and Advances, enclosed as Annexure XI. f) Details of items of Other Income, enclosed as Annexure XII. g) Tax Shelter Statement, enclosed as Annexure XIII. h) Statement of Commitments and Contingent Liabilities, enclosed as Annexure XIV. i) Cash flow statement, enclosed as Annexure XV. In our opinion, the financial information of the Company as mentioned in paragraphs A. to C. above, read with the significant accounting policies after making regrouping/ adjustments, have been prepared in accordance with Part II of Schedule II of the Act and the Guidelines issued by SEBI. This report is intended solely for your information and for inclusion in the Draft Red Herring Prospectus being issued by the Company for initial public offering of Equity and is not to be used, referred to or distributed for any other purpose without our prior written consent.

Yours truly,

Partha Ghosh Partner For and on behalf of Price Waterhouse Chartered Accountants. Mumbai Date: December 1, 2004

136

ANNEXURE I Statement of Adjusted Assets & Liabilities as Restated (Rs. mn)

The accompanying statement of Significant Accounting Policies (Annexure IV) and Notes to Summary Statements (Annexure V) is an integral part of this statement. Particulars As at 31.03.2004 As at 31.03.2003 As at 31.03.2002 As at 31.03.2001 As at 31.03.2000

A. Fixed Assets Gross Block Less: Depreciation Net Block Capital Work-in Progress Incidental Expenditure Pending Capitalisation / Allocation

1,221.67 150.48 1,071.19 21.70 2.24 1,095.13

1,132.21 110.77 1,021.44 11.38 1,032.82

973.14 78.24 894.90 69.53 964.43

600.21 48.58 551.63 231.11 33.83 816.57

593.87 29.81 564.06 149.86 11.61 725.53

B. Current Assets, Loans and Advances Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances

53.38 62.10 11.47 51.75 178.70 2.10 1,275.93

31.21 67.51 14.86 33.08 146.66 0.79 1,180.27

16.76 21.86 12.71 13.58 64.91 0.43 1,029.77

9.67 8.94 4.19 10.49 33.29 8.74 858.60

12.93 8.09 4.49 7.19 32.70 12.44 770.67

C. Deferred Tax Asset Total Assets (A+B+C) D. Liabilities and Provisions Secured Loans Current Liabilities Provision for Gratuity, Leave Encashment and Contingencies Provision for Taxation Provision for Wealth Tax Proposed Interim Dividend Proposed Final Dividend Tax on Proposed Dividend

190.66 83.27 1.45 43.71 0.03 64.00 8.20 391.32 72.17 812.44

195.12 63.02 1.26 26.51 0.03 48.00 16.00 8.20 358.14 56.59 765.54

212.99 60.50 13.64 13.43 300.56 41.33 687.88

410.69 43.42 0.29 5.74 10.80 1.10 472.04 26.86 359.70

408.00 32.88 0.25 1.56 442.69 18.22 309.76

E. Deferred Tax Liability F. Adjusted Net Worth (A+B+C-D-E) Represented by G. Share Capital Equity Share Capital Share Application Money

640.00 -

640.00 -

480.00 -

360.00 -

270.00 60.00

137

H. Reserves and Surplus Profit/ (Loss) brought forward from Profit and Loss Account (Refer Note below) General Reserve Share Premium Less: Miscellaneous Expenditure (to the extent not written off or adjusted) Adjusted Net Worth

152.94

125.54

49.88

1.09

(17.01)

19.50 -

158.00 -

(1.39)

(3.23)

812.44

765.54

687.88

359.70

309.76

138

ANNEXURE II Statement of Adjusted Profit & Loss Account as Restated (Rs. mn)

The accompanying statement of Significant Accounting Policies (Annexure IV) and Notes to Summary Statements (Annexure V) is an integral part of this statement. Particulars Income From Operations Other Income Total Income Expenses Staff Cost (A) Operating Cost Transportation Labour Charges Purchase of Pallets Auction Expenses Sub-Contracting Charges Electricity Other Operating Expenses Sub-Total (B) Repairs and Maintenance Custom Staff Expenses Other Administrative Expenses Interest/ Finance Charges Depreciation Miscellaneous Expenditure written off Sub-Total (C) Total Expenses (A) + (B) + (C) Net Profit/ (Loss) before Provision for Tax and Exceptional Items Less: Exceptional Items [Income/ (Expense)] Net Profit/ (Loss) before Provision for Tax Provision for Tax - Current Tax - Wealth Tax - Deferred Tax (Net) Net Profit/ (Loss) after Tax Less: 20.70 17.84 11.75 10.07 7.06 01-04-2003 to 01-04-2002 to 01-04-2001 to 01-04-2000 to 01-04-1999 to 31-03-2004 31-03-2003 31-03-2002 31-03-2001 31-03-2000 591.53 6.05 597.58 456.99 4.04 461.03 380.12 11.48 391.60 213.99 2.46 216.45 137.08 3.23 140.31

127.73 36.54 24.76 21.87 8.61 10.78 15.38 245.67 9.59 4.89 37.16 17.00 39.77 108.41 374.78 222.80

81.55 25.12 10.82 29.84 5.71 12.03 9.86 174.93 8.36 3.15 31.23 28.10 32.53 103.37 296.14 164.89

70.32 21.64 7.97 14.09 3.37 7.12 8.16 132.67 6.50 3.47 30.94 54.84 29.79 1.39 126.93 271.35 120.25

43.94 13.78 0.31 0.53 1.96 5.88 5.30 71.70 3.71 2.56 19.15 41.66 18.77 1.85 87.70 169.47 46.98

26.94 8.83 0.92 4.37 3.07 44.13 1.36 2.97 12.05 48.33 18.27 1.85 84.83 136.02 4.29

222.80

(13.00) 177.89

13.00 107.25

46.98

4.29

17.20 0.03 14.27 191.30

13.10 0.03 14.90 149.86

9.23 98.02

5.53 41.45

0.13 4.16

139

Adjustments (Net) (Refer Annexure III) Adjusted Net Profit/ (Loss) After Tax Balance of Profit/ (Loss) brought forward Profit Available for Appropriation APPROPRIATIONS Transfer to General Reserve Dividend Dividend Tax Utilised for issue of Bonus Shares Surplus/ (Deficit) carried to Balance Sheet

191.30 125.54 316.84

149.86 49.88 199.74

22.78 75.24 1.09 76.33

11.45 30.00 (17.01) 12.99

5.32 (1.16) (15.85) (17.01)

19.50 128.00 16.40 152.94

64.00 8.20 2.00 125.54

24.00 2.45 49.88

10.80 1.10 1.09

(17.01)

140

Adjustments to the Summary Statements Particulars 01-04-2003 01-04-2002 to to 31-03-2004 31-03-2003 191.30 149.86 01-04-2001 to 31-03-2002 98.02

Annexure III (Rs. mn) 01-04-2000 01-04-1999 to to 31-03-2001 31-03-2000 41.45 4.16

Net Profit after tax as per Summary of Profit and Loss Account Restated Adjustment on account of: a) Deferred Tax (Net) as per Accounting Standard 22 Accounting for Taxes on Income b) Managerial Remuneration paid in excess of Schedule XIII limits c) Provision of Income-tax on interest earned on bank deposits now adjusted in earlier financial year Total Adjusted Net Profit/ (Loss) After Tax Notes: 1.

(22.78)

(12.34)

(5.78)

(0.46) 1.35

0.46 -

191.30

149.86

(22.78) 75.24

(11.45) 30.00

(5.32) (1.16)

2.

The Company has accounted for deferred tax for earlier years in order to comply with provisions of mandatory Accounting Standard 22 "Taxes on Income", issued by the Institute of Chartered Accountants of India. In the financial year 2000-2001, provision of income-tax of Rs. 1.35 mn made towards interest earned on bank deposits for the year ended March 31, 1998 has now been adjusted in the balance of loss brought forward from the Profit and Loss Account of the financial year 1999-2000.

141

Statement of Dividend Paid / Proposed Class of Shares

Annexure VI

Equity Shares Paid-Up Equity Share Capital Rs. Mm Interim Dividend (Rs mn) Final Dividend (Rs mn) Dividend Tax (Rs. mn) Interim Dividend (%) Final Dividend (%)

Face 01-04-2003 01-04-2002 01-04-2001 01-04-2000 01-04-1999 Value to to to to to Rs./Share 31-03-2004 31-03-2003 31-03-2002 31-03-2001 31-03-2000 10 640.00 640.00 480.00 360.00 270.00

128.00 16.40 20.0% -

48.00 16.00 8.20 7.5% 2.5%

24.00 2.45 5.0%

10.80 1.10 3.0%

Notes: 1. In the year 2000-2001, Equity Share Capital was increased by issue and allotment of 9,000,000 Equity Shares of Rs. 10 each for cash. 2. In the year 2001-2002, Equity Share Capital was increased by issue and allotment of 12,000,000 Equity Shares of Rs. 10 each of which, 10,200,000 Equity shares were allotted at premium of Rs. 15.49 per share and 1,800,000 equity shares were allotted to Directors at price of Rs. 10 per share. In the year 2002-03, Equity Share capital was increased by allotment of 16,000,000 equity shares as fully paid bonus shares by capitalisation of Share Premium and surplus in Profit and Loss Account.

3.

Capitalisation Statement Particulars Pre-issue As at 31-03-2004

Annexure VII (Rs. mn) Adjusted for Present Issue

Borrowings: Short Term Debts Long Term Debts (A) Total Debts Shareholders' Funds Equity Share Capital Reserves and Surplus Total Shareholders' Funds (B) Total Capitalisation Long Term Debt/ Equity Ratio (A)/ (B)

73.36 117.30 190.66

73.36 117.30 190.66

640.00 172.44 812.44 1,003.10 0.14

190.66 -

See Note 2

Notes: 1. Short Term Debts are debts repayable within one year from the date of the above statement. 2. The Equity Share Capital and Reserves and Surplus (Post Issue) can be calculated only on conclusion of the Book Building Process.

142

Accounting Ratios Restated Particulars 01-04-2003 01-04-2002 01-04-2001 to to to 31-03-2004 31-03-2003 31-03-2002 Rs Rs Rs % % % 2.99 3.71 12.69 55.99% 23.55% 19.07% 2.14 2.66 11.96 58.70% 19.58% 15.60% 1.84 2.53 14.33 65.03% 10.94% 8.35%

Annexure VIII 01-04-2000 01-04-1999 to to 31-03-2001 31-03-2000 0.83 1.41 9.99 62.94% 8.34% 3.89% (0.04) 0.70 11.47 65.01% -0.37% -0.16%

(i) Basic EPS (ii) Cash EPS (iii) Net Asset Value Per Share (iv) Operating Margin (v) Return on Net Worth (vi) Return on Capital Employed

Formulae: (i) EPS represents basic earnings per share calculated as Adjusted Net Profit After Tax before exceptional items (PAT) divided by number of equity shares at the end of the fiscal year. (ii) Cash EPS represents PAT for the year plus non-cash charges divided by the number of equity shares at the end of the fiscal year. Non-cash charges comprise depreciation, provision for doubtful ground rent, provision for doubtful debts amortisation of miscellaneous expenditure and loss on sale of fixed assets.

(iii) Net Asset value per share, computed as per net equity method, is arrived at as Equity net worth at the end of the year minus miscellaneous expenses not written off and divided by the number of equity shares at the end of the fiscal year. (iv) Operating Margin represents Gross Profit (Total Income Staff Cost Operating Costs) divided by Income from Operations. Return on Net Worth is arrived at by dividing PAT by total shareholders' funds (Net Worth) at the end of the year. Return on Capital Employed is arrived at by dividing PAT by total shareholders' funds (Net Worth) and Secured Loans at the end of the year.

(v)

(vi)

Note: Ratios have been computed on the basis of the adjusted profits/ losses for the respective years.

143

Statement of Secured Loans

Annexure IX (Rs. mn)

As at As at As at As at As at Securities Interest Terms of 31.03.200 31.03.2003 31.03.2002 31.03.2001 31.03.2000 Offered Rate % Repayment 4 SECURED LOANS Term Loans From Bank of India From Development Bank of Singapore From Consortium of Banks

40.00

60.00 -

50.00 -

250.00 -

320.00 Refer Note 1 below - Refer Note 2 below - Refer Note 3 below

From Infrastructure Development Finance Company Limited Vehicle Finance Loan from HDFC Bank Limited

106.25

134.58

162.92

160.00

8.50% 12 equal quarterly instalments from July 2004. 70.00 Refer Note 11.50% October4 below 2007

44.41

- Refer Note Rs. 5 below 34.01 mn 4.04% Rs. 5.65 mn 8.34% Rs. 4.75 mn 7.96%

July-2005 February2005 May2005

Cash Credit From Bank of India From Development Bank of Singapore Hire Purchase Loan from Finance Companies Hire Purchase Loan from Finance Companies

0.54

0.31 -

15.88 Refer Note 1 below - Refer Note 2 below 0.26 Refer Note 6 below

0.07

0.18

0.20

1.86 Refer Note 6 below

190.66

195.12

212.99

410.69

408.00

Notes: a) Term Loan and Cash Credit facility from Bank of India were secured by all intangible, movable machinery and plant (both present and future), whether installed or not, book debts, outstanding money receivable claims, bills of whatsoever nature and whether arising in present and future and equitable mortgage by deposit of title of all piece of land with buildings, sheds and structures standing thereon.

144

b)

Term Loan and Cash Credit facility from Development Bank of Singapore are secured by a paripassu charge on the movable properties (both present and future) of the Company, except the book debts, raw material namely stock in trade and consumables. Term Loan of Rs. 40,000,000 from a Consortium of Banks is secured by a pari-passu charge on all the present and future movable fixed assets, movable plant, machinery, equipment, chattels, other movable fixed assets of the Company including machinery spares, tools and accessories, stores and spares installations, furniture, fixtures, office equipment of the Company. Term Loan from Infrastructure Development Finance Company Limited is secured by a pari-passu charge created by the Company on the movable properties (both present and future), whether installed or not, and on book debts, receivables, commission and revenue of whatsoever nature and wherever arising both present and future and equitable mortgage by deposit of title of all piece of land with buildings, sheds and structures standing thereon. Vehicle Finance Loan from HDFC Bank Limited is secured by way of hypothecation of the Company's Commercial Vehicles (Trailers and Reach Stackers). Hire Purchase Loan from Finance Companies were secured by a specific charge on Office Equipment, Computers and Vehicles.

c)

d)

e)

f)

145

Statement of Sundry Debtors Particulars

Annexure X (Rs. mn) As at As at As at As at As at 31.03.2004 31.03.2003 31.03.2002 31.03.2001 31.03.2000

Debts outstanding for a period exceeding six months Considered Good Considered Doubtful Other Debts - Considered good Less: Provision for Doubtful Debts

5.79 4.39 47.59 4.39

1.53 0.52 29.68 0.52

0.28 0.45 16.48 0.45 16.76

0.25 9.42 9.67

0.10 12.83 12.93

TOTAL 53.38 31.21 Notes: 1. The above does not include any debts due from Related Parties. 2.

The Provision for Doubtful Debts as at March 31, 2004 includes Rs. 1.70 mn towards claims of auction surplus made by a customer and Rs. 0.76 mn towards claims for delayed movement of containers. The Management has informed that satisfactory resolution is expected in these cases, even though full provision has been made for the doubtful debts. Annexure XI (Rs. mn) As at As at As at As at As at 31.03.2004 31.03.2003 31.03.2002 31.03.2001 31.03.2000

Statement of Loans and Advances Particulars

Advances recoverable in cash or kind or value to be received - Due from Promoter (Windmill International Pte. Ltd.) - Due from Directors - Due from company in which Director is a member - Others Sub-Total Security Deposits Tax deducted at source and advance tax TOTAL

0.09 5.02 5.11 0.57 46.07 51.75

2.68 2.68 1.94 28.46 33.08

0.78 0.78 0.94 11.86 13.58

1.23 2.15 3.38 2.00 5.11 10.49

1.23 2.11 3.34 1.99 1.86 7.19

146

Statement Giving details of Other Income Particulars

Annexure XII (Rs. mn) 01.04.2003 01.04.2002 01.04.2001 01.04.2000 01.04.1999 Nature of to to to to To Income 31.03.2004 31.03.2003 31.03.2002 31.03.2001 31.03.2000 3.29 1.03 0.14 1.59 2.36 1.51 0.17 2.20 9.18 0.10 1.86 0.45 0.15 1.22 Recurring 1.47 Recurring 0.49 Non Recurring - Non Recurring 0.05 Non Recurring - Non Recurring

Rent Interest on Fixed Deposits with Banks Provision/ Liability no longer required Written Back Interest on Income Tax Refund Exchange Gain Write back of Auction Surplus

6.05 4.04 11.48 2.46 3.23 Note: The classification of income into recurring and non-recurring is based on the current operations and business activity of the Company.

147

Tax Shelter Statement 1.04.2003 1.04.2002 to to 31.03.2004 31.03.2003 NetProfit/(Loss) Before Tax and Exceptional Items As restated Add:Adjustment for Managerial Remuneration(as per Annexure III) (A) Income Tax Rates: -Normal Tax Rates Applicable(%) -Minimum Alternate Tax(MAT) Rates Applicableu/s115JA/JB(%) Tax at Normal Income Tax Rates Tax at MAT Rates(B) Adjustments: Permanent Differences Expenses Disallowed Deductionu/s80(IA)[Container Freight Station Activities] Total Permanent Differences(C) Timing Differences Difference between Tax Depreciation and Book Depreciation Provision for Doubtful Debts Provision for Retirement Benefits Amortisation of Deferred Revenue Expenditure Total Timing Differences(D) Net Adjustments(C)+(D) Tax Saving thereon Total Taxation Provision at Normal Income Tax Rates for the year(E) Taxation on Exceptional Items Tax Provision before Exceptional Items Tax Payable [higher of(B)or(E)] Tax Provision as per Books Difference 222.80 164.92

Annexure XIII (Rs. mn) 1.04.2001 1.04.2000 1.04.1999 to to to 31.03.2002 31.03.2001 31.03.2000 120.25 46.98 4.29

222.80 35.88% 7.69%

164.92 36.75% 7.88%

120.25 35.70% 7.65%

(0.46) 46.52 39.55% 8.48%

0.46 4.75 38.50% 8.25%

79.93 17.13

60.61 12.99

42.93 9.20

18.40 3.94

1.83 0.39

(185.95) (185.95)

0.05 (129.95) (129.90)

0.04 (54.79) (54.75)

0.03 0.03

(43.11) 6.07 0.19 -

(36.59) 1.03 0.62 (0.08)

(65.46) 0.04 (0.08)

(47.10) 0.37 (0.08)

(51.39) (0.08)

(36.85) (222.80) (79.93) -

(35.02) (164.92) (60.61) -

(65.50) (120.25) (42.93) -

(46.81) (46.78) (18.50) -

(51.47) (51.47) (19.82) -

4.78 (4.78)

(4.64) 4.64

17.13 17.20 (0.07)

12.99 13.10 (0.11)

9.20 9.23 (0.03)

3.94 5.53 (1.59)

0.39 0.13 0.26

148

Notes: 1. Based on an opinion obtained, the Management has taken a view that provisions of Section 80 IA(4)(I) of the Income Tax Act, 1961, of India (the Income Tax have been fulfilled and the Company is eligible for tax holiday under the Income Tax Act in respect of the Container Freight Station activities. Consequenly, the Income Tax liability has been determined under Minimum Alternate Tax pursuant to Section 115 JB of the Income Tax. 2. In the Financial year 2000-2001, the difference between Tax Payable and Tax Provision as per Books is due to higher provision in books to cover interest and assessment dues/demands for earlier years.

149

Commitment and Contingent Liabilities Particulars As at 31.03.2004 As at 31.03.2003 As at 31.03.2002

Annexure XIV (Rs. mn) As at As at 31.03.2001 31.03.2000

COMMITMENTS Estimated amount of contracts remaining to be executed on capital account and not provided for Future Commitments in respect of premises occupied on lease CONTINGENT LIABILITIES Bank Guarantee and Continuity Bond executed in favour of The President of India through the Commissioner of Customs towards permission from Collector of Customs, Jawahar Customs for transporting containers between the port of Jawaharlal Nehru (Nhava Sheva) and the Company's Container freight station at Navi Mumbai TOTAL

66.23

12.01

62.19

4.90

73.81

0.52

0.59

75.00

75.00

75.00

75.00

75.00

141.23

87.01

137.19

80.42

149.40

150

Cash Flow Statement

Annexure XV (Rs. mn) 1.4.2003 1.4.2002 1.4.2001 1.4.2000 1.4.1999 to to to to to 31.3.2004 31.3.2003 31.3.2002 31.3.2001 31.3.2000

A. Cash flow from operating activities : Profit/ (Loss) After Exceptional Item and Before Taxation Adjustment for : Depreciation Provision for Contingencies written back (exceptional item) Amortisation of Deferred Revenue Expenditure Provision for Doubtful Debts Interest Expense Interest Income (Net of Tax Deducted at Source) Loss on Sale / Discard of Fixed Assets Provision for Retirement Benefits Provision for Doubtful Ground Rent Liabilities no Longer Required Written Back Operating profit before working capital changes Adjustments for change in working capital: - Decrease/ (Increase)in Sundry Debtors - Decrease/ (Increase) in Loans and Advances - Increase/ (Decrease) in Trade and Other Payables Cash generated from operations - Taxes Paid Net cash from operating activities B. Cash flow from investing activities : Purchase of Fixed Assets Sale of Fixed Assets Interest Received Net cash used in investing activities C. Cash flow from financing activities : Subscription to Equity Shares

222.80

177.89

107.25

46.98

4.29

39.77 3.87 17.00 (0.81) 0.08 0.19 2.20 (1.74) 283.36

32.53 (13.00) 0.25 28.10 (1.24) 0.62 0.79 (0.17) 225.77

29.79 13.00 1.39 0.45 54.84 (7.31) 0.09 0.35 (0.10) 199.75

18.77 1.85 41.66 (0.34) 0.04 108.96

18.27 1.85 48.33 (1.32) 71.42

(26.04) (0.01) 23.79

(14.53) (5.56) 2.99

(7.54) (4.78) 17.49

3.26 (0.27) 7.13

(12.10) (5.11) 19.35

281.10 17.64 263.46

208.67 16.61 192.06

204.92 8.30 196.62

119.08 3.24 115.84

73.56 1.21 72.35

(A)

(B)

(102.19) 0.02 0.96 (101.21)

(100.91) 0.95 (99.96)

(178.01) 0.25 7.26 (170.50)

(109.81) 0.39 (109.42)

(186.66) 1.61 (185.05)

278.00

30.00

70.00

151

Capital Repayment of Secured Loans Interest Paid Payment of Dividend Payment of Dividend Tax Net cash used in financing activities Net Increase/ (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the year end Net Increase/ (Decrease) in Cash and Cash Equivalents

(C)

(4.45) (18.81) (128.00) (16.40) (167.66)

(17.88) (28.57) (46.45)

(197.70) (55.15) (34.80) (3.55) (13.20)

2.69 (38.26) (5.57)

83.80 (46.99) 106.81

(5.41) (A+B+C) 67.51

45.65

12.92

0.85

(5.89)

21.86

8.94

8.09

13.98

62.10

67.51

21.86

8.94

8.09

(5.41)

45.65

12.92

0.85

(5.89)

As at As at As at As at As at March 31, March 31, March 31, March 31, March 31, 2004 2003 2002 2001 2000 Cash and Cash Equivalents comprise: Cash on Hand Cheques on Hand Balances with Scheduled Banks on : - in Current Accounts - in Cash Credit Account - in Deposit Account Cash and Cash equivalents as at year end

0.01 0.29

0.23 3.26

0.13 1.14

0.09 1.57

0.07 0.13

41.09 20.71 62.10

3.92 0.08 60.02 67.51

3.07 4.83 12.69 21.86

2.83 4.45 8.94

2.80 5.09 8.09

Notes: 1. The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in Accounting Standard - 3 'Cash Flow Statements' issued by the Institute of Chartered Accountants of India. 2. Previous year's figures have been regrouped/ rearranged wherever necessary.

152

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Annexure IV

1.

Basis of Accounting: The financial statements have been prepared under historical cost convention, on an accrual basis of accounting and comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956, of India (the Act).

2.

Fixed Assets and Depreciation/ Amortisation: (a) Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation/ amortisation. The Company capitalises all costs relating to the acquisition, installation and construction of fixed assets, including interest on borrowed funds used to finance the construction and acquisition of fixed assets, up to the date when the assets are ready for commercial use. (b) Depreciation on additions/ deletions to fixed assets is calculated on pro-rata basis from the month of such additions/ deletions. The Company provides depreciation on straight-line basis method at the rates specified under Schedule XIV (revised) to the Act, except for leasehold land, which is being amortised over the lease period and for Reach Stackers (included in Yard Equipments), which are being depreciated over a period of 7 years amounting to 14.29% per annum. (c) Assets individually costing less than Rs. 5,000 are fully depreciated in the year of acquisition/ construction.

3.

Incidental Expenditure Pending Capitalisation: Incidental and Pre-operative Expenditure Pending Capitalisation/ Allocation represents expenses incurred prior to commencement of the operations at the Inland Container Depot (ICD) of the Company at Garhi, Harsaru. These expenses will be allocated to the cost of the fixed assets on commencement of operations at ICD.

4.

Borrowing Cost: Borrowing costs directly attributable to the acquisition/ construction of an asset are apportioned to the cost of the fixed assets up to the date on which the asset is put to use/ commissioned.

5.

Foreign Currency Transactions: Transactions in foreign currencies are recognised at the prevailing exchange rates on the transaction date. Realised gains and losses on settlement of foreign currency transactions are recognised in the Profit and Loss Account. Foreign currency liabilities at the year-end are translated at the year-end exchange rates, and the resultant exchange difference is recognised in the Profit and Loss Account.

6.

Retirement Benefits: The Company provides for Gratuity and Leave Encashment entitlements in accordance with the policies of the Company and actuarial valuation carried out by an independent actuary as at the Balance Sheet date.

7.

Revenue Recognition: a. Income from Container Storage, Handling and Repair and Service Charges is recognised on delivery of the container/ cargo. Income from Ground Rent is recognised for the period the container is lying in the Container Freight Station. However, in case of long standing containers,

153

the Income from Ground Rent is accrued for a maximum of 60 days on a consistent basis as per the prevailing business practice. b. Revenue and expenses for Auction Sales are recognised when auction is finalised and necessary approvals from appropriate authorities are obtained. Surplus, out of auctions, if any after meeting all expenses and the actual ground rent is credited to a separate account Auction Surplus and is shown under the head Current Liabilities and Provisions. Unclaimed Auction Surplus, if any, in excess of one year is written back as Income in the following financial year.

8.

Deferred Taxation Deferred Tax is recognised, subject to the consideration of prudence on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred Tax assets are not recognised unless there are timing differences, the reversal of which will result in sufficient income or there is virtual certainty that sufficient future taxable income will be available against which such deferred tax asset can be realised.

154

NOTES TO SUMMARY STATEMENTS 1. Changes in Accounting Policies

Annexure V

There have not been any changes in the accounting policies for the financial years under report. Further, there are no qualifications, which are pending adjustment, for the financial years under report by the auditors. 2. Notes to Accounts a) Financial Year 1999 2000 Provision for Taxation of Rs. 0.10 mn represents payments under Minimum Alternate Tax (MAT) pursuant to Section 115 JA of the Income Tax Act, 1961 which is available for set-off against liabilities of future periods, if those tax liabilities are determined under the regular income tax assessment rules. Non-provision of income tax (including interest thereon) of Rs. 1,354,045 on interest earned on bank deposits during the financial year ended March 31, 1998. Payment of remuneration to a director of Rs. 1,512,000 for the year ended March 31, 2000 for which the necessary approval from the shareholders and Central Government of India is being sought.

b) Financial Year 2000 2001 Provision for Taxation of Rs. 5.53 mn (Previous Year Rs. 0.13 mn) includes Rs. 4.1 mn (Previous Year Rs. 0.10 mn) representing payments under Minimum Alternate Tax (MAT) pursuant to Section 115 JB of the Income Tax Act, 1961. Liability for Gratuity and Leave Encashment is determined as per actuarial valuation from 20002001. Liability for Leave encashment is provided on an accrual basis, based on unavailed leave balances at the year end in 1999-2000. The impact of the change in the method is not material. c) Financial Year 2002 2003 i. Employee Stock Option Plan, 2001 (ESOP): Pursuant to the resolution passed by the Shareholders at the Annual General Meeting held on August 28, 2001, the Company had introduced ESOP for its directors and employees. The Employee Stock Option Committee formed for the implementation of the plan, at its meeting held on September 28, 2002, granted share warrants entitling options for 568,000 Equity Shares to the eligible directors and employees of the Company at par. The options have a vesting period of 2 years from December 2, 2002 to December 1, 2004.

155

Of these, options for 8,000 equity shares have lapsed on termination of employment of employees and options for 560,000 equity shares at Rs. 10 per equity shares were outstanding as on March 31, 2003 under the 2001 Plan. The rights under the options would be exercisable between December 2, 2004 and December 2, 2007 at a price of Rs. 10 per share (at par value) which would be deposited at the time of exercise of the options by the director and employees of the Company. ii.Based on an opinion obtained, the Management has taken a view that provisions of Section 80-IA(4)(i) of the Income Tax Act, 1961, of India (the Income Tax Act) have been fulfilled and the Company is eligible for tax holiday under the Income Tax Act in respect of the Container Freight Station activities. Consequently, the Income Tax liability for the current financial year has been determined under Minimum Alternate Tax pursuant to Section 115 JB of the Income Tax Act.

d) Financial Year 2003 2004 i. Employee Stock Option Plan, 2001 (ESOP): Pursuant to the resolution passed by the Shareholders at the Annual General Meeting held on August 28, 2001, the Company had introduced ESOP for its directors and employees. The Employee Stock Option Committee formed for the implementation of the plan, at its meeting held on September 28, 2002, granted share warrants entitling options for 568,000 Equity Shares to the eligible directors and employees of the Company at par. The Warrant holders shall be eligible for exercising the option to subscribe to the Equity Shares after a Minimum Exercise Period of 2 years from December 2, 2002 ie., the date as specified in the warrant at the time of allotment. Of these, options for 16,000 equity shares have lapsed on termination of employment of employees and options for 552,000 equity shares at Rs. 10 per equity shares were outstanding as on March 31, 2004 under the 2001 Plan. The rights under the options would be exercisable between December 2, 2004 and December 2, 2007 at a price of Rs. 10 per share (at par value), which would be deposited at the time of exercise of the options by the director and employees of the Company.

ii. Based on an opinion obtained, the Management has taken a view that provisions of Section 80IA(4)(i) of the Income Tax Act, 1961, of India (the Income Tax Act) have been fulfilled and the Company is eligible for tax holiday under the Income Tax Act in respect of the Container Freight Station activities. Consequently, the Income Tax liability for the current financial year has been determined under Minimum Alternate Tax pursuant to Section 115 JB of the Income Tax Act.

iii.Certificates for tax deducted at source aggregating Rs. 6.86 Million are in the process of being collected from customers and banks. No provision is considered necessary by the Management. iv. Segment Reporting Primary Segment: In accordance with Accounting Standard 17 Segment Reporting issued by the Institute of Chartered Accountants of India, the Company has determined its business segment as Container Freight Station. Since 100% of the Companys business is from Container Freight Station, there are no other primary reportable segments. Thus, the segment revenue, segment results, total

156

carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year is as reflected in the Financial Statement as of and for the year ended March 31, 2004. Secondary Segment: There is no secondary reportable segment relating to the Companys business.

v. Disclosure of Related Party: Related Party Disclosures, as required by Accounting Standard 18 Related Party Disclosures, issued by the Institute of Chartered Accountants of India are given below: Key Management Personnel: Mr. Prem Kishan Gupta, Vice Chairman & Managing Director The Company has entered into transactions with the related party as follows: Rs. in mn 2002 - 2003 -

Particulars Commission to Mr. Prem Kishan Gupta, Vice Chairman and Managing Director

2003 2004 0.85

157

Indev Warehousing and Conatiner Services Pvt. Ltd. AUDITORS REPORT

To The Board of Directors Gateway Distriparks Limited Sector 6, Dronagiri Taluka Uran District Raigad Navi Mumbai 400 707 Dear Sirs, We have examined the Statements of Profits & Losses of Indev Warehouse and Container Services Pvt. st st Ltd. a 100 % subsidiary of the Company for each of the years ended 31 March 2000, 31 March 2001, st st st st 31 March 2002, 31 March 2003, 31 March 2004 and seven months ended 31 October 2004, the Statement of Assets & Liabilities as at the above dates alongwith the Notes to Accounts and Significant Accounting Policies thereon adopted by the Company as ANNEXURE I, II and III and confirm that these statements reflect the Profits and Losses and the Assets and Liabilities of the subsidiary for each of the relevant periods as extracted, without any adjustments, from the Profit and Loss Account and the Balance Sheet of the subsidiary for the relevant periods, as audited by Messrs Pal & Shanbhogue, Chartered st Accountants, for the year ended 31 March 2000 and by M. Pal & Co., Chartered Accountants, for the st st st st years ended 31 March 2001, 31 March 2002, 31 March 2003, 31 March 2004 and seven months st ended 31 October 2004.

For Rakesh Garg & Associates Chartered Accountants

Rakesh Garg Partner Place Date : Mumbai. th : 24 November 2004.

158

SUMMARY OF PROFIT AND LOSS ACCOUNT The accompanying statement of Significant Accounting Policies and Notes to Summary Statements (Annexure III) is an integral part of this statement. (Rs. mn) Particulars 01-04-2004 01-04-2003 01-04-2002 01-04-2001 01-04-2000 01-04-1999 to to to to to to 31-10-2004 31-03-2004 31-03-2003 31-03-2002 31-03-2001 31-03-2000

Income From Operations Other Income Total Income Expenses Operating Cost Salaries & Wages Contribution to PF & Other Funds Staff Welfare expenses Labour Charges Power & Fuel Repairs & Maintenance Crane Forklift hire Charges Customs charges Insurance Expenses Transportation charges Security Charges Water charges Incentives Survey charges Sub-Total (A) Administrative & Selling Expenses Advertisements Car hire charges Telephone expenses Travelling expenses Conveyance expenses Rent Amenities Audit fees Legal & Professional charges Printing & Stationery Office Maintenance Discount allowed Bad debts Business promotion 39.98 3.39 43.37 36.34 5.46 41.80 31.52 21.58 53.10 53.88 12.61 66.49 64.53 3.46 67.99 50.36 0.80 51.16

5.06 0.88 0.59 5.22 2.48 2.32 0.45 1.38 0.78 0.82 1.02 0.15 0.90 0.26 22.31

7.98 0.67 0.79 6.64 2.67 2.99 0.86 2.09 1.28 0.99 1.69 0.23 1.53 0.52 30.93

7.90 0.79 0.78 8.47 2.13 2.41 0.72 1.80 1.61 1.15 2.19 0.20 2.17 0.14 32.46

6.97 0.66 0.75 5.38 2.35 4.00 0.83 5.47 1.02 0.86 2.21 0.18 1.98 0.09 32.75

6.11 0.71 0.73 7.19 2.18 6.72 0.68 1.57 1.17 0.54 1.96 0.16 2.28 32.00

4.58 0.24 0.53 6.13 1.98 2.57 1.39 1.01 1.44 0.64 1.81 0.25 2.32 0.08 24.97

0.00 1.65 0.41 0.24 0.07 0.04 0.04 0.01 0.20 0.03 0.56 0.30 0.14

0.06 3.19 0.54 0.07 0.12 0.07 0.03 0.04 0.35 0.05 1.27 0.79 0.22

0.00 2.96 0.62 0.24 0.08 0.07 0.03 0.04 0.28 0.03 1.87 0.25

0.00 2.42 0.67 0.24 0.06 0.10 0.03 0.39 0.25 0.03 1.93 0.55

0.04 2.17 0.70 0.37 0.02 0.05 0.05 0.03 0.02 0.30 0.05 1.28 0.44

0.18 2.08 0.75 0.34 0.17 0.06 0.05 0.03 0.02 0.24 0.04 3.83 0.10

159

expenses Marketing expenses Repairs & maintenance Rates & Taxes Auction Expenses Others Sub-Total (B) Financial Expenses Bank charges Interest on term loan Interest to others Finance charges (HP) Sub-Total (C) Depreciation (D) Preliminary Expenses written off (E) Total Expenses (A) + (B) + (C) +(D) + (E) Net Profit/ (Loss) before Provision for Tax and Non Recurring Items Less: Non Recurring Items [Income/ (Expense)] Loss on sale of assets Advances and Bad Debts Net Profit/ (Loss) before Provision for Tax Provision for Tax Net Profit/ (Loss) after Tax Balance of Loss brought forward Surplus/ (Deficit) carried to Balance Sheet

0.32 0.05 0.57 0.23 4.86

0.08 0.73 0.06 2.94 0.28 10.89

0.17 0.79 0.08 8.32 0.56 16.39

0.17 1.04 0.06 6.76 0.46 15.16

0.17 0.70 0.05 1.31 0.12 7.87

0.17 0.75 0.05 0.12 8.98

0.13 2.63 2.76 3.11 -

0.09 8.95 9.04 5.26 -

0.15 0.03 8.95 9.13 5.24 -

0.04 0.97 13.68 0.04 14.73 5.08 -

0.09 2.71 13.07 0.07 15.94 4.97 -

0.20 3.85 12.81 0.02 16.88 4.67 -

33.04

56.12

63.22

67.72

60.78

55.50

10.33

(14.32)

(10.12)

(1.23)

7.21

(4.34)

(0.01) (0.97) 9.35

(0.00) (14.32)

(0.46) (10.58)

(0.00) (1.23)

7.21

(0.80) (5.14)

9.35

(14.32)

(10.58)

(1.23)

7.21

(5.14)

(33.30)

(18.98)

(8.40)

(7.17)

(14.38)

(9.24)

(23.95)

(33.30)

(18.98)

(8.40)

(7.17)

(14.38)

160

Summary of Assets and Liabilities

Annexure II

The accompanying statement Accounting Policies and Notes to Summary Statements (Annexure III) is an integral part of this statement. (Rs. mn) Particulars As at As at As at As at As at As at 31.10.2004 31.03.2004 31.03.2003 31.03.2002 31.03.2001 31.03.2000 A. Fixed Assets Gross Block Less: Depreciation Net Block

145.54 37.98 107.56 107.56

143.21 34.88 108.33 108.33

143.07 29.63 113.44 113.44

142.12 24.86 117.26 117.26

135.22 19.80 115.42 115.42

127.86 14.82 113.04 113.04

B. Current Assets, Loans and Advances Inventories Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances

4.12 19.06 1.60 1.26 26.04

5.89 3.61 2.39 1.42 13.31 121.64

4.66 8.17 2.22 1.38 16.43 129.87

36.24 0.41 2.56 1.98 41.19 158.45

22.17 0.34 3.17 2.85 28.53 143.95

0.22 5.62 1.30 2.61 3.83 13.58 126.62

Total Assets (A+B) C. Liabilities and Provisions Secured Loans Unsecured Loans Current Liabilities Provisions

133.60

138.08 7.90 1.97 147.65

135.72 7.93 1.40 145.05 (23.41)

127.58 10.07 1.31 138.96 (9.09)

1.58 136.91 17.45 1.02 156.96 1.49

9.50 120.92 10.01 0.80 141.23 2.72

19.41 105.61 5.75 0.35 131.12 (4.50)

Net Worth (A+B-C)

(14.05)

Represented by Equity Share Capital 9.90 Less: Miscellaneous 0.00 Expenditure (to the extent not written off or adjusted) Less: Profit & Loss (23.95) A/c Net Worth (14.05)

9.90 (0.01)

9.90 (0.01)

9.90 (0.01)

9.90 (0.01)

9.90 (0.02)

(33.30)

(18.98)

(8.40)

(7.17)

(14.38)

(23.41)

(9.09)

1.49

2.72

(4.50)

161

Annexure III SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS Significant Accounting Policies: 1. Basis of Accounting: The Accounts of the Company are prepared under the historical cost convention and in accordance with the applicable accounting standards except where otherwise stated. Mercantile system of accounting is followed.

2. Fixed Assets & Depreciation: Fixed assets are stated at historical cost less depreciation. Depreciation is provided on fixed assets, on straight-line method at rates prescribed in schedule XIV to the Companies Act, 1956. Freehold / Leasehold land is not depreciated.

3. Expenditure during Construction period: Expenditure during construction period is carried forward and will be allocated to respective fixed assets upon commissioning the asset.

4. The Company is carrying inventory of stores & spares, which are valued AT COST.

5. Revenue Recognition: Revenue being in the nature of service charges, is recognized on completion of services rendered.

6. Retirement Benefits: Provision for gratuity liability is made on actuarial basis. The Company has no agreement with the employees for payment of leave encashment. Hence no provision has been made for leave encashment.

7. Miscellaneous Expenditure: Preliminary expenses are amortized over a period of 10 years. Notes to Accounts: 1. The Company was contingently liable for (a) Bank Guarantees: Year Amount (Rs.) as on 31-03-2000 2 Million as on 31-03-2001 2 Million as on 31-03-2002 3.04 Million as on 31-03-2003 3.04 Million as on 31-03-2004 10 Million as on 31-10-2004 10.04 Million

(b)

Claims against the Company not acknowledged as debts for the year ended March 31, 2004 and for the seven months ended October 31, 2004:

162

The Company has to pay Rs. 0.92 Million to Liberty Commodities Ltd. London, the owners of the Cargo which was auctioned for non payment of dues, towards balance of auction realization of the Cargo. Everette, the C & F Agents of Liberty Commodities Ltd. have sent a notice to the Company demanding a sum of Rs. 1.70 Million, which according to them is due to them by Liberty Commodities Ltd. Since no lien was registered by Everette with the Company, the Company is of the opinion that there is no liability accruing towards claims made by Everette.

Cost Recovery charges demanded by Chennai Customs as on 31-03-2004 Rs. 1.55 Million as on 31-10-2004 Rs. 1.65 Million

2. For the year ended 31-03-2002, 31-03-2003, 31-03-2004 and seven months ended October 31, 2004, Sundry Debtors and Creditors are subject to confirmation. 3. Previous years figures have been regrouped wherever necessary.

163

Gateway Distriparks Ltd. Sector-6, Dronagiri, Taluka-Uran, Dist. Raidad, Navi Mumbai- 400 707

Statement of Possible Tax Benefits Available to the Company and its Shareholders We hereby report that the enclosed annexure states the possible tax benefits available to Gateway Distriparks Limited (the Company) and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependant upon fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfill. The benefits discussed below are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws and the fact that the Company will not distinguish between the shares offered for subscription and the shares offered for sale by the Selling Shareholders, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. We do not express any opinion or provide any assurance as to whether: (i) the Company or its shareholders will continue to obtain these benefits in future; or (ii) the conditions prescribed for availing the benefits have been / would be met with. The contents of this annexure are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company.

For Rakesh Garg & Associates (Chartered Accountants)

Rakesh Garg Partner Place: Mumbai Date: October 11, 2004

164

Annexure: Statement of possible tax benefits available to Gateway Distriparks Limited and to its Shareholders As per the existing provisions of the Income Tax Act, 1961 (the Act) and other laws as applicable for the time being in force, the following tax benefits and deductions are and will, inter-alia be available to Gateway Distriparks Limited and its shareholders. 1. Benefits available to the Company

Under Direct Taxes Under the Income Tax Act, 1961 1.1 Tax holiday under Section 80IA of the Act As per provisions of Section 80 IA of the Income Tax Act, 1961, an Indian company engaged in st the business of developing, operating and maintaining any infrastructure facility on or after 1 day of April, 1995, will be eligible for a deduction for an amount equal to 100% of the profits and gains derived from such business for 10 consecutive years. Based on IA(4)(i) of Company Station at 2002. 1.2 1.2.1 an opinion obtained, the Management has taken a view that provisions of Section 80the Income Tax Act, 1961, of India (the Income Tax Act) have been fulfilled and the is eligible for tax holiday in respect of the profits in respect of the Container Freight Navi Mumbai for a period of 10 financial years beginning with the Financial year 2001-

Computation of Capital gains Capital assets may be categorized into short term capital assets and long term capital assets based on the period of holding. All capital assets (except shares held in a company or any other listed securities or units of UTI or specified Mutual Fund units) are considered to be long term capital assets if they are held for a period in excess of 36 months. Shares held in a company , any other listed securities, units of UTI and specified Mutual Fund units are considered as long term capital assets if these are held for a period exceeding 12 months. Consequently, capital gains arising on sale of shares held in a company or any other listed securities or units of UTI or specified Mutual Fund units held for more than 12 months are considered as long term capital gains. Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of cost of acquisition / improvement and expenses incurred in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. However, in respect of long term capital gains, it offers a benefit by permitting substitution of cost of acquisition/ improvement with the indexed cost of acquisition / improvement, which adjusts the cost of acquisition / improvement by a cost inflation index as prescribed from time to time. In accordance with and subject to the conditions and to the extent specified in Section 112(1)(b) of the Act, tax on long term capital gains as computed above that are not exempt under section 10 (38) of the Act, arising on sale of listed securities or units will be, at the option of the concerned shareholder, 10% of capital gains (computed without indexation benefits) or 20% of capital gains (computed with indexation benefits) as increased by a surcharge at an appropriate rate on the tax so computed in either case. As per section 111A of the Income tax Act 1961, that the short term capital gains on sale of shares where the transaction of sale is entered into on a recognized stock exchange in India, on or after

1.2.2

1.2.3

1.2.4

165

the date on which Chapter VII of the Finance (No. 2), Act, 2004 comes into force shall be subject to tax at a rate of 10 per cent (plus applicable surcharge and Education cess)

1.3. 1.3.1

Exemption of capital gain from income tax: As per the provisions of section 10(38) of the Income tax Act 1961, long term capital gain on sale of shares where the transaction of sale is entered into on a recognized stock exchange of India shall be exempt from tax. In accordance with and subject to the conditions and to the extent specified in Section 54EC of the Act, the shareholders( in case the capital gain is not exempt u/s 10(38) of the Income tax Act 1961) would be entitled to exemption from tax on gains arising on transfer of their shares in the Company if such capital gain is invested in any of the long term specified assets in the manner prescribed in the said section. Where the long-term specified asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the long-term specified asset is transferred or converted into money. In accordance with and subject to the conditions and to the extent specified in Section 54ED of the Act, the shareholders (in case the capital gain is not exempt u/s 10(38) of the Income tax Act 1961) would be entitled to exemption from long term capital gain tax on transfer of their assets being listed securities or units to the extent such capital gain is invested in acquiring equity shares forming part of an eligible issue of share capital in the manner prescribed in the said section. Eligible issue of share capital has been defined as an issue of equity shares which satisfies the following conditions: - the issue is made by a public company formed and registered in India; and - the shares forming part of the issue are offered for subscription to the public. Where the shares are sold or otherwise transferred within a period one year from the date of their acquisition, the amount of capital gain exempted earlier would become chargeable to tax as long term capital gain in the year the shares are sold or otherwise transferred.

1.3.2

1.3.3.

2.

Benefits available to Resident Shareholders Under Direct Taxes Under the Income Tax Act, 1961

2.1.

Dividends exempt under section 10(34):- Under Section 10(34) of the Act, dividend (whether interim or final) declared, distributed or paid by the Company on or after April 01, 2003 is completely exempt from tax in the hands of the shareholders of the Company. Computation of Capital Gains Capital assets may be categorized into short term capital assets and long term capital assets based on the period of holding. All capital assets (except shares held in a company or any other listed securities or units of UTI or specified Mutual Fund units) are considered to be long term capital assets if they are held for a period in excess of 36 months. Shares held in a company , any other listed securities, units of UTI and specified Mutual Fund units are considered as long term capital assets if these are held for a period exceeding 12 months. Consequently, capital gains arising on sale of shares held in a company or any other listed securities or units of UTI or specified Mutual Fund units held for more than 12 months are considered as long term capital gains.

2.2 2.2.1

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2.2.2

Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of cost of acquisition / improvement and expenses incurred in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. However, in respect of long term capital gains, it offers a benefit by permitting substitution of cost of acquisition/ improvement with the indexed cost of acquisition / improvement, which adjusts the cost of acquisition / improvement by a cost inflation index as prescribed from time to time. As per the provisions of Section 112 of the Act, long term gains as computed above that are not exempt under the section 10(38) of the Act would be subject to tax at a rate of 20 %(plus applicable surcharge). The Finance (No.2) bill, 2004 has levied an additional surcharge (Education Cess) at the rate of 2 % of such tax and surcharge. However, as per the provision to Section 112(1), if the tax on long term capital gains resulting on transfer of listed securities or units, calculated at the rate of 20% with indexation benefits, then such gains are chargeable to tax at a concessional rate of 10 percent (plus applicable surcharge and the Educational Cess ) as per the Finance (No.2) Bill, 2004. As per section 111A of the Income tax Act 1961, that the short term capital gains on sale of shares where the transaction of sale is entered into on a recognized stock exchange in India, on or after the date on which Chapter VII of the Finance (No. 2), Act, 2004 comes into force shall be subject to tax at a rate of 10 per cent (plus applicable surcharge and Education cess) Exemption of Capital Gain from income tax:As per provisions of section 10(38)of the Income Tax Act,1961 the long term capital gain on sale of shares where the transaction of sale is entered into on an recognized stock exchange in India, shall be exempt from tax. In accordance with and subject to the conditions and to the extent specified in Section 54EC of the Act, the shareholders (in case the capital gain is not exempt u/s 10(38) of the Income tax Act 1961) would be entitled to exemption from tax on gains arising on transfer of their shares in the Company if such capital gain is invested in any of the long term specified assets in the manner prescribed in the said section. Where the long-term specified asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the long-term specified asset is transferred or converted into money. In accordance with and subject to the conditions and to the extent specified in Section 54ED of the Act, the shareholders (in case the capital gain is not exempt u/s 10(38) of the Income tax Act 1961) would be entitled to exemption from long term capital gain tax on transfer of their assets being listed securities or units to the extent such capital gain is invested in acquiring equity shares forming part of an eligible issue of share capital in the manner prescribed in the said section. Eligible issue of share capital has been defined as an issue of equity shares which satisfies the following conditions: - the issue is made by a public company formed and registered in India; and - the shares forming part of the issue are offered for subscription to the public. Where the shares are sold or otherwise transferred within a period one year from the date of their acquisition, the amount of capital gain exempted earlier would become chargeable to tax as long term capital gain in the year the shares are sold or otherwise transferred.

2.2.3

2.2.4

2.3. 2.3.1

2.3.2

2.3.3.

2.3.4.

In case of a shareholder being an individual or a Hindu Undivided Family, in accordance with and subject to the conditions and to the extent specified in Section 54F of the Act, the shareholder (in case the capital gain is not exempt u/s 10 (38) of the Income tax Act 1961) would be entitled to exemption from long term capital gains on the sale of shares in the Company upon investment of net consideration in purchase / construction of a residential house. If part of net consideration is invested within the prescribed period in a residential house, then such gains would not be

167

chargeable to tax on a proportionate basis. Further, if the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred. 2.4. In accordance with the provisions of Section 10(32) of the Act, any income of minor children clubbed with the total income of the parent under Section 64(1A) of the Act will be exempt from tax to the extent of Rs.1,500 per minor child per year.

3.

Benefits available to Non- Resident Indian Shareholders

3.1

Dividends exempt under section 10(34):- Under Section 10(34) of the Act, dividend (whether interim or final) declared, distributed or paid by the Company on or after April 01, 2003 is completely exempt from tax. Computation of Capital gains

3.2.

3.2.1

Capital assets may be categorized into short term capital assets and long term capital assets based on the period of holding. All capital assets (except shares held in a company or any other listed securities or units of UTI or specified Mutual Fund units) are considered to be long term capital assets if they are held for a period in excess of 36 months. Shares held in a company , any other listed securities, units of UTI and specified Mutual Fund units are considered as long term capital assets if these are held for a period exceeding 12 months. Consequently, capital gains arising on sale of shares held in a company or any other listed securities or units of UTI or specified Mutual Fund units held for more than 12 months are considered as long term capital gains.

3.2.2

Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of cost of acquisition / improvement and expenses incurred in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. However, in respect of long term capital gains, it offers a benefit by permitting substitution of cost of acquisition/ improvement with the indexed cost of acquisition / improvement, which adjusts the cost of acquisition / improvement by a cost inflation index as prescribed from time to time. In accordance with and subject to the conditions and to the extent specified in Section 112(1)(b) of the Act, tax on long term capital gains that are not exempt under section 10 (38) of the Act, arising on sale of listed securities or units will be, at the option of the concerned shareholder, 10% of capital gains (computed without indexation benefits) or 20% of capital gains (computed with indexation benefits) as increased by a surcharge at an appropriate rate on the tax so computed in either case. As per section 111A of the Income tax Act 1961, that the short term capital gains on sale of shares where the transaction of sale is entered into on a recognized stock exchange in India, on or after the date on which Chapter VII of the Finance (No. 2), Act, 2004 comes into force shall be subject to tax at a rate of 10 per cent (plus applicable surcharge and Education cess) Options available under the Act Option of taxation under Chapter XII- A of the Act:

3.2.3

3.2.4

3.2.5.

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Non Resident Indians (as defined in Section 115C (e) of the Act) , being shareholders of an Indian Company, have the option of being governed by the provisions of Chapter XII A of the Act, which inter alia entitles them to the following benefits in respect of income from shares of an Indian company acquired, purchased or subscribed to in convertible foreign exchange: 3.2.5.1 In accordance with and subject to the conditions and to the extent specified in Section 115D read with Section 115E of the Act, long term capital gains arising on transfer of an Indian company's shares, will be subject to tax at the rate of 10% as increased by a surcharge at an appropriate rate on the tax so computed, without any indexation benefit. 3.2.5.2. In case of a shareholder being a non-resident Indian, and subscribing to the shares in convertible foreign exchange in accordance with and subject to the conditions and to the extent specified in Section 115F of the Act, the non-resident Indian shareholder would be entitled to exemption from long term capital gains on the transfer of shares in the Company upon investment of net consideration in modes as specified in sub-section (1) of Section 115F. If part of such net consideration is invested within the prescribed period of six months in any specified asset or savings certificates referred to in section10(4B)of the Act then such gains would not be chargeable to tax on a proportionate basis. For this purpose, net consideration means full value of the consideration received or accruing as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. Further, if the specified asset or savings certificates in which the investment has made is transferred within a period of three years from the date of investment, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such specified asset or savings certificates are transferred. 3.2.5.3.In accordance with the provisions of Section 115G of the Act, Non Resident Indians are not obliged to file a return of income under Section 139(1) of the Act, if their only source of income is income from investments or long term capital gains earned on transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the Act. 3.2.5.4.In accordance with the provisions of Section 115H of the Act, when a Non Resident Indian becomes assessable as a resident in India, he may furnish a declaration in writing to the Assessing Officer along with his return of income for that year under Section 139 of the Act to the effect that the provisions of Chapter XII-A shall continue to apply to him in relation to such investment income derived from the specified assets for that year and subsequent assessment years until such assets are converted into money. 3.2.5.5 As per the provisions of section 115I of the Act, a Non Resident Indian may elect not to be governed by the provisions of Chapter XII-A for any assessment year by furnishing his return of income for that year under Section 139 of the Act, declaring therein that the provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other provisions of the Act.

3.2.6

Exemption of capital gain from income tax:-

3.2.6.1 As per provisions of section 10(38) of the Income Tax Act 1961, long-term capital gains on sale of shares where the transaction of sale is entered into on recognized stock exchange in India shall be exempt from tax. 3.2.6.2 In accordance with and subject to the conditions and to the extent specified in Section 54EC of the Act, the shareholders (in case the capital gain is not exempt u/s 10 (38) of the Income tax Act 1961) would be entitled to exemption from tax on gains arising on transfer of their shares in the Company if such capital gain is invested in any of the long term specified assets in the manner

169

prescribed in the said section. Where the long-term specified asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the long-term specified asset is transferred or converted into money. 3.2.6.3 In accordance with and subject to the conditions and to the extent specified in Section 54ED of the Act, the shareholders (in case the capital gain is not exempt u/s 10 (38) of the Income tax Act 1961) would be entitled to exemption from long term capital gain tax on transfer of their assets being listed securities or units to the extent such capital gain is invested in acquiring equity shares forming part of an eligible issue of share capital in the manner prescribed in the said section. Eligible issue of share capital has been defined as an issue of equity shares which satisfies the following conditions: - the issue is made by a public company formed and registered in India; and - the shares forming part of the issue are offered for subscription to the public. Where the shares are sold or otherwise transferred within a period one year from the date of their acquisition, the amount of capital gain exempted earlier would become chargeable to tax as long term capital gain in the year the shares are sold or otherwise transferred. 3.2.6.4 In case of a shareholder being an individual or a Hindu Undivided Family, in accordance with and subject to the conditions and to the extent specified in Section 54F of the Act, the shareholder (in case the capital gain is not exempt u/s 10 (38) of the Income tax Act 1961) would be entitled to exemption from long term capital gains on the sale of shares in the Company upon investment of net consideration in purchase / construction of a residential house. If part of net consideration is invested within the prescribed period in a residential house, then such gains would not be chargeable to tax on a proportionate basis. Further, if the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred.

3.3

Provisions of the Act vis--vis provisions of the tax treaty As per the provisions of Section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the Non Resident.

4. 4.1

Benefits available to other Non-residents Dividends exempt under section 10(34):- Under Section 10(34) of the Act, dividend (whether interim or final) declared, distributed or paid by the Company on or after April 01, 2003 is completely exempt from tax Computation of Capital gains

4.2.

4.2.1

Capital assets may be categorized into short term capital assets and long term capital assets based on the period of holding. All capital assets (except shares held in a company or any other listed securities or units of UTI or specified Mutual Fund units) are considered to be long term capital assets if they are held for a period in excess of 36 months. Shares held in a company , any other listed securities, units of UTI and specified Mutual Fund units are considered as long term capital assets if these are held for a period exceeding 12 months. Consequently, capital gains arising on sale of shares held in a company or any other listed securities or units of UTI or specified Mutual Fund units held for more than 12 months are considered as long term capital gains.

170

4.2.2

Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of cost of acquisition / improvement and expenses incurred in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. However, in respect of long term capital gains, it offers a benefit by permitting substitution of cost of acquisition/ improvement with the indexed cost of acquisition / improvement, which adjusts the cost of acquisition / improvement by a cost inflation index as prescribed from time to time. In accordance with and subject to the conditions and to the extent specified in Section 112(1)(b) of the Act, tax on long term capital gains arising on sale of listed securities or units will be, at the option of the concerned shareholder, 10% of capital gains (computed without indexation benefits) or 20% of capital gains (computed with indexation benefits) as increased by a surcharge at an appropriate rate on the tax so computed in either case. As per section 111A of the Income tax Act 1961, that the short term capital gains on sale of shares where the transaction of sale is entered into on a recognized stock exchange in India, on or after the date on which Chapter VII of the Finance (No. 2), Act, 2004 comes into force shall be subject to tax at a rate of 10 per cent (plus applicable surcharge and Education cess)

4.2.3

4.2.4

4.2.5

Exemption of capital gain from income tax:-

4.2.5.1 As per provisions of section 10(38) of the Income Tax Act 1961, long-term capital gains on sale of shares where the transaction of sale is entered into on recognized stock exchange in India shall be exempt from tax. 4.2.5.2 In accordance with and subject to the conditions and to the extent specified in Section 54EC of the Act, the shareholders (in case the capital gain is not exempt u/s 10 (38) of the Income tax Act 1961) would be entitled to exemption from tax on gains arising on transfer of their shares in the Company if such capital gain is invested in any of the long term specified assets in the manner prescribed in the said section. Where the long-term specified asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the long-term specified asset is transferred or converted into money. 4.2.5.3 In accordance with and subject to the conditions and to the extent specified in Section 54ED of the Act, the shareholders (in case the capital gain is not exempt u/s 10 (38) of the Income tax Act 1961) would be entitled to exemption from long term capital gain tax on transfer of their assets being listed securities or units to the extent such capital gain is invested in acquiring equity shares forming part of an eligible issue of share capital in the manner prescribed in the said section. Eligible issue of share capital has been defined as an issue of equity shares which satisfies the following conditions: - the issue is made by a public company formed and registered in India; and - the shares forming part of the issue are offered for subscription to the public. Where the shares are sold or otherwise transferred within a period one year from the date of their acquisition, the amount of capital gain exempted earlier would become chargeable to tax as long term capital gain in the year the shares are sold or otherwise transferred. 4.2.5.4 In case of a shareholder being an individual or a Hindu Undivided Family, in accordance with and subject to the conditions and to the extent specified in Section 54F of the Act, the shareholder(in case the capital gain is not exempt u/s 10 (38) of the Income tax Act 1961) would be entitled to exemption from long term capital gains on the sale of shares in the Company upon investment of net consideration in purchase / construction of a residential house. If part of net consideration is invested within the prescribed period in a residential house, then such gains would not be chargeable to tax on a proportionate basis. Further, if the residential house in which

171

the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred.

4.3

Provisions of the Act vis--vis provisions of the tax treaty As per the provisions of Section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the Non Resident.

5.

Benefits available to Foreign Institutional Investors (FII)

5.1

Dividends exempt under section 10(34):- Under Section 10(34) of the Act, dividend (whether interim or final) declared, distributed or paid by the Company on or after April 01, 2003 is completely exempt from tax In case of a shareholder being a Foreign Institutional Investor (FII), in accordance with and subject to the conditions and to the extent specified in Section 115AD of the Act, tax on long term capital gain (in case the capital gain is not exempt u/s 10 (38) of the Income tax Act 1961) will be 10% and on short term capital gain (in case the short term capital gain is not covered u/s 111 A of the Income tax Act 1961)will be 30% as increased by a surcharge at an appropriate rate on the tax so computed in either case. The Finance (No.2) Bill, 2004 has levied Education Cess at the rate of 2 % of such tax and surcharge. It is to be noted that the benefits of indexation and foreign currency fluctuation protection as provided by Section 48 of the Act are not available to a FII. As per section 111A of the Income tax Act 1961, that the short term capital gains on sale of shares where the transaction of sale is entered into on a recognized stock exchange in India, shall be subject to tax at a rate of 10 per cent (plus applicable surcharge and Education cess)

5.2.

5.2.1

5.3. 5.3.1

Exemption of capital gain from income tax:As per provisions of section 10(38) of the Income Tax Act 1961, long-term capital gains on sale of shares where the transaction of sale is entered into on recognized stock exchange in India shall be exempt from tax.

5.3.2

In accordance with and subject to the conditions and to the extent specified in Section 54ED of the Act, the shareholders (in case the capital gain is not exempt u/s 10 (38) of the Income tax Act 1961) would be entitled to exemption from long term capital gain tax on transfer of their assets being listed securities or units to the extent such capital gain is invested in acquiring equity shares forming part of an eligible issue of share capital in the manner prescribed in the said section. Eligible issue of share capital has been defined as an issue of equity shares which satisfies the following conditions: - the issue is made by a public company formed and registered in India; and - the shares forming part of the issue are offered for subscription to the public. Where the shares are sold or otherwise transferred within a period one year from the date of their acquisition, the amount of capital gain exempted earlier would become chargeable to tax as long term capital gain in the year the shares are sold or otherwise transferred. As per the provisions of Section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the Non Resident. Benefits available to Mutual Funds

5.4.

6.

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In case of a shareholder being a Mutual fund, as per the provisions of Section 10(23D) of the Act, any income of Mutual funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorised by the Reserve Bank of India would be exempt from Income Tax, subject to the conditions as the Central Government may by notification in the Official Gazette specify in this behalf.

7.

Benefits available to Venture Capital Companies / Funds In case of a shareholder being a Venture Capital Company / Fund, as per the provisions of Section 10(23FB) of the Act, any income of Venture Capital Companies / Funds registered with the Securities and Exchange Board of India, would be exempt from Income Tax, subject to the conditions specified.

8.

Benefits available under the Wealth Tax Act, 1957 As per the prevailing provisions of the above Act, no Wealth Tax shall be levied on value of shares of the Company. Benefits available under the Gift Tax Act, 1958 Gift tax is not leviable in respect of any gifts made on or after October 01,1998. Therefore, any gift of shares will not attract gift tax.

9.

Note: 1. The above Statement of Possible Direct Tax Benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of ordinary shares. The statements made above are based on the tax laws in force as also under the Finance (No.2) Bill, 2004 and as interpreted by relevant taxation authorities as of date. Investors are advised to consult their tax advisors with respect to the tax consequences of their holdings based on their residential status and the relevant double taxation conventions. All the above benefits are as per the current tax laws as amended by the Finance Act, 2004. All the above benefits are as per the current tax law and will be available only to the sole/first named holder in case the shares are held by joint holders. In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any benefits available under the double taxation avoidance agreements, if any, between India and the country in which the non-resident has fiscal domicile. In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her participation in the scheme.

2. 3. 4.

5.

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OTHER REGULATORY DISCLOSURES Stock Market Data for the Equity Shares of the Company This being the initial public offering of the Company, the Equity Shares of the Company are not listed on any stock exchanges. Particulars Regarding Previous Public Offers During the Last Five Years The Company has not made any previous public offer. Companies under the Same Management There are no companies under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956 other than subsidiaries of GDL as disclosed under the section titled Subsidiaries of the Company at page 64 of this Draft Red Herring Prospectus and promoter group companies as disclosed under the section titled Promoter and their Background at page 83 of this Draft Red Herring Prospectus. Mechanism Evolved for Redressal of Investor Grievances GDL will settle investor grievances expeditiously and satisfactorily. The agreement between GDL and the Registrar to the Offer will provide for retention of records with the Registrar to the Offer, Intime Sprectrum Registry Limited, for a period of at least six months from the last date of dispatch of letters of allotment, demat credit, and refund orders to enable the investors to approach the Registrar to the Offer for redressal of their grievances. All grievances relating to this Offer may be addressed to the Registrar to the Offer, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and the bank branch or collection center where the application was submitted. Disposal of Investor Grievances GDL estimates that the average time required by them or the Registrar to the Offer for the redressal of routine investor grievances shall be seven working days from the date of receipt of the complaint. In case of non-routine complaints and where external agencies are involved, GDL or the Registrars will seek to redress these complaints as expeditiously as possible. The Company has appointed Mr. R. Kumar, Company Secretary, Gateway Distriparks Limited as the Compliance Officer and he may be contacted in case of any pre-issue or post-issue related problems. He can be contacted at: Gateway Distriparks Limited Container Freight Station, Sector 6, Dronagiri, Tal :Uran, Dt: Raigad Navi Mumbai 400 707 Tel: +91-22-27470520 / 2747 1855 Fax: +91 22-2747 1854 E-mail: [email protected] :+91-22-27470520 / 2747 1855. Restriction on foreign ownership of Equity Shares of the Company Foreign investment in Indian securities is regulated through the industrial policy of the Government of India, or the Industrial Policy and FEMA. While the Industrial Policy prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy of the Government of India, unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. As per current foreign investment policies, foreign investment is allowed up to 100% in companies in the logistics business such as that engaged in by the Company. The government bodies responsible for granting foreign investment approvals (where required to be obtained) are the FIPB and the RBI.

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The RBI has by its Circular No. 53 dated December 17, 2003, permitted FIIs to subscribe to shares of an Indian company in a public offer without the prior approval of the RBI, provided that the price of equity shares to be issued is not less than the price at which equity shares are issued to residents. Under the present regulations, the maximum permissible investment by a single FII cannot exceed 10% of its total issued capital. The maximum permissible FII investment in the Company is restricted to 24% of its total issued capital. This limit of 24% of the total issued capital can be raised to 100% by adoption of a special resolution by the Companys shareholders; however, as of the date hereof, no such resolution has been recommended to the shareholders of the Company for adoption.

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TERMS OF THE OFFER The Equity Shares being offered are subject to the provisions of the Companies Act, the Memorandum and Articles of Association, the terms of this Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus, Bid cum Application Form, the Revision Form, the Confirmation of Allocation Note and other terms and conditions as may be incorporated in the allotment advices and other documents/certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government, Stock Exchanges, RBI, RoC and/or other authorities, as in force on the date of the Offer and to the extent applicable. Authority for the Offer The Fresh Issue has been authorised by a special resolution adopted pursuant to Section 81(1A) of the Companies Act, 1956, at the extraordinary general meeting of the shareholders of the Company held on March 18, 2004. The Offer has been authorised by a resolution of the Board of Directors of GDL dated June 16, 2004. WIPL vide its board resolution dated June 03, 2004, has approved the offer for sale of upto 1,289,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer. PHL vide its board resolution dated June 03, 2004, has approved the offer for sale of upto 1,105,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer. TCL vide its board resolution dated on June 15, 2004 has approved the offer for sale of upto 966,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer. TIHML vide its board resolution dated on June 15, 2004 has approved the offer for sale of upto 322,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer. PIPL vide its board resolution dated June 14, 2004 has approved the offer for sale of upto 1,578,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer. IDFC vide its Credit Committee resolution dated August 13, 2004 has approved the offer for sale of upto 4,740,000 Equity Shares of Rs. 10 each held by it in GDL through this Offer.

Ranking of Equity Shares The Equity Shares being offered shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects with the existing Equity Shares of the Company including rights in respect of dividend. The allottees will be entitled to dividend or any other corporate benefits (including dividend), if any, declared by the Company after the date of allotment. Face Value and Offer Price The Equity Shares with a face value of Rs. 10/- each are being offered in terms of this Draft Red Herring Prospectus at a total price of Rs. [ ] per Equity Share. At any given point of time there shall be only one denomination for the Equity Shares. Rights of the Equity Shareholder Subject to applicable laws, the equity shareholders shall have the following rights: Right to receive dividend, if declared; Right to attend general meetings and exercise voting powers, unless prohibited by law;

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Right to vote on a poll either in person or by proxy; Right to receive offers for rights shares and be allotted bonus shares, if announced; Right to receive surplus on liquidation; Right of free transferability; and Such other rights, as may be available to a shareholder of a listed public company under the Companies Act and the Memorandum and Articles of Association.

For a detailed description of the main provisions of the Articles of Association dealing with voting rights, dividend, forfeiture and lien, transfer and transmission and/or consolidation/splitting, refer to the section on Main Provisions of Articles of Association on page 205 of this Draft Red Herring Prospectus. Market Lot and Trading Lot In terms of existing SEBI Guidelines, the trading in the Equity Shares of the Company shall only be in dematerialised form for all investors. Since trading of the Equity Shares is in dematerialised mode, the tradable lot is one Equity Share. In terms of Section 68B of the Companies Act, the Equity Shares of the Company shall be allotted only in dematerialised form. Allotment through this Offer will be done only in electronic form in multiples of 1 Equity Shares subject to a minimum allotment of [ ] Equity Shares. For details of allocation and allotment refer to the section on Statutory and Other Information Basis of Allocation on page 199 of this Draft Red Herring Prospectus.

Jurisdiction Exclusive jurisdiction for the purpose of this Offer is with competent courts/authorities in New Delhi, India. Nomination Facility to the Investor In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidder, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale/ transfer/ alienation of Equity Share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the registered office of the Company or at the Registrar and Transfer Agents of the Company. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either: a. to register himself or herself as the holder of the Equity Shares; or b. to make such transfer of the Equity Shares, as the deceased holder could have made. Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with, within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the allotment of Equity Shares in the Offer will be made only in dematerialised mode, there is no need to make a separate nomination with the Company. Nominations registered with the respective depository participant of the applicant would prevail. If the investors require to change the nomination, they are requested to inform their respective depository participant.

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Subscription by NRIs/ FIIs/Foreign Venture Capital Funds registered with SEBI Pursuant to the Press Release dated September 29, 2004 issued by the Ministry of Finance, GoI and A.P. (Dir Series) Circular No. 16 dated October 4, 2004 issued by the RBI, transfer of shares between residents and non residents no longer requires the approval of the FIPB and the RBI, if specified conditions mentioned in the circular dated October 4, 2004 are fulfilled. The RBI has sought a clarification from SEBI on the process of the Book Building route in this regard. Should the Company, however, require FIPB and / or RBI approval for the Offer for Sale, it will obtain all such necessary approvals, including those of the FIPB and / or RBI.

It is to be distinctly understood that there is no reservation for Non-Residents, NRIs, FIIs and Foreign Venture Capital Funds and all Non-Residents, NRI, FIIs and Foreign Venture Capital Fund applicants will be treated on the same basis with other categories for the purpose of allocation. As per the RBI regulations, OCBs cannot participate in this Offer. There are also restrictions in the laws of other jurisdictions for the offer or sale of Equity Shares to Non Residents including NRIs and FIIs. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S of the Securities Act) or any other jurisdiction where its unlawful to subscribe to such equity shares.

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OFFER STRUCTURE The present Offer of 21,000,000 Equity Shares comprising of Fresh Issue of 11,000,000 Equity Shares and Offer for Sale of 10,000,000 Equity Shares, at a price of Rs. [ ] for cash aggregating Rs. [ ] million is being made through a book building process. QIBs Number of Equity Shares* Up to 10,500,000 Equity Shares or Offer less allocation to Non-Institutional Bidders and Retail Individual Bidders. Up to 50% of Offer or Offer size less allocation to Non Institutional Bidders and Retail Individual Bidders Non-Institutional Bidders Minimum of 5,250,000 Equity Shares or Offer less allocation to QIBs and Retail Individual Bidders. Minimum 25% of Offer or Offer size less allocation to QIBs and Retail Individual Bidders. Retail Individual Bidders Minimum of 5,250,000 Equity Shares or Offer less allocation to QIBs and NonInstitutional Bidders. Minimum 25% of Offer or Offer size less allocation to QIBs and Non Institutional Bidders.

Percentag e of Offer Size available for allocation Basis of Allocation if respective category is oversubsc ribed Minimum Bid

Discretionary

Proportionate

Proportionate

Maximum Bid

Mode of Allotment Trading Lot Who can Apply**

Such number of Equity Shares that the Bid Amount exceeds Rs 50,000 and in multiples of [ ] Equity Shares thereafter. Such number of Equity Shares not exceeding the Offer size, subject to applicable limits Compulsorily in dematerialised form One Equity Share Public financial institutions, as specified in Section 4A of the Companies Act: scheduled commercial banks, mutual funds, foreign institutional investors registered with SEBI, multilateral and bilateral development financial institutions, venture capital funds registered with SEBI, Foreign Venture Capital Investors registered with SEBI, and State Industrial Development Corporations, permitted insurance

Such number of Equity Shares that the Bid Amount exceeds Rs 50,000 and in multiples of [ ] Equity Shares thereafter. Such number of Equity Shares not exceeding the Offer size subject to applicable limits Compulsorily in dematerialised form One Equity Share Resident Indian individuals, HUF (in the name of Karta), companies, corporate bodies, NRIs, scientific institutions societies and trusts

[ ] Equity Shares and in multiples of [ ] Equity Share thereafter

Such number of Equity Shares whereby the Bid Amount does not exceed Rs. 50,000 Compulsorily in dematerialised form One Equity Share Individuals (including NRIs and HUFs) applying for Equity Shares such that the Bid Amount does not exceed Rs. 50,000 in value.

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Terms of Payment

Margin Amount

companies registered with the Insurance Regulatory and Development Authority, provident funds with minimum corpus of Rs. 250 mn and pension funds with minimum corpus of Rs. 250 mn in accordance with applicable law Margin Amount applicable to QIB Bidders at the time of submission of Bid cum Application Form to the members of the Syndicate. Nil

Margin Amount applicable to Non Institutional Bidders at the time of submission of Bid cum Application Form to the members of the Syndicate. Full Bid amount on Bidding

Margin Amount applicable to Retail Individual Bidders at the time of submission of Bid cum Application Form to the members of the Syndicate. Full Bid amount on Bidding

* Subject to valid Bids being received at or above the Offer Price. Under-subscription, if any, in any category, would be allowed to be met with spillover from any other categories at the discretion of the Company and the Selling Shareholders, in consultation with the BRLMs. ** Incase the Bid Cum Application Form is submittes in joint names, the investors should ensure that the demat account is also held in the same joint name and are in the same sequence in which they appear in the Bid Cum Application Form.

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OFFER PROCEDURE Book Building Procedure The Offer is being made through the 100% Book Building Process wherein up to 50% of the Offer shall be available for allocation on a discretionary basis to QIBs. Further not less than 25% shall be available for allocation on a proportionate basis to the Retail Individual Bidders and not less than 25% shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Offer Price. Bidders are required to submit their Bids through the Syndicate. The Company and the Selling Shareholders, in consultation with the BRLMs, reserves the right to reject any Bid procured from QIBs, by any or all members of the Syndicate, without assigning any reason thereof. In case of Non-Institutional Bidders and Retail Individual Bidders, the Company and the Selling Shareholders would have a right to reject the Bids only on technical grounds. Investors should note that Equity Shares would be allotted to all successful Bidders only in the dematerialised form. Bidders will not have the option of getting allotment of the Equity Shares in physical form. The Equity Shares on allotment shall be traded only in the dematerialised segment of the Stock Exchanges. Bid cum Application Form Bidders shall only use the specified Bid cum Application Form bearing the stamp of a member of the Syndicate for the purpose of making a Bid in terms of this Draft Red Herring Prospectus. The Bidder shall have the option to make a maximum of three Bids in the Bid cum Application Form and such options shall not be considered as multiple Bids. Upon the allocation of Equity Shares, dispatch of the CAN, and filing of the Prospectus with the RoC, the Bid cum Application Form shall be considered as the Application Form. Upon completing and submitting the Bid cum Application Form to a member of the Syndicate, the Bidder is deemed to have authorised the Company and the Selling Shareholders to make the necessary changes in this Draft Red Herring Prospectus and the Bid cum Application Form as would be required for filing the Prospectus with the RoC and as would be required by RoC after such filing, without prior or subsequent notice of such changes to the Bidder. The prescribed colour of the Bid cum Application Form for various categories, is as follows: Category Indian public, NRIs applying on a non-repatriation basis NRIs, or FIIs or Foreign Venture Capital Funds registered with SEBI applying on a repatriation basis Who can Bid? 1. 2. Indian nationals resident in India who are majors, in single or joint names (not more than three); Hindu Undivided Families or HUFs in the individual name of the Karta. The Bidder should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: Name of Sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta. Bids by HUFs would be considered at par with those from individuals; 3. Insurance companies registered with the Insurance Regulatory and Development Authority; Provident funds with minimum corpus of Rs. 250 mn and who are authorised under their constitution to invest in equity shares; Pension funds with a minimum corpus of Rs. 250 mn and who are authorised under their constitution to invest in equity shares; Colour Form of Bid cum Application

[White] [Blue]

4. 5.

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6. 7. 8. 9. 10. 11. 12. 13.

14. 15.

Companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in the equity shares; Indian Mutual Funds registered with SEBI; Indian Financial Institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI regulations and SEBI guidelines and regulations, as applicable); Multilateral and bilateral development financial institutions; Venture Capital Funds registered with SEBI; Foreign Venture Capital Investors registered with SEBI; State Industrial Development Corporations; Trusts/ societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to Trusts/ societies and who are authorised under their constitution to hold and invest in the equity shares; Eligible non-residents including NRIs and FIIs on a repatriation basis or a non-repatriation basis subject to applicable laws; and Scientific and/ or industrial research organisations authorised to invest in equity shares.

Note: The BRLMs, Syndicate Members and any associate of the BRLMs, and Syndicate Members (except asset management companies on behalf of mutual funds, Indian financial institutions and public sector banks) cannot participate in that portion of the Offer where allocation is discretionary. Further, the BRLMs, and Syndicate Members shall not be entitled to subscribe to this Offer in any manner except towards fulfilling their underwriting obligation. Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law. As per the current regulations, the following restrictions are applicable for investments by mutual funds: No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related instruments of any company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No mutual fund under all its schemes should own more than 10% of any companys paid-up capital carrying voting rights. As per the current regulations, the following restrictions are applicable for investments by FIIs: No single FII can hold more than 10% of the post-issue paid-up capital of the Company (i.e., 10% of 75,000,000 Equity Shares). In respect of an FII investing in the Equity Shares on behalf of its subaccounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of the Company or 5% of the total issued capital of the Company in case such sub account is a foreign corporate or an individual. As of now, the aggregate FII holding in the Company cannot exceed 24% of the total issued capital of the Company. With approval of the Board and that of the shareholders by way of a special resolution, the aggregate FII holding limit can be enhanced up to 100%; however till date no such resolution has been recommended to the shareholders for approval. As per the current regulations, the following restrictions are applicable for investments by SEBI registered venture capital funds and foreign venture capital investors: The SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations, 2000 prescribe investment restrictions on venture capital funds and foreign venture capital investors registered with SEBI. Accordingly, the holding by any venture capital fund or foreign venture capital investor should not exceed 25% of the corpus of the Venture Capital Funds and Foreign Venture Capital Investors. Equity Shares allotted to Venture Capital Funds and Foreign Venture Capital Investors through this Offer shall be locked in for a period of one year. The above information is given for the benefit of the Bidders. The Company, and the Selling Shareholders and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may happen after the date of this Draft Red Herring Prospectus. Bidders are advised to

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make their independent investigations and ensure that the number of Equity Shares bid for do not exceed the applicable limits under laws or regulations. Maximum and Minimum Bid Size (a) For Retail Individual Bidders: The Bid must be for a minimum of [ ] Equity Shares and in multiples of [] Equity Share thereafter, so as to ensure that the Bid Amount payable by the Bidder does not exceed Rs. 50,000. In case of revision of Bids, the Retail Individual Bidders have to ensure that the Bid Amount does not exceed Rs. 50,000. In case the Bid Amount is over Rs. 50,000 due to revision of the Bid or revision of the Price Band or on exercise of Cut-off option, the Bid would be considered for allocation under the Non Institutional Bidders portion. The Cut-off option is an option given only to the Retail Individual Bidders indicating their agreement to Bid and purchase at the final Offer Price as determined at the end of the Book Building Process. For Other (Non-Institutional Bidders and QIBs) Bidders: The Bid must be for a minimum of such number of Equity Shares such that the Bid Amount exceeds Rs. 50,000 and in multiples of [] Equity Shares thereafter. A Bid cannot be submitted for more than the Offer. However, the maximum Bid by a QIB investor should not exceed the investment limits prescribed for them by applicable laws. Under existing SEBI guidelines, a QIB Bidder cannot withdraw its Bid after the Bid/Offer Closing Date.

(b)

In case of revision in Bids, the Non Institutional Bidders, who are individuals, have to ensure that the Bid Amount is greater than Rs. 50,000 for being considered for allocation in the Non Institutional Portion. In case the Bid Amount reduces to Rs. 50,000 or less due to a revision in Bids or revision of the Price Band, Bids by Non Institutional Bidders who are eligible for allocation in the Retail Portion would be considered for allocation under the Retail Portion. Non Institutional Bidders and QIBs are not allowed to Bid at Cut-off. Information for the Bidders: (a) The Company and the Selling Shareholders will file the Red Herring Prospectus with the RoC at least 3 (three) days before the Bid/ Offer Opening Date. The members of the Syndicate will circulate copies of the Red Herring Prospectus along with the Bid cum Application Form to potential investors. Any investor (who is eligible to invest in the Equity Shares) who would like to obtain the Red Herring Prospectus and/ or the Bid cum Application Form can obtain the same from the registered office or from any of the members of the Syndicate. The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum Application Forms should bear the stamp of the members of the Syndicate. Bid cum Application Forms which do not bear the stamp of the members of the Syndicate will be rejected.

(b)

(c)

(d)

Method and Process of Bidding (a) The Company, the Selling Shareholders and the BRLMs shall declare the Offer Opening Date, Offer Closing Date and Price Band at the time of filing the Red Herring Prospectus with RoC and also publish the same in two widely circulated newspapers (one each in English and Hindi). This advertisement shall contain the salient features of the Red Herring Prospectus as specified under Form 2A of the Companies Act, the method and process of bidding and the names and addresses of the BRLMs and Syndicate Members and their bidding centers. The Syndicate Members shall accept Bids from the Bidders during the Offer Period in accordance with the terms of the Syndicate Agreement. Investors who are interested in subscribing for the Companys Equity Shares should approach any of the members of the Syndicate or their authorised agent(s) to register their Bid.

(b)

183

(c)

The Bidding Period shall be a minimum of five days and not exceed ten days. In case the Price Band is revised, the revised Price Band and Bidding Period will be published in two national newspapers (one each in English and Hindi) and the Bidding Period may be extended, if required, by an additional three days, subject to the total Bidding Period not exceeding 13 days. Each Bid cum Application Form will give the Bidder the choice to bid for up to three optional prices (for details refer to the paragraph entitled Bids at Different Price Levels on page below) within the Price Band and specify the demand (i.e. the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Offer Price, the maximum number of Equity Shares Bid for by a Bidder at or above the Offer Price will be considered for allocation and the rest of the Bid(s), irrespective of the Bid Price, will become automatically invalid. The Bidder cannot bid on another Bid cum Application Form after Bids on one Bid cum Application Form have been submitted to any member of the Syndicate. Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate will be treated as multiple Bids and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or allotment of Equity Shares in this Offer. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph Build up of the Book and Revision of Bids on page 187 of this Draft Red Herring Prospectus. The Syndicate Members will enter each Bid option into the electronic bidding system as a separate Bid and generate a Transaction Registration Slip, (TRS), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum Application Form. During the Bidding Period, Bidders may approach the members of the Syndicate to submit their Bid. Every member of the Syndicate shall accept Bids from all clients / investors who place orders through them and shall have the right to vet the Bids. Along with the Bid cum Application Form, all Bidders will make payment in the manner described under the paragraph Terms of Payment on Page 186 of this Draft Red Herring Prospectus.

(d)

(e)

(f)

(g)

(h)

Bids at Different Price Levels (a) The Price Band has been fixed at Rs. [ ] to Rs. [ ] per Equity Share of Rs. 10 each, Rs [ ] being the Floor Price and Rs. [ ] being the Cap Price. The Bidders can bid at any price within the Price Band, in multiples of Re 1. In accordance with SEBI Guidelines, the Company and the Selling Shareholders reserves the right to revise the Price Band during the Bidding Period. The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the price band disclosed in this Red Herring Prospectus. In case of revision in the Price Band, the Offer Period will be extended for three additional days after revision of Price Band subject to a maximum of 13 days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to BSE and NSE, by issuing a public notice in two national newspapers (one each in English and Hindi), and also by indicating the change on the websites of the BRLMs and at the terminals of the members of the Syndicate.

(b)

(c)

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(d)

The Company and the Selling Shareholders in consultation with the BRLMs, can finalise the Offer Price within the Price Band in accordance with this clause, without the prior approval of, or intimation, to the Bidders. The Bidder can bid at any price within the Price Band. The Bidder has to bid for the desired number of Equity Shares at a specific price. Retail Individual Bidders applying for a maximum Bid in any of the bidding options not exceeding Rs. 50,000 may bid at Cut-off Price. However, bidding at Cut-off Price is prohibited for QIB or Non Institutional Bidders and such Bids from QIBs and Non Institutional Bidders shall be rejected. Retail Individual Bidders who bid at the Cut-Off Price agree that they shall purchase the Equity Shares at any price within the Price Band. Retail Individual Bidders bidding at Cut-Off Price shall deposit the Bid Amount based on the Cap Price in the Escrow Account. In the event the Bid Amount is higher than the subscription amount payable by the Retail Individual Bidders , who Bid at Cut off Price (i.e. the total number of Equity Shares allocated in the Offer multiplied by the Offer Price), the Retail Individual Bidders, who Bid at Cut off Price, shall receive the refund of the excess amounts from the Escrow Account. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders, who had bid at Cut-off Price could either (i) revise their Bid or (ii) make additional payment based on the cap of the Revised Price Band (such that the total amount i.e. original Bid Amount plus additional payment does not exceed Rs. 50,000 if the Bidder wants to continue to bid at Cut off Price), with the Syndicate Member to whom the original Bid was submitted. In case the total amount (i.e. original Bid Amount plus additional payment) exceeds Rs. 50,000, the Bid will be considered for allocation under the Non-Institutional portion in terms of this Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Offer Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares bid for shall be adjusted downwards for the purpose of allotment, such that the no additional payment would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut-off Price. In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders, who have bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Escrow Account.

(e)

(f)

(g)

(h)

Escrow Mechanism The Company and the Selling Shareholders shall open Escrow Accounts with one or more Escrow Collection Banks in whose favour the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision of the Bid. Cheques or demand drafts received for the full Bid Amount from Bidders in a certain category would be deposited in the Escrow Account for the Offer. The Escrow Collection Banks will act in terms of this Draft Red Herring Prospectus and the Escrow Agreement. The monies in the Escrow Account shall be maintained by the Escrow Collection Bank(s) for and on behalf of the Bidders. The Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow Collection Banks shall transfer the monies from the Escrow Account to the Offer Account of the Company and the Selling Shareholders as per the terms of the Escrow Agreement. Payments of refund to the Bidders shall also be made from the Escrow Account are per the terms of the Escrow Agreement and this Draft Red Herring Prospectus. The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between us, the Syndicate, the Escrow Collection Bank(s) and the Registrar to the Offer to facilitate collections from the Bidders.

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Terms of Payment and Payment into the Escrow Accounts Each Bidder, who is required to pay Margin Amount greater than 0% shall, with the submission of the Bid cum Application Form draw a cheque or demand draft for the maximum amount of his/ her Bid in favour of the Escrow Account of the Escrow Collection Bank(s) (for details refer to the paragraph Payment Instructions on page 193) and submit the same to the member of the Syndicate to whom the Bid is being submitted. Bid cum Application Forms accompanied by cash shall not be accepted. The maximum Bid price has to be paid at the time of submission of the Bid cum Application Form based on the highest bidding option of the Bidder. The members of the Syndicate shall deposit the cheque or demand draft with the Escrow Collection Bank(s), which will hold the monies for the benefit of the Bidders till such time as the Designated Date. On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds equivalent to the size of the Offer from the Escrow Account, as per the terms of the Escrow Agreement, into the Offer Account of the Company with the Banker(s) to the Offer. The balance amount after transfer to the Offer Account of the Company shall be held for the benefit of the Bidders who are entitled to refunds on the Designated Date, and no later than 15 days from the Bid Closing Date / Offer Closing Date, the Escrow Collection Bank(s) shall refund all monies to unsuccessful Bidders and also the excess amount paid on bidding, if any, after adjustment for allotment to the Bidders. Each category of Bidders i.e. QIBs, Non Institutional Bidders, Retail Individual Bidders would be required to pay their applicable Margin Amount at the time of the submission of the Bid cum Application Form. The Margin Amount payable by each category of Bidders is mentioned under the heading Offer Structure on page 179 of this Draft Red Herring Prospectus. Where the Margin Amount applicable to the Bidder is less than 100% of the Bid Amount, any difference between the amount payable by the Bidder for Equity Shares allocated at the Offer Price and the Margin Amount paid at the time of Bidding, shall be payable by the Bidder no later than the Pay-in-Date, which shall be a minimum period of 2 (two) days from the date of communication of the allocation list to the members of the Syndicate by the BRLMs. If the payment is not made favouring the Escrow Account within the time stipulated above, the Bid of the Bidder is liable to be cancelled. However, if the members of the Syndicate do not waive such payment, the full amount of payment has to be made at the time of submission of the Bid Form. Where the Bidder has been allocated lesser number of Equity Shares than he or she had bid for, the excess amount paid on bidding, if any, after adjustment for allotment, will be refunded to such Bidder within 15 days from the Bid Closing Date/Offer Closing Date, failing which the Company and the Selling Shareholders shall pay interest at 15% per annum for any delay beyond the periods as mentioned above. Electronic Registration of Bids (a) The Syndicate Members will register the Bids using the on-line facilities of BSE and NSE. There will be at least one on-line connectivity in each city, where a stock exchange is located in India and where Bids are being accepted. BSE and NSE will offer a screen-based facility for registering Bids for the Offer. This facility will be available on the terminals of the Syndicate Members and their authorised agents during the Bidding Period. Syndicate Members can also set up facilities for off-line electronic registration of Bids subject to the condition that they will subsequently download the off-line data file into the online facilities for book building on an hourly basis. On the Bid Closing Date, the Syndicate Members shall upload the Bids till such time as may be permitted by the Stock Exchanges. The aggregate demand and price for Bids registered on the electronic facilities of BSE and NSE will be downloaded on a hourly basis, consolidated and displayed on-line at all bidding centers. A graphical representation of consolidated demand and price would be made available at the bidding centers during the bidding period.

(b)

(c)

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(d)

At the time of registering each Bid, the members of the Syndicate shall enter the following details of the investor in the on-line system: Name of the investor Investor Category Individual, Corporate, NRI, FII, or Mutual Fund etc. Numbers of Equity Shares bid for Bid price Bid cum Application Form number Whether payment is made upon submission of Bid cum Application Form Depository Participant Identification No. and Client Identification No. of the Demat Account of the Bidder A system generated TRS will be given to the Bidder as a proof of the registration of each of the bidding options. It is the Bidders responsibility to obtain the TRS from the members of the Syndicate. The registration of the Bid by the member of the Syndicate does not guarantee that the Equity Shares shall be allocated either by the members of the Syndicate or the Company and the Selling Shareholders. Such TRS will be non-negotiable and by itself will not create any obligation of any kind. Consequently, the member of the Syndicate also has the right to accept the Bid or reject it without assigning any reason, in case of QIBs. In case of Non-Institutional Bidders and Retail Individual Bidders, Bids would not be rejected except on the technical grounds listed elsewhere in this Draft Red Herring Prospectus. It is to be distinctly understood that the permission given by BSE and NSE to use their network and software of the Online IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by the Company or the BRLMsare cleared or approved by BSE and NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of the Company, the promoters, the management or any scheme or project of the Company. It is also to be distinctly understood that the approval given by BSE and NSE should not in any way be deemed or construed that this Draft Red Herring Prospectus has been cleared or approved by the BSE and NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the BSE and NSE.

(e)

(f) (g)

(h)

(i)

Build Up of the Book and Revision of Bids (a) Bids registered by various Bidders through the Syndicate Members shall be electronically transmitted to the BSE or NSE mainframe on hourly basis. The book gets built up at various price levels. This information will be available with the BRLMs on a regular basis. During the Bidding Period, any Bidder who has registered his or her interest in the Equity Shares at a particular price level is free to revise his or her Bid within the price band using the printed Revision Form which is a part of the Bid cum Application Form. Revisions can be made in both the desired number of Equity Shares and the Bid price by using the Revision Form. Apart from mentioning the revised options in the revision form, the Bidder must also mention the details of all the options in his or her Bid cum Application Form or earlier Revision Form. For example, if a Bidder has Bid for three options in the Bid cum Application Form and he is

(b)

(c)

(d)

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changing only one of the options in the Revision Form, he must still fill the details of the other two options that are not being changed, in the Revision Form unchanged. Incomplete or inaccurate Revision Forms will not be accepted by the members of the Syndicate. (e) The Bidder can make this revision any number of times during the Bidding Period. However, for any revision(s) in the Bid, the Bidders will have to use the services of the same member of the Syndicate through whom he or she had placed the original Bid. Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made only in such Revision Form or copies thereof. Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the incremental amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if any, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of this Draft Red Herring Prospectus. In case of QIBs, the members of the Syndicate may at their sole discretion waive the payment requirement at the time of one or more revisions by the QIB Bidders. When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from the members of the Syndicate. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as proof of his or her having revised the previous Bid. In case of discrepancy of data between BSE or NSE and the members of the Syndicate, the decision of the BRLMs, based on the physical records of Bid cum Application Forms, shall be final and binding on all concerned.

(f)

(g)

(h)

Price Discovery and Allocation (a) After the Bid Closing Date /Offer Closing Date, the BRLMs will analyse the demand generated at various price levels and discuss pricing strategy with the Company and the Selling Shareholders. The Company and the Selling Shareholders in consultation with the BRLMs, shall finalise the Offer Price, the number of Equity Shares to be allotted in each category and the allocation to successful QIB Bidders. The allocation will be decided based inter alia, on the quality of the Bidder, and the size, price and time of the Bid. The allocation for QIBs for up to 50% of the Offer would be discretionary. The allocation to NonInstitutional Bidders and Retail Individual Bidders of not less than 25% and 25% of the Offer respectively would be on proportionate basis, in the manner specified in the SEBI Guidelines, in consultation with Designated Stock Exchange, subject to valid Bids being received at or above the Offer Price. Under subscription, if any, in any category would be allowed to be met with spill over from any of the other categories at the discretion of the Company and the Selling Shareholders in consultation with the BRLMs.

(b)

(c)

(d)

(f)

The BRLMs, in consultation with the Company and the Selling Shareholders , shall notify the members of the Syndicate of the Offer Price and allocations to their respective Bidders, where the full Bid Amount has not been collected from the Bidders. The Company and the Selling Shareholders reserve the right to cancel the Offer any time after the Bid/Offer Opening Date without assigning any reasons whatsoever. In terms of SEBI Guidelines, QIBs shall not be allowed to withdraw their Bid after the Bid Closing Date.

(h)

(i)

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Signing of Underwriting Agreement and RoC Filing (a) The Company, the Selling Shareholders, the BRLMs and the Syndicate Members shall enter into an Underwriting Agreement on finalisation of the Offer Price and allocation(s) to the Bidders. After signing the Underwriting Agreement, the Company and the Selling Shareholders would update and file the updated Red Herring Prospectus with RoC, which then would be termed Prospectus. The Prospectus would have details of the Offer Price, Offer size, underwriting arrangements and would be complete in all material respects.

(b)

Advertisement regarding Offer Price and Prospectus A statutory advertisement will be issued by the Company and the Selling Shareholders after the filing of the Prospectus with the RoC. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the Offer Price. Any material updates between the date of Red Herring Prospectus and the date of Prospectus will be included in such statutory advertisement. Issuance of CAN (a) The BRLMs or Registrar to the Offer shall send to the members of the Syndicate a list of their Bidders who have been allocated Equity Shares in the Offer. The BRLMs or members of the Syndicate would then send the CAN to their Bidders who have been allocated Equity Shares in the Offer. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder to pay the entire Offer Price for all the Equity Shares allocated to such Bidder. Those Bidders who have not paid into the Escrow Account at the time of bidding shall pay in full the amount payable into the Escrow Account by the Pay-in Date specified in the CAN. Bidders who have been allocated Equity Shares and who have already paid into the Escrow Account at the time of bidding shall directly receive the CAN from the Registrar to the Offer subject, however, to realisation of their cheque or demand draft paid into the Escrow Account. The dispatch of a CAN shall be a deemed a valid, binding and irrevocable contract for the Bidder to pay the entire Offer Price for all the Equity Shares to be allotted to such Bidder.

(b)

(c)

Designated Date and Allotment of Equity Shares (a) The Company and the Selling Shareholders will ensure the Allotment of Equity Shares is done within 15 days of the Bid Closing Date/Offer Closing Date. After the funds are transferred from the Escrow Account to the Offer Account of the Company on the Designated Date, the Company and the Selling Shareholders would ensure the credit to the successful Bidders depository account Allotment of the Equity Shares to the allottees within 2 working days of the date of Allotment. As per SEBI Guidelines, Equity Shares will be issued and allotted only in the dematerialised form to the allottees. Allottees will have the option to re-materialise the Equity Shares so allotted, if they so desire, as per the provisions of the Companies Act and the Depositories Act.

(b)

Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be allocated to them pursuant to this Offer. GENERAL INSTRUCTIONS Dos: a) The investor should check if he/she is eligible to apply;

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b) the investor should read all the instructions carefully and complete the Bid-cum-Application Form (white in colour for the Indian public or NRIs applying on non-repatriation basis and blue in colour for eligible Non Residents, NRIs or FIIs applying on a repatriation basis), c) The investor should ensure that the details about Depository Participant and beneficiary account are correct as Equity Shares will be transferred in the dematerialised form only; d) The investor should ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a member of the Syndicate; e) The investor should ensure that he / she have been given a TRS for all your Bid options; and f) The investor should submit revised Bids to the same member of the Syndicate through whom the original Bid was placed and obtain a revised TRS. g) The Investor should ensure that he/she mentions his/her Permanent Account Number (PAN) allotted under the I.T. Act where the maximum Bid for Equity Shares by a Bidder is for a total value of Rs. 50,000 or more. In case neither the PAN nor the GIR number has been allotted, the investor should mention Not allotted in the appropriate place.

Donts: a) The investor should not Bid lower than the minimum Bid size; b) The investor should not Bid/ revise Bid price to less than the lower end of the price band or higher than the higher end of the price band; c) The investor should not Bid on another Bid-cum-Application Form after he / she has submitted a Bid to the members of the Syndicate; d) The investor should not pay the Bid amount in cash; e) The investor should not send Bid-cum-Application Forms by post; instead the investor should submit the same to a member of the Syndicate only; f) The investor should not Bid at cut off price (for QIBs and non-institutional bidders); g) The investor should not fill up the Bid-cum-Application Form such that the Equity Shares bid for exceeds the Offer size and/ or investment limit or maximum number of Equity Shares that can be held under the applicable laws or regulations or the maximum amount permissible under the applicable regulations. h) The investor should not submit a Bid accompanied with stockinvest. i) The investor should not Bid if it is an OCB.

INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM Bidders can obtain Bid cum Application Forms and / or Revision Forms from the members of the Syndicate. Bids and Revisions of Bids Bids and revisions of Bids must be: (a) Made only in the prescribed Bid cum Application Form or Revision Form, as applicable ([white] colour for Resident Indians, [blue] colour for NRI, FII or Foreign Venture Capital Fund registered with SEBI applying on repatriation basis). (b) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained herein, in the Bid cum Application Form or in the Revision Form. Incomplete Bid cum Application Forms or Revision Forms are liable to be rejected. (c) The Bids from the Retail Individual Bidders must be for a minimum of [ ] Equity Shares and in multiples of [ ] thereafter subject to a maximum Bid Amount of Rs. 50,000/-. (d) For Non-institutional and QIB Bidders, Bids must be for a minimum of such number of Equity Shares that the Bid Amount exceeds or equal to Rs. 50,000. And in multiple of [ ] Equity Shares thereafter.

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Bids cannot be made for more than the Offer size. Bidders are advised to ensure that a single Bid from them should not exceed the investment limits or maximum number of shares that can be held by them under the applicable laws or regulations. (f) In single name or in joint names (not more than three, and in the same order as their Depository Participant details). (g) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

Bidders Bank Details Bidders should note that on the basis of name of the Bidders, Depository Participants name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository the Bidders bank account details. These Bank Account details would be printed on the refund order, if any, to be sent to Bidders. Hence, Bidders are advised to immediately update their Bank Account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to Bidders at the Bidders sole risk.

Bidders Depository Account Details IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY PARTICIPANTS NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM. Bidders should note that on the basis of name of the Bidders, Depository Participants name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository demographic details of the Bidders such as address, bank account details for printing on refund orders and occupation (hereinafter referred to as Demographic Details). Hence, Bidders should carefully fill in their Depository Account details in the Bid-cum-Application Form. These Demographic Details would be used for all correspondence with the Bidders including mailing of the refund orders/ CANs/Allocation Advice and printing of Bank particulars on the refund order and the Demographic Details given by Bidders in the Bid-cum-application Form would not be used for these purposes by the Registrar. Hence, Bidders are advised to update their Demographic Details as provided to their Depository Participants. By signing the Bid-cum-Application Form, Bidder would have deemed to authorise the depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. Refund Orders/Allocation Advice/CANs would be mailed at the address of the Bidder as per the Demographic Details received from the Depositories. Bidders may note that delivery of refund

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orders/allocation advice/CANs may get delayed if the same once sent to the address obtained from the depositories are returned undelivered. In such an event, the address and other details given by the Bidder in the Bid cum Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at the Bidders sole risk. In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the Bidders (including the order of names of joint holders), the Depository Participants identity (DP ID) and the beneficiarys identity, then such Bids are liable to be rejected.

Bids under Power of Attorney In case of Bids made pursuant to a Power of Attorney or by limited companies, corporate bodies, registered societies, a certified copy of the Power of Attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the Memorandum and Articles of Association and/or Bye Laws must be lodged along with the Bid cum Application Form. Failing this, the Company and the Selling Shareholders reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor. In case of Bids made pursuant to a Power of Attorney by FIIs, a certified copy of the Power of Attorney or the relevant resolution or authority, as the case may be, along with a certified copy of their SEBI registration certificate must be lodged along with the Bid cum Application Form. Failing this, the Company and the Selling Shareholders reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor. In case of Bids made by insurance companies registered with the Insurance Regulatory and Development Authority, a certified copy of certificate of registration issued by Insurance Regulatory and Development Authority must be lodged along with the Bid cum Application Form. Failing this, the Company and the Selling Shareholders reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor. In case of Bids made by provident funds with minimum corpus of Rs. 250 mn and pension funds with minimum corpus of Rs. 250 mn, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be lodged along with the Bid cum Application Form. Failing this, the Company and the Selling Shareholders reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor. The Company and the Selling Shareholders,in their absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the Power of Attorney along with the Bid cum Application form, subject to such terms and conditions that the Company and the Selling Shareholders /the BRLMs may deem fit. Bids by NRIs NRI Bidders to comply with the following: 1. 2. Individual NRI Bidders can obtain the Bid cum Application Forms from the Registered Office, the Mumbai Office, members of the Syndicate or the Registrar to the Offer. NRI Bidders may please not e that only such Bids as are accompanied by payment in free foreign exchange shall be considered for allotment. NRIs who intend to make payment through Non- Resident Ordinary (NRO) accounts shall use the Bid cum Application Form meant for Resident Indians ([White] in color).

Bids by Non Residents, NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI on a repatriation basis Bids and revision to Bids must be made:

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1. 2. 3.

4. 5.

On the Bid cum Application Form or the Revision Form, as applicable (blue in color), and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein. In a single name or joint names (not more than three). NRIs for a Bid Amount of up to Rs. 50,000 would be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount of more than Rs. 50,000 would be considered under Non-Institutional Portion for the purposes of allocation; by FIIs for a minimum of such number of Equity Shares and in multiples of [ ] thereafter that the Bid Amount exceeds Rs. 50,000. For further details see Maximum and Minimum Bid Size on page 183 of this Draft Red Herring Prospectus. In the names of individuals, or in the names of FIIs but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and / or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into U.S. Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid cum Application Form. The Company and the Selling Shareholders will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency.

It is to be distinctly understood that there is no reservation for Non Residents, NRIs, FIIs and Foreign Venture Capital Funds and all Non Residents, NRI, FII and Foreign Venture Capital Funds applicants will be treated on the same basis with other categories for the purpose of allocation. As per the extant policy of the Government of India, OCBs cannot participate in this Offer. PAYMENT INSTRUCTIONS The Company and the Selling Shareholders shall open Escrow Accounts with the Escrow Collection Bank(s) for the collection of the Bid Amounts payable upon submission of the Bid cum Application Form and for amounts payable pursuant to allocation in the Offer. Each Bidder shall draw a cheque or demand draft for the amount payable on the Bid and/or on allocation as per the following terms:

PAYMENT INTO ESCROW ACCOUNT (i) The Bidders for whom the applicable margin is equal to 100% shall, with the submission of the Bid cum Application Form draw a payment instrument for the Bid Amount in favour of the Escrow Account and submit the same to the members of the Syndicate. In case the above Margin Amount paid by the Bidders during the Bidding Period is less than the Offer Price multiplied by the Equity Shares allocated to the Bidder, the balance amount shall be paid by the Bidders into the Escrow Account within the period specified in the CAN which shall be subject to a minimum period of two days from the date of communication of the allocation list to the members of the Syndicate by the BRLMs. The payment instruments for payment into the Escrow Account should be drawn in favour of: (a) In case of Resident Bidders: Escrow Account GDL IPO (b) In case of Non Resident Bidders: Escrow Account GDL IPO--NR ? In case of Bids by NRIs applying on repatriation basis, the payments must be made through Indian Rupee Drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in

(ii)

(iii)

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Non-Resident External (NRE) Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance. Payment will not be accepted out of Non-Resident Ordinary (NRO) Account of Non-Resident Bidder bidding on a repatriation basis. Payment by drafts should be accompanied by Bank Certificate confirming that the draft has been issued by debiting to NRE or FCNR Account. ? In case of Bids by FIIs, the payment should be made out of funds held in Special Rupee Account along with documentary evidence in support of the remittance. Payment by drafts should be accompanied by Bank Certificate confirming that the draft has been issued by debiting to Special Rupee Account.

(iv)

Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for, the excess amount, if any, paid on bidding, after adjustment towards the balance amount payable on the Equity Shares allocated, will be refunded to the Bidder from the Escrow Account of the Company. The monies deposited in the Escrow Account of the Company will be held for the benefit of the Bidders till the Designated Date.

(v)

On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account of the Company as per the terms of the Escrow Agreement into the Offer Account with the Bankers to the Offer. On the Designated Date and no later than 15 days from the Bid/Offer Closing Date, the Escrow Collection Bank shall also refund all amounts payable to unsuccessful Bidders and also the excess amount paid on Bidding, if any, after adjusting for allocation to the Bidders Payments should be made by cheque, or demand draft drawn on any Bank (including a Co-operative Bank), which is situated at, and is a member of or sub-member of the bankers clearing house located at the centre where the Bid cum Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ Stockinvest/Money Orders/ Postal orders will not be accepted.

Payment by Stockinvest In terms of the Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5, 2003, the option to use the stockinvest instrument in lieu of cheques or bank drafts for payment of Bid money has been withdrawn. SUBMISSION OF BID CUM APPLICATION FORM All Bid cum Application Forms or Revision Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. Member of the Syndicate may at its sole discretion waive the requirement of payment at the time of submission of the Bid cum Application Form and Revision Form. No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or Revision Form. However, the collection center of the members of the Syndicate will acknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid cum Application Form for the records of the Bidder.

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OTHER INSTRUCTIONS Joint Bids in the case of Individuals Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made out in favour of the Bidder whose name appears first in the Bid cum Application Form or Revision Form. All communications will be addressed to the First Bidder and will be dispatched to his or her address. Multiple Bids A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same. In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.

The Company and the Selling Shareholders reserve the right to reject, in their absolute discretion, all or any multiple Bids in any or all categories. PAN or GIR Number Where the maximum Bid for Equity Shares by a Bidder is for the total value of Rs. 50,000 or more, i.e. the actual numbers of Equity Shares Bid for multiplied by the Bid Amount is Rs. 50,000 or more, the Bidder or, in the case of a Bid in joint names, each of the Bidders should mention his or her Permanent Account Number (PAN) allotted under the I.T. Act or where the same has not been allotted, the General Index Register (GIR) Number and the Income-Tax Circle, Ward or District. In case neither the PAN nor the GIR number has been allotted, the Bidders must mention Not allotted in the appropriate place. Bid cum Application Forms without this information will be considered incomplete and are liable to be rejected. RIGHT TO REJECT BIDS The Company, the Selling Shareholders and the BRLMs reserve the right to reject any Bid without assigning any reason therefor in case of QIBs. In case of Non-Institutional Bidders and Retail Individual Bidders, the Company and the Selling Shareholders have a right to reject Bids based on technical grounds. Consequent refunds shall be made by cheque or pay order or draft and will be sent to the Bidders address at the Bidders risk. GROUNDS FOR TECHNICAL REJECTIONS Bidders are advised to note that Bids are liable to be rejected on among others on the following technical grounds: 1. Amount paid doesnt tally with the highest number of Equity Shares bid for; 3. Age of First Bidder not given; 4. Bid by minor; 5. PAN or GIR Number not given if Bid is for Rs. 50,000 or more; 6. Bids for lower number of Equity Shares than specified for that category of investors; 7. Bids at a price less than lower end of the Price Band; 8. Bids at a price more than the higher end of the Price Band; 9. Bids at Cut Off Price by Non-Institutional and QIB Bidders; 10. Bids for number of Equity Shares which are not in multiples of [ ]; 11. Category not ticked;

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12. 13. 14. 15. 16. 17. 18.

19.

20. 21.

Multiple Bids as defined elsewhere; In case of Bid under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted; Bids accompanied by Stockinvest / Money Order / Postal Order / Cash; Signature of sole and / or joint Bidders missing; Bid cum Application Forms does not have the stamp of the BRLMs or Syndicate Members; Bid cum Application Forms does not have Bidders depository account details; Bid cum Application Forms are not delivered by the Bidders within the time prescribed as per the Bid cum Application Forms, Bid/Offer Opening Date advertisement and this Draft Red Herring Prospectus and as per the instructions in this Draft Red Herring Prospectus and the Bid cum Application Forms; In case no corresponding record is available with the Depositories that matches three parameters namely, names of the Bidders (including the order of names of joint holders), the depositary participants identity (DP ID) and the beneficiarys identity; Bids for amounts greater than the maximum permissible amounts prescribed by the regulations see the details regarding the same at page 175 of this Draft Red Herring Prospectus; Bids by OCBs;

EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL OR CDSL As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Offer shall be allotted only in a de-materialised form, (i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, two agreements have been signed among theCompany, the respective Depositories and the Registrar to the Offer: a) an agreement dated September 08, 2004 with NSDL, the Company, and Registrar to the Offer; b) an agreement dated August 18,2004 with CDSL, the Company, and Registrar to the Offer. All Bidders can seek Allotment only in dematerialised mode. Bids from any Bidder without relevant details of his or her depository account are liable to be rejected. a) A Bidder applying for Equity Shares must have at least one beneficiary account with either of the Depository Participants of either NSDL or CDSL prior to making the Bid. The Bidder must necessarily fill in the details (including the Beneficiary Account Number and Depository Participants Identification number) appearing in the Bid cum Application Form or Revision Form. Equity Shares allotted to a successful Bidder will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the Bidder Names in the Bid cum Application Form or Revision Form should be identical to those appearing in the account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository. If incomplete or incorrect details are given under the heading Bidders Depository Account Details in the Bid cum Application Form or Revision Form, it is liable to be rejected. The Bidder is responsible for the correctness of his or her demographic details given in the Bid cum Application Form vis--vis those with his or her Depository Participant.

b)

c)

d)

e)

f)

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g)

It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL and CDSL. All the Stock Exchanges where the Equity Shares are proposed to be listed have electronic connectivity with CDSL and NSDL. The trading of the Equity Shares of the Company would be in dematerialised form only for all investors in the demat segment of the respective Stock Exchanges.

h)

COMMUNICATIONS All future communications in connection with Bids made in this Offer should be addressed to the Registrar to the Offer quoting the full name of the sole or First Bidder, Bid cum Application Form number, details of Depository Participant, number of Equity Shares applied for, date of bid form, name and address of the member of the Syndicate where the Bid was submitted and cheque or draft number and issuing bank thereof. Undertaking by the Company The Company undertakes as follows: that the complaints received in respect of this Offer shall be attended to expeditiously and satisfactorily; that all steps will be taken for the completion of the necessary formalities for listing and commencement of trading at all the stock exchanges where the Equity Shares are proposed to be listed within seven working days of finalisation of the basis of allotment; that the funds required for despatch of refund orders or allotment advice by registered post or speed post shall be made available to the Registrar to the Offer; that the refund orders or allotment advice to the NRIs or FIIs shall be despatched within specified time; that no further issue of Equity Shares shall be made till the Equity Shares issued through this Red Herring Prospectus are listed or until the bid monies are refunded on account of non-listing, undersubscription etc. Undertaking by the Selling Shareholders The Selling Shareholder undertakes as follows: the Equity Shares being sold pursuant to the Offer for Sale are free and clear of any liens or encumbrances, and shall be transferred to the successful Bidders within the specified time; 1. that the complaints received in respect of this Issue shall be attended to by the Selling Shareholder expeditiously and satisfactorily. The Selling Shareholder has authorized the Company Secretary and Compliance Officer and the Registrar to the Issue to redress complaints, if any, of the investors; that all steps will be taken for the completion of the necessary formalities for listing and commencement of trading at all the stock exchanges where the Equity Shares are proposed to be listed within seven working days of finalisation of the basis of allocation; that the funds required for dispatch of refund orders or allotment advice by registered post or speed post shall be made available to the Registrar to the Issue by the Selling Shareholder; that the refund orders or Allotment advice to all the successful Bidders shall be dispatched within specified time; and that no further offer of Equity Shares shall be made till the Equity Shares offered through this Red Herring Prospectus are listed or until the Bid monies are refunded on account of non-listing, undersubscription etc. Utilisation of Offer proceeds The Board of Directors of the Company certify that:

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all monies received out of the Fresh Issue shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Companies Act; details of all monies utilised out of Fresh Issue referred above shall be disclosed under an appropriate separate head in the balance sheet of the Company indicating the purpose for which such monies have been utilised; and details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under the appropriate separate head in the balance sheet of the Company indicating the form in which such unutilised monies have been invested.

The Company and the Selling Shareholders shall not have recourse to the Offer proceeds until approval for trading of Equity Shares from all the stock exchanges where listing is sought is received. The Company shall pay to the Selling Shareholders proceeds arising from the Offer for Sale forthwith on the same being permitted to be released in accordance with the SEBI regulations and the Companies Act, being no later than two business days after receipt of approval for trading of Equity Shares from all the stock exchanges where listing is sought. DISPOSAL OF APPLICATIONS AND APPLICATIONS MONEY The Company and the Selling Shareholders shall ensure dispatch of allotment advice, transfer advice, refund orders and give benefit to the Beneficiary Account with Depository Participants and submit the documents pertaining to the allotment to the Stock Exchanges within 2 (two) working days of date of finalisation of allotment of Equity Shares. The Company and the Selling Shareholders shall dispatch refund orders, if any, of value up to Rs. 1,500, Under Certificate of Posting, and shall dispatch refund orders above Rs. 1,500, if any, by Registered Post or Speed Post at the sole or First Bidders sole risk. The Company and the Selling Shareholders shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within 7 (seven) working days of finalisation of the basis of allotment. In accordance with the Companies Act, the requirements of the Stock Exchanges and SEBI Guidelines the Company and the Selling Shareholders further undertake that: 1. allotment of Equity Shares shall be made only in dematerialised form within 15 (fifteen) days of the Bid/Offer Closing Date; 2. dispatch refund orders within 15 (fifteen) days of the Bid/Offer Closing Date would be ensured; and 3. the Company and in case of the allotment the Selling Shareholders shall pay interest at 15% (fifteen) per annum (for any delay beyond the 15 (fifteen)-day time period as mentioned above), if allotment is not made and refund orders are not dispatched and/or demat credits are not made to investors within the 15 (fifteen)-day time prescribed above as per the Guidelines issued by the Government of India, Ministry of Finance pursuant to their letter No. F/8/S/79 dated July 31, 1983, as amended by their letter No. F/14/SE/85 dated September 27, 1985, addressed to the stock exchanges, and as further modified by SEBIs Clarification XXI dated October 27, 1997, with respect to the SEBI Guidelines. Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centers will be payable by the Bidders.

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STATUTORY AND OTHER INFORMATION Consents Consents in writing of: (a) the Directors, the Company Secretary, the Auditors, legal advisor, Bankers to the Company, Escrow Collection Banks and Bankers to the Offer; and (b) Book Running Lead Managers to the Offer, Syndicate Members and Registrars to the Offer, to act in their respective capacities, have been obtained and filed along with a copy of the Draft Red Herring Prospectus with the RoC as required under Section 60 and 60B of the Companies Act and such consents have not been withdrawn up to the time of delivery of the Red Herring Prospectus for registration with the RoC. Price Waterhouse, chartered accountants, the statutory auditors of the Company have given their written consent to the inclusion of their report in the form and context in which it appears in the Draft Red Herring Prospectus and such consent and report has not been withdrawn up to the time of delivery of the Red Herring Prospectus for registration to the RoC. Rakesh Garg & Associates, chartered accountants, have given their written consent to the tax benefits accruing to the Company and its members in the form and context in which it appears in the Draft Red Herring Prospectus and has not withdrawn the same up to the time of delivery of the Red Herring Prospectus for registration to the RoC. Minimum Subscription If the Company does not receive the minimum subscription of 90% of the Fresh Issue amount including devolvement of the Syndicate, if any, within 60 days from the Offer Closing Date, the Company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the Company becomes liable to pay the amount, the Company shall pay interest @ 15% per annum. If the number of allottees in the proposed Offer is less than 1,000, the Company shall forthwith refund the entire subscription amount received. If there is a delay beyond 15 days after the Company becomes liable to pay the amount, the Company shall pay interest at the rate of 15% per annum for the delayed period.

Method of Redressal of Investor Grievances See the Section titled Other Regulatory Disclosures - Mechanism Evolved for Redressal of Investor Grievances on page 174 of this Draft Red Herring Prospectus. Expert Opinion Save as stated elsewhere in the Draft Red Herring Prospectus, the Company has not obtained any expert opinions. Changes in Auditors during the last three years and reasons thereof There has been no change in the statutory auditors of the Company in the last three years. Basis of Allocation A. For Retail Individual Bidders Bids received from the Retail Individual Bidders at or above the Offer Price shall be grouped together to determine the total demand under this portion. The Allotment to all the successful Retail Individual Bidders will be made at the Offer Price.

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The Offer size less allocation to Non-Institutional and QIB Bidders shall be available for allocation to Retail Individual Bidders who have bid in the Offer at a price that is equal to or greater than the Offer Price. If the aggregate demand in this category is less than or equal to 5,250,000 Equity Shares at or above the Offer Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their demand. If the aggregate demand in this category is greater than 5,250,000 Equity Shares at or above the Offer Price, the allocation shall be made on a proportionate basis up to a minimum of [ ] Equity Shares and in multiples of one Equity Share thereafter. For the method of proportionate basis of allocation, refer below.

B. For Non-Institutional Bidders Bids received from Non-Institutional Bidders at or above the Offer Price shall be grouped together to determine the total demand under this portion. The Allotment to all successful Non-Institutional Bidders will be made at the Offer Price. The Offer size less allocation to QIB Bidders and Retail Portion shall be available for allocation to Non-Institutional Bidders who have bid in the Offere at a price that is equal to or greater than the Offer Price. If the aggregate demand in this category is less than or equal to 5,250,000 Equity Shares at or above the Offer Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand. In case the aggregate demand in this category is greater than 5,250,000 Equity Shares at or above the Offer Price, allocation shall be made on a proportionate basis up to a minimum of [] Equity Shares and in multiples of one Equity Share thereafter. For the method of proportionate basis of allocation refer below.

C. For QIB Bidders Bids received from the QIB Bidders at or above the Offer Price shall be grouped together to determine the total demand under this portion. The allocation to all the QIB Bidders will be made at the Offer Price. The Offer size less allocation to Non-Institutional Portion and Retail Portion shall be available for allocation to QIB Bidders who have bid in the Offer at a price that is equal to or greater than the Offer Price. The allocation would be decided by the Company and the Selling Shareholders in consultation with the BRLMs and would be at our sole discretion, based on various factors, such as quality of the Bidder, size, price and date of the Bid. The aggregate allocation to QIB Bidders shall not be more than 10,500,000 Equity Shares.

Method of Proportionate basis of allocation in the Retail and Non Institutional portions Bidders will be categorized according to the number of Equity Shares applied for by them. (a) The total number of Equity Shares to be Allotted to each portion as a whole shall be arrived at on a proportionate basis, which is the total number of Equity Shares applied for in that portion (number of

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Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-subscription ratio. (b) Number of Equity Shares to be Allotted to the successful Bidders will be arrived at on a proportionate basis, which is total number of Equity Shares applied for by each Bidder in that portion multiplied by the inverse of the over-subscription ratio. In all Bids where the proportionate Allotment is less than [ ] Equity Shares per Bidder, the Allotment shall be made as follows: Each successful Bidder shall be Allotted a minimum of [ ] Equity Shares; and The successful Bidders out of the total Bidders for a portion shall be determined by draw of lots in a manner such that the total number of Equity Shares Allotted in that portion is equal to the number of Equity Shares calculated in accordance with (b) above; and. If the proportionate Allotment to a Bidder is a number that is more than [ ] but is a fraction, the fraction would be rounded off to the higher whole number if that decimal is 0.5 or higher. If that number is lower than 0.5, it would be rounded off to the lower whole number. Allotment to all Bidders in such categories would be arrived at after such rounding off. If the Equity Shares allocated on a proportionate basis to any portion are more than the Equity Shares allotted to the Bidders in that category, the remaining Equity Shares available for Allotment shall be first adjusted against any other portion, where the Equity Shares are not sufficient for proportionate Allotment to the successful Bidders in that portion. The balance Equity Shares, if any, remaining after such adjustment will be added to the portion comprising Bidders applying for minimum number of Equity Shares. Expenses of the Offer The expenses of the Offer payable by the Company inclusive of brokerage, fees payable to the BRLMs, Syndicate Members, other advisors to the Offer, fees of legal advisors, stamp duty, printing, publication, advertising and distribution expenses, bank charges, fees payable to the Registrars to the Offer, listing fees and other miscellaneous expenses is estimated to be approximately [.] % of the Offer size. [to be updated before ROC filing] Fees Payable to the Book Running Lead Managers The total fees payable to the BRLMs will be as per the terms of appointment letter, offered by the Company. A copy of the terms of appointment letter and the memorandum of understanding signed amongst the Company and the BRLMs, is available for inspection at the registered office of the Company. Fees Payable to the Registrar to the Offer The fees payable to the Registrar to the Offer will be as per the Memorandum of Understanding signed with the Company, a copy of which is available for inspection at the Registered Office of the Company. The Registrar will be reimbursed for all relevant out-of-pocket expenses including such as cost of stationery, postage, stamp duty, communication expenses. Adequate funds will be provided to the Registrar to the Offer to enable them to send refund orders or allocation advice by registered post/ Speed Post. Refund orders up to Rs. 1500/- would be sent under certificate of posting. Underwriting Commission, Brokerage and Selling Commission The underwriting commission and selling commission for the Offer is as set out in the Syndicate Agreement amongst the Company, the BRLMs and Syndicate Members.

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The underwriting commission shall be paid as set out in the Syndicate Agreement based on the Offer Price and amount underwritten in the manner mentioned elsewhere in the Red Herring Prospectus. Commission and Brokerage on Previous Offers Except as stated elsewhere in the Draft Red Herring Prospectus, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares of the Company since its inception. Outstanding Debenture or Bond Offers As of date, the Company does not have any outstanding debenture or bond offers. Previous rights and public issues The Company has not made any previous public or rights issues either in India or aboard in the five years preceeding the date of this Draft Red Herring Prospectus. Outstanding Preference Shares As of date, the Company does not have any outstanding preference shares. Capitalisation of Reserves or Profits Save as disclosed in this Draft Red Herring Prospectus, the Company has not capitalised its reserves or profits at any time since its inception. Issue of Shares otherwise than for Cash The Company has not issued any Equity Shares for consideration otherwise than for cash. Option to Subscribe Equity shares being issued through this Draft Red Herring Prospectus can be applied for in dematerialised form only. Purchase of Property No property which the Company has purchased or acquired or propose to purchase or acquire which is to be paid for wholly or partly out of the proceeds of the present Offer or the purchase or acquisition of which has not been completed on the date of this Draft Red Herring Prospectus, other than property in respect of which: the contracts for the purchase or acquisition were entered into in the ordinary course of the business, and the contracts were not entered into in contemplation of the Offer nor is the Offer contemplated in consequence of the contracts; or the amount of the purchase money is not material. Except as elsewhere stated in this Draft Red Herring Prospectus, the Company has not purchased any property in which any of its promoters and/or Directors, have any direct or indirect interest in any payment made thereof.

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Terms of Appointment of Directors & their Remuneration Mr. Prem Kishan Gupta, Deputy Chairman & Managing Director Mr. Prem Kishan Gupta was appointed as the Managing Director of the Company for a period of five years with effect from July 20, 2001 in accordance with the resolution passed in the AGM of Gateway Distriparks Limited held on September 27, 2001 In accordance to the resolution passed at the Extra-ordinary General Meeting of Gateway Distriparks Limited held on June 16, 2004 Mr. Prem Kishan Gupta, Managing Director, is entitled to commission as per the terms and conditions set out below: Commission : Such amount not exceeding five percent of the net profits of the Company (calculated in accordance with the provisions of Sections 349 and 350 of the Act) for the financial year concerned. Commission amounting to Rs. 0.85 mn was paid to Mr. Prem Kishan Gupta for the financial year ended March 31, 2004. Other Directors At the EGM of Gateway Distriparks Limited held on June 16, 2004, it was resolved to pay such amount not exceeding 1% of the net profits of the Company (calculated in accordance with the provisions of Sec 349 & 350 of the Act.) for the financial year to all, some or any of the Non whole-time directors, as may be decided by the Board of Directors. In the Board meeting held on June 16, 2004, it was decided to pay Mr. Gopinath Pillai, Chairman and Mr. Shabbir Hassanbhai an amount of Rs.1.25 mn and Rs. 0.65 mn as commission, for the financial year ended March 31, 2004 The independent Directors on the Board are entitled to sitting fees of Rs. 5000/- each per board meeting and committee meeting attended, apart from actual boarding and lodging expenses. The independent directors may also be paid commission and any other amounts as may be decided by the Board in accordance with the provisions of the Companies Act and any other applicable Indian laws and regulations. Interest of Promoters and Directors Except as stated in Related Party Transactions on page 157 of the Draft Red Herring Prospectus, the Promoter, [ ], do not have any interest in the Company's business except to the extent of investments made by them in the Company and earning returns thereon. Borrowing Powers of Directors The Shareholders have empowered the Board of Directors to borrow up to the limit of Rs.1000 mn vide General meeting resolution dated September 09, 2004. Revaluation of Assets The Company has not revalued any of the Company's assets since its inception. Classes of Shares The Company's authorised capital is Rs.900 mn, which is divided into 90 mn Equity Shares of Rs. 10 each.

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Payment or Benefit to Promoters or Officers of the Company Except as stated otherwise in this Draft Red Herring Prospectus, no amount or benefit has been paid or given within the two preceding years or is intended to be paid or given to any of the Promoters or officers except the normal remuneration for services rendered as Directors, officers or employees.

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MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION CAPITAL, INCREASE AND REDUCTION IN CAPITAL Article 5 The Authorised Capital of the Company is Rs. 90,00,00,000/- (Rupees Ninety Crores only) divided into 9,00,00,000 (Nine Crores) Equity Shares of Rs.10/- (Ten only) each. The Company in General Meeting may, from time to time, increase the capital by the creation of new Shares, such increase to be of such aggregate amount and to be dividend into Shares of such respective amounts as the resolution shall prescribe. Subject to the provisions of the Act, any Shares of the original or increased capital shall be issued upon such terms and conditions and with such rights and privileges annexed thereto, as the General Meeting resolving upon the creation thereof, shall direct, and if no direction be given, as the Board shall determine and in particular, such Shares may be issued with a preferential or qualified right to dividends, and in the distribution of assets of the Company, and with a right of voting at general meetings of the Company in conformity with the applicable provisions of the Act. Whenever the capital of the Company has been increased under the provisions of this Article, the Board shall comply with the provisions of Section 97 of the Act. Article 5A Subject to the provisions of Section 79A and other applicable provisions, if any of the Companies Act, 1956 and subject to the rules, regulations, clarifications and guidelines may be issued by the Central Government and/ or any other regulatory authorities in this regard, from time to time, the company may offer Employees Stock Options to employees and directors of the Company, on such terms and conditions and for such consideration or otherwise as may be approved by the Members from time to time.

Article 6 Subject to the provisions of the Act and these Articles, the shares (including any shares forming part of any increased capital of the Company) in the capital of the company for the time being shall be under the control of the Board of Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provisions of Section 79 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the company in the General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the company on payment in full or part of any property sold and transferred or for any services rendered to the company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares. Provided that the option or right to call of shares shall not be given to any person or persons without the sanction of the company in the General Meeting.

Article 7 Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new Shares shall be considered as part of the existing capital and shall be subject to the provision herein contained with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise. Article 11 Subject to the provisions of these Articles and Sections 78, 80 and 100 to 105 (both inclusive), of the Act, the Company may from time to time, by Special Resolution, reduce its capital and any Capital Redemption Reserve Fund or other Premium account in any manner for the time being authorised by law, and in

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particular capital may be paid off on the footing that it may be called up again or otherwise. This Article is not to derogate from any power the Company would have if it were omitted.

Article 12 Subject to the provisions of these Articles and Section 94 of the Act, the Company in General Meeting may from time to time, consolidate and divide or sub-divide its Shares, or any of them, and the resolution whereby any Share is sub-divided, may determine that, as between the holders of the Shares resulting from such sub-division one or more of such Shares shall have some preference or special advantage with regards dividend, capital or otherwise over or as compared with the others or other. Subject as aforesaid the Company in General Meeting may also cancel Shares which have not been taken or agreed to be taken by any person and diminish the amount of its Share capital by the amount of the Shares so cancelled.

Article 13 Whenever the Capital, by reason of the issue of preference shares or otherwise, is divided into different classes of Shares, all or any of the rights and privileges attached to each class may, subject to the provisions of Sections 106 and 107 of the Act, be modified, commuted, affected or abrogated, or dealt with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by holders of at least three-fourths in nominal value of the issued Shares of the class or is confirmed by a Special Resolution passed at a separate General Meeting of the holders of Shares of that class and all the provisions hereinafter contained as to General Meetings shall mutatis mutandis apply to every such meeting. This article is not to derogate from any power the Company would have if this Article were omitted. UNDERWRITING AND BROKERAGE Article 25 Subject to the provisions of Sections 76 of the Act the Company may at anytime pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolute or conditional) for any Shares and debentures in the Company, but so that the commission shall not exceed in case of the Shares 5% of the price at which the Shares are issued and in the case of debentures 2.5% of the price at which the debentures are issued. Such commission may be satisfied by the payment of cash or by allotment of fully or partly paid Shares partly in one way and partly in the other. Article 26 The Company may pay a reasonable sum for brokerage.

CALLS Article 28 The Directors may, from time to time, subject to the terms on which any Shares, may have been issued, make such calls as they think fit upon the members in respect of all moneys unpaid on the Shares held by them respectively, and not by the conditions of allotment thereto made payable at fixed times, and each member shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Directors. A call may be made payable by installments.

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Article 30 A call is deemed to have been made at the time when the resolution authorising such call was passed at a meeting of the Board.

Article 34 If the sum payable in respect of any call or installment be not paid on or before the day appointed for the payment thereof, the holder for the time being of the Share in respect of which the call shall have been made or the installments shall be due, shall pay interest for the same at the rate of 12 (Twelve) per cent per annum from the day appointed for the payment thereof to the actual payment thereof at such other rate as the Directors may determine but they shall have power to waive the payment thereof wholly or in part.

Article 36 The Board may, if it thinks fit, receive from any member willing to advance the same, all or any part of the money due upon the Shares held by him beyond the sums actually called for, and upon the moneys so paid or satisfied in advance, or so much thereof as, from time to time, exceeds the amount of call then made upon the Share in respect of which such advance has been made, the Company may pay interest at such rate not exceeding, unless the Company in general meeting shall otherwise direct, at the rate of nine per cent per annum or at such other rate as the Directors may determine and on the member paying such sum as advance and the Board agreeing upon. The money so paid in excess of the amount of call shall not rank for dividends or confer a right to participate in profits. The Board may at any time repay the amounts so advanced upon giving such member not less than three months notice in writing.

FORFEITURE AND LIEN Article 38 If any member fails to pay any call or installment on or before the day appointed for the payment of the same, the Directors may at any time thereafter, during such time as the call or installment remains unpaid, serve notice on such member requiring him to pay the same together with any interest that may have accrued and expenses, that may have been incurred by the Company by reason of such non-payment.

Article 39 The notice shall name a day (not being less than 30 (Thirty) days from the date of the notice) and a place or places on and at which such call or installment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time, and at the place or places appointed, the Shares in respect of which such call was made or installment is payable will be liable to be forfeited.

Article 40 If the requirement of any such notice as aforesaid be not complied with, any Shares in respect of which such notice has been given may, at any time thereafter before payment of all calls or installments, interest and expenses due in respect thereof, be forfeited by a resolution of the Directors to that effect, such forfeiture shall include all dividends declared in respect of the forfeited Shares not actually paid before the forfeiture. Neither the receipt by the Company of a portion of any money which shall, from time to time, be due from any member of the Company in respect of the payment of any such money shall preclude the Company from thereafter proceeding to enforce a forfeiture of such Share as herein provided.

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Article 41 When any Share shall have been so forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.

Article 42 Any Share so forfeited shall be deemed to be the property of the Company, and the Directors may sell, reallot, or otherwise dispose off either to the original holder thereof or to any other person upon such terms and in such manner as they think fit.

Article 43 The Directors may, at any time before any Share so forfeited shall be sold, re-allotted or otherwise disposed off, annul the forfeiture thereof upon such conditions, as they think fit.

Article 44 Any member whose Shares have been forfeited shall notwithstanding such forfeiture, be liable to pay and shall forthwith pay to the Company all calls, installments, interest and expenses, owing upon or in respect of Shares, at the time of all installments interest on the forfeiture together with interest thereupon, from the time of the forfeiture until payment, at 12 (Twelve) per cent per annum or such other rate as the Directors may determine and the Directors may enforce the payment thereof without any deduction of allowance for the value of Shares at the time of forfeiture but shall not be under any obligation to do so. The liability of such person shall cease if and when the company shall have received payment in full of all such moneys in respect of the Shares.

Article 45 The provisions of these regulations as to forfeiture shall apply in the case of non payment of any sum which, by the terms of the issue of the Share, become payable at a fix time whether on account of the nominal value of Share or by way of the premium, as if the same had been payable by virtue of a call duly made and notified.

Article 46 The forfeiture of a Share shall involve the extinction of all interest in and also of all claims and demands against the Company in respect of the Share, and all other rights incidental to the Share except only such of those rights as by these Articles are expressly saved.

Article 48 A The Company shall have a first and paramount lien upon all shares and/or debentures (other than fully paid-up shares) registered in the name of each member whether solely or jointly with others and upon the proceeds of sale thereof, for all monies including his debts, liabilities and engagements solely or jointly

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with any other person to or with the Company (whether presently payable or not) called or payable at a fixed time in respect of such shares and no equitable interest in any such share shall be created except upon the footing and condition that this Article is to have full legal effect. Any such lien shall extend to all dividends and bonuses from time to time, declared in respect of such shares. The Directors may at any time declare any shares/debentures wholly or in part to be exempt from the provisions of this clause.

Article 49 For the purpose of enforcing such lien, the Directors may sell the Shares subject thereto in such manner as they think fit, but no sale shall be made until such period as aforesaid shall have elapsed and until notice in writing of the intention to sell shall have been served on such member, his executors or administrators or his legal representative committee, curator boons or other person recognised by the Company as entitled to represent such member and default shall have been made by him or them in the payment of the sum payable as aforesaid for thirty days after such notice. The net proceeds of any such sale shall be applied in or towards satisfaction of such part of the amount in respect of which the lien exists as is presently payable by such member, and the residual (if any) be paid to such member, his executors, administrators or other representatives or persons so recognized as aforesaid.

Article 51 Where the Directors in that behalf herein contained sell any Shares under the powers and the certificate thereof has not been delivered to the Company by the former holders of the said Shares the Directors may issue new certificate in lieu of certificate not so delivered.

Article 52 Upon any sale, re-allotment or other disposal under the provisions of the preceding Article, the certificate or certificates originally issued in respect of the relative Shares shall (unless the same on demand by the Company have been previously surrendered to it by the defaulting Member) be null and void and of no effect, and the Directors shall be entitled to issue a new certificate or certificates in respect of the said Shares to the person or persons entitled thereto. TRANSFER AND TRANSMISSION OF SHARES Article 55 Subject to the provisions of the Act, no transfer of Shares shall be registered unless a proper instrument of transfer, in the form prescribed under Rule 5A of the Companies (Central Governments) General Rules and Forms, 1957, duly stamped and executed by or on behalf of the transferor or transferee has been delivered to the Company together with the certificate or certificates of the Shares, or if no such certificate is in existence along with the letter of allotment of Shares. The instrument of transfer of any Shares shall be signed both by or on behalf of the transferor and by or on behalf of transferee and the transferor shall be deemed to remain the holder of such Shares until the name of the transferee is entered in the Register in respect thereof.

Article 58 The Board, of Directors, after assigning reasons, may within one month from the date on which the instrument of transfer was delivered to the Company, refuse to register any transfer of a Share upon which the Company has a lien and, in the case of a Share not fully paid up, may refuse to register a transfer to a transferee of whom the Board does not approve.

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Provided that the registration of a transfer of Share shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company or any account whatsoever except when the Company has a lien on the shares. Transfer of shares / debentures in whatever lot shall not be refused.

Article 61 If the Directors refuse to register the transfer of any Shares, the Company shall, within one month from the date on which the instrument of transfer was lodged with the Company or intimation given, send to the transferor and the transferee or the person giving intimation of such transfer, notice of such refusal. Article 65 The executors or administrators or the holder of a succession certificate in respect of Shares of a deceased member (not being one of several joint-holders) shall be the only person whom the Company shall recognise as having any title to the Shares registered in the name of such member and, in case of the death of any one or more of the joint-holders of any registered Shares the survivors shall be only persons recognised by the Company as having any title to or interest in such Share but nothing contained herein shall be taken to release the estate of a deceased joint holder from any liability of Shares held by him jointly with any other person. Before recognising any legal representative or heir or a person otherwise claiming title to the Shares the Company may require him to obtain a grant of probate or letters of administration or succession certificate, or other legal representation, as the case may be from a competent Court, provided nevertheless that in any case where the Board in its absolute discretion think fit it shall be lawful for the Board to dispense with production of probate or letters of administration or a succession certificate or such other legal representation upon such terms as to indemnity or otherwise as the Board may consider desirable.

Article 67 1) Any person becoming entitled to a Share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided elect, either: to be registered himself as holder of the Share; or to make such transfer of the Shares as the deceased or insolvent member could have made. 2)The Board shall, in either case have the same right to decline or suspend registration, as it would have had, if the deceased or insolvent member had transferred the Share before his death or insolvency.

Article 69 A person becoming entitled to a Share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled to if he were the registered holder of the Share, except that he shall not, before being registered as a member in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company: Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Share, until the requirements of the notice have been complied with.

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BORROWING POWERS Article 86 Subject to the provisions of Section 292 and 293 of the Act and these Articles the Board may from time to time at its discretion by resolution passed at a meeting of the Board accept deposits from members, either in advance of calls or otherwise and generally raise or borrow or secure the payment of any sum or sums of money for the Company. Provided however where the moneys to be borrowed together with the moneys already borrowed (apart from temporary loans obtained from the Company's Bankers in the ordinary, course of Business) exceed the aggregate of the paid up capital of the company and its free reserves (not being reserves set apart for any specific purpose) the Board shall not borrow such moneys without the consent of the Company in General Meeting. Nevertheless no lender or other person dealing with the company shall be concerned to see or inquire whether this limit is observed.

Article 89 The Board may raise or secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit, and in particular, by the issue of bonds, perpetual or redeemable debentures or debenture-stock, or any mortgage, or other security on the undertaking of the whole or part of the property of the Company (both present and future), including its uncalled capital for the time being, provided that debentures with the rights to allotment of or conversion into Shares shall not be issued except with the sanction of the Company in general meeting and subject to the provisions of the Act.

GENERAL MEETINGS Article 104 In the case of equality of votes the Chairman shall both on a show of hands and a poll, have a casting vote in addition to the vote or votes to which he may be entitled as a member.

Article 106 The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year. All General Meetings other than Annual General Meeting shall be called Extraordinary General Meeting. The Annual General Meeting shall be held within six months after the expiry of each financial year provided that not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next. Nothing contained in the foregoing provisions shall be taken as affecting the right conferred on the Registrar under the provisions of Section 166(1) of the Act to extend the time within which any Annual General Meeting may be held. Every Annual General Meeting shall be called for a time during business hours, on a day that is not a public holiday, and shall be held at the Office of the company or at some other place within the City in which the Office of the Company is situated as the Board may determine and the Notices calling the Meeting shall specify it as the Annual General Meeting. Every Member of the Company shall be entitled to attend either in person or by proxy and the auditor of the Company shall have the right to attend and to be heard at any General Meeting which he attends on any part of the business which concerns him as Auditor. At every Annual General Meeting of the Company there shall be laid on the table the Directors Report and audited Statement of Accounts, the Proxy Register with proxies and the Register of Directors Share holding which Register shall remain open and accessible during the continuance of the Meeting. An Annual Return and Balance

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Sheet and Profit and Loss Account shall be filed with the Registrar of companies, in accordance with Sections 159, 161 and 220 of the Act. Article 112 A quorum for all general meetings of Shareholders shall be five (5) members including representatives of the Thakral Group, the Windmill Group, PHL or NTSC being not more than two in number and a representative of IDFC, and all resolutions of the Shareholders shall, except as provided in Article 116 or unless otherwise prescribed by law, be carried by a simple majority of votes cast. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

Article 116 Notwithstanding the provisions of Article 112, none of the matters hereinafter mentioned shall be undertaken by the Company unless a resolution is first passed with respect thereto, with the affirmative votes of members holding between them atleast seventy five percent (75%) of the paid up Shares of the Company: 1) alteration of the Memorandum and Articles including an alteration in respect of the capital structure of the Company; 2) any change in the Business, or undertaking any business other than the Business; 3) any diversification, modernisation or substantial expansion in the Business;

4) the setting up of any subsidiary, or acquisition or disposal of any subsidiary or of any Share in any subsidiary; 5) a public issue of Shares with a view to obtaining the listing of the Company on any stock exchange; 6) any issue of the un-issued Shares out of the authoriszed capital of the Company, creation or issue of new Shares or the grant of options over such Shares; 7) the increase, decrease, sub division, consolidation, classification, re-classification, issue, allotment, redemption, purchase or options over or other changes in the capital of the Company; 8) the reduction or alteration of any of the rights attached to any of the issued Shares; 9) the capitalization of profits and issue of bonus Shares, the declaration of dividends, distribution of profits and assets; 10) the issue of debentures or other securities convertible into Shares or of any Share warrants or any option in respect of Shares; 11) any change in the number of Directors; 12) participation in any scheme for its reconstruction, merger or amalgamation; 13) the merger with or takeover of any other Business or the acquisition of other businesses (by way of share purchase, business transfer, slump sale or any other mode of acquiring a business), creation of joint ventures/partnerships (other than in the usual course of business), purchase of or subscription to any Shares, debentures, mortgages of securities (or any interest therein) of any company, trust or other body;

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14) any resolution to wind up the Company; 15) termination of the Amended and Restated Shareholders Agreement; 16) the creation of any fixed or floating charge, lien (other than a lien arising by operation of law), mortgage, pledge or other encumbrance over the whole or any part of the undertaking, property or assets of the Company except for the purpose of securing the indebtedness of the Company to its bankers for sums borrowed in the ordinary and proper course of the Business; 17) the borrowing of money/assumption of indebtedness by the Company, whether secured or otherwise, of any amount, (except raising of unsecured loans, overdrafts, cash credit or other facilities from banks or trade indebtedness in the ordinary course of business); 18) the merger, sale, transfer, leasing, assigning or otherwise disposing of the whole or substantially the whole or a material part of the undertaking, property and/or assets of the Company or any contract to do so otherwise than in the ordinary course of the Business; 19) any proposal to make loans or provide guarantees, or otherwise extend or pledge credit to others, and investments by way of deposits and subscription to debentures, except endorsements and extensions of credit in the ordinary course of operations of the Company (except normal trade guarantees or temporary loans and advances granted to staff or contractors or suppliers and temporary deposits placed with banks or others in the ordinary course of business); 20) the granting or variation of the emoluments of any Director; or 21) appointment (except for the first financial year) or removal of the Auditors of the Company, both internal and statutory; 22) any advance of monies on behalf of or guaranteeing or indemnifying of the indebtedness/liabilities of any person including any related corporation and the Shareholders of the Company or any other person save for in the ordinary course of the Business of the Company. Article 117 At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman of the Meeting or by any member or members present in person or by proxy and holding not less than one tenth of the total voting power in respect of the resolution or by any member or members present in person or by proxy and holding Shares in the Company conferring a right to vote on the resolution being Shares on which an aggregate sum of not less than Rs.50,000/- has been paid-up, and unless a poll so demanded, a declaration by Chairman that a resolution has on a show of hands been carried on unanimously, or by a particular majority, or lost, and an entry to that effect in the Minutes Book of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution. In the event of an equality of votes, the Chairman shall both on a show of hands and a poll, if any, have a second or casting vote in addition to the vote or votes to which he may be entitled as a members. Votes of Member Article 122 (1) On a show of hands every member present in person and being a holder of Equity Shares shall have one vote and every person present either as a proxy on behalf of a holder of Equity Shares or as a duly authorised representative of a body corporate being a holder of Equity Shares, if he is not entitled to vote in his own rights, shall have one vote.

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On a poll the voting rights of a holder of Equity Shares shall be as specified in Section 87 of the Act. The voting rights of the holders of the Preference Shares including the Redeemable cumulative Preference Shares shall be in accordance with the provisions of section 87 of the Act. No Company or body corporate shall vote by proxy so long as a resolution of Board of Directors under Section 187 of the Act is in force and the representative named in such resolution is present at the General Meeting at which the vote by proxy is tendered.

Article 131 No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting of the Company in respect of any Shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has exercised any right or lien.

Article 132 All instrument of proxy may appoint a proxy either for the purpose of a particular meeting specified in the instrument and every adjourned meeting thereof or for every meeting of the Company to be held before a date not being later than twelve months from the date of the instrument specified in the instrument and every adjournment of every such meeting.

Article 133 No objection shall be made to the validity of any vote, except at the meeting or poll at which such vote shall be tendered and every vote, whether given personally by proxy, not disallowed at such Meeting or poll shall be deemed valid for all purpose of such meeting or poll whatsoever.

Article 134 The Chairman of any Meeting shall be the sole judge of the validity of every vote tendered at such Meeting. The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.

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DIRECTORS GENERAL PROVISIONS Article 135 The number of Directors shall not exceed twelve (12). Each of the Shareholders shall be entitled to nominate such number of Directors to the Board as set out in Article 135A or such other number as they may mutually agree Composition of Board of Directors Article 135 A The Board shall consist of: Two (2) persons nominated by TG for the time being as Directors; Two (2) persons nominated by PHL for the time being as Directors; Two (2) persons nominated by WG for the time being as Directors; Two (2) persons nominated by NTSC for the time being as Directors; One (1) person nominated by ARANDA for the time being as Director; Two (2) persons nominated by IDFC for the time being as Directors; and Brig. Gen. (Retd.) Kirpa Ram Vij or any other person, duly appointed by the Board. Provided that, following the IPO and the public listing of the shares of the Company in accordance with Article 53(B0), the Board shall consist of such number of independent directors as may be required under applicable law and to facilitate their appointment, each of TG, PHL, WG, NTSC, IDFC and ARANDA shall have the right to appoint only one (1) director on the Board. The right of nomination conferred on a Shareholder under the hereinabove shall include the right of that Shareholder to require substitution of the person nominated by that Shareholder by another nominee. The Director(s) nominated by IDFC shall not be liable to retire by rotation. Article 139 A Director shall not be required to hold any qualification Shares.

Article 140 The sitting fees payable to Director for attending a meeting of the Board or a Committee of the Board or a General Meeting shall be decided by the Board of Directors, from time to time, within the maximum limits of such fees prescribed under the applicable provisions of law.

Article 141 The directors may be paid all traveling, hotel and other expenses properly incurred by themi. in attending and returning from meeting of the Board of Directors or any committee thereof or general meetings of the company, or

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ii.

in connection with the business of the company.

PROCEEDINGS OF THE BOARD OF DIRECTORS

Article 152 The Chairman of the Board of Directors shall be appointed by TG, PHL and WG from the Directors as shall be determined and agreed upon amongst TG, PHL and WG so long as they shall together hold not less then twenty percent (20%) of the Share Capital of the company. Provided that in the event of listing of Shares in a stock exchange as referred to in Article 53B, the Chairman shall be appointed by TG, PHL and WG from among their nominee Directors as shall be determined and agreed upon among TG, PHL and WG so long as they shall, together hold, not less than twenty percent (20%) of the paid up capital of the Company after the Company shall have been so admitted to the official list of the Stock Exchange. Article 157 Save as hereinafter otherwise provided, a quorum shall be one half of its total strength including a representative of IDFC or its alternate. Article 158 If within half () an hour of the time appointed for the holding of a meeting of the Board the quorum specified in Article 157 is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place and if at such adjourned meeting the quorum is not present, any four (4) Directors present including any two Directors of the Thakral Group, the Windmill Group, the PHL Group or the NTSC Group, shall constitute the quorum. Article 160 A resolution to be carried by the Board must be approved by a majority of the votes cast. In case of an equality of votes the Chairman shall have a second or casting vote. Subject to Section 292 of the Act, a resolution signed by the majority of the Directors for the time being including one Director representing each of the Sponsors and IDFC shall be as valid and effectual as if it were a resolution passed at a meeting of the Board duly convened and held. For the purpose of this Clause, "in writing" and "signed" include approval by facsimile/ electronic mail followed by a signed copy. Article 163 Notwithstanding the provisions of Article 161, none of the matters hereinafter mentioned shall be resolved upon by the Board unless a resolution shall be passed with respect thereto with the assenting votes of at least three fourths of the Directors, including IDFC: 1. the creation of any fixed or floating charge, lien (other than a lien arising by operation of law), mortgage, pledge or other encumbrance over the whole, or any part of the undertaking, property or assets of the Company or for the purpose of securing the indebtedness of the Company to its bankers for sums borrowed in the ordinary and proper course of the Business; the borrowing of money/assumption of indebtedness by the Company, whether secured or otherwise, of any amount, (except raising of unsecured loans, overdrafts, cash credit or other facilities from banks or trade indebtedness in the ordinary course of business); the payment of any interim dividend or recommendation for the payment of a final dividend;

2.

3.

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4.

the entering into any contract, arrangement or commitment involving expenditure on capital account if the amount of such expenditure by the Company; i. ii. is not included in the approved annual budget and business plan of the Company; would exceed Singapore Dollars Five Hundred Thousand (S$ 500,000) or its equivalent in Indian Rupees in any one year or for any one project. For the purpose of this paragraph, the aggregate amount payable under any agreement for hire, hire purchase or purchase on credit sale or conditional sale terms shall be deemed to be capital expenditure incurred in the year in which such agreements are entered into;

5.

any investment, acquisition of properties and/or assets in any manner whatsoever including by way of out right purchase, lease or hire purchase other than in the ordinary course of business in excess of Singapore Dollars Fifty Thousand (S$ 50,000) or its equivalent in Indian Rupees; the giving of any guarantee or indemnity to secure the liabilities or obligations of any person including any related corporations of the Company (and the Shareholders); the taking or agreement to take any leasehold interest in or license over any land; the entering into any partnership, joint venture or profit sharing agreement with any person; the setting up of any new undertaking by the Company other than the Business;

6.

7. 8. 9.

10. the determination of the limits of financial authority in respect of and in connection with the day-to-day operations of the Company; 11. the approval of fees payable to any Shareholder; 12. the approval of the annual budget and business plan of the Company; 13. the appointment of any employee or consultant earning a total compensation package of more than Singapore Dollars One Hundred Thousand (S$ 100,000) or its equivalent in Indian Rupees per annum or any increase in the compensation package of any employee or consultant which would result in their total compensation package exceeding such an amount; 14. any advance of monies to or guarantee of the indebtedness of any related corporation of the Company or any other person save for in the ordinary course of the Business of the Company; 15. any proposal to acquire by purchase, lease or otherwise of any immovable property; 16. any proposal to set up or acquire subsidiary / companies.

DIVIDENDS Article 191

The Company in General Meeting may declare a dividend to be paid to the members according to their rights and interest in the profits and may subject to the provisions of the Act fix the time for payment.

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Article 192 No larger dividend shall be declared than is recommended by the Directors, but the Company in General Meeting may declare a smaller dividend.

Article 193 (a) No dividend shall be declared or paid otherwise than out of profits of the financial year arrived at after providing for depreciation in accordance with the provisions of Section 205 of the Act or out of the profits of the Company for any previous financial year or years arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or out of both or out of moneys provided by the Central Government or a State Government for the payment of dividend of a guarantee given by that Government, provided that: i. if the company has not provided for depreciation for any previous financial year or years, it shall, before declaring or paying a dividend for any financial year, provide for such depreciation out of the profits of the financial year or out of the profit of any other previous financial year or years. if the Company has incurred any loss in any previous financial year or years the amount of the loss or an amount which is equal to the amount provided for depreciation for that year or those years whichever is less, shall be set off against the profits of the Company for the year the dividend is proposed to be declared or paid or against profits for any previous financial year or years arrived at in both cases after providing for depreciation in accordance with the provisions of sub-section (2) of Section 205 of the Act or against both.

ii.

(b) Notwithstanding anything contained in sub-clause (a)(i) hereof no dividend shall be declared or paid by the Company for any financial year out of the profits of the Company for that year arrived at after providing for -depreciation in accordance with the provisions of sub-clause (d)(i) hereof except after the transfer to the reserves of the Company of such percentage of its profits for that year which shall be not exceeding ten per cent. Provided that nothing in this clause shall be deemed to prohibit the voluntary transfer by the company of a higher percentage of its profits to the reserves in accordance with such rules as may be prescribed the Central Government in his behalf. (c) Not Used (d) Where owing to inadequacy or absence of profits in any year the Company proposes to declare dividend out of the accumulated profits earned by the Company in previous years and transferred by it to the reserves, such declaration of dividend shall not be made except in accordance with such rules as may be made by the Central Government in this behalf, and where any such declaration is not in accordance with such rules, such declaration shall not be made except with the previous approval of the Central Government.

Article 195 The Directors may, from time to time, pay to the members such interim dividends as in their judgment the position of the Company justifies.

Article 196

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The director may retain any dividends on which the Company has lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists, subject to Section 205A of the Act.

Article 197 A transferor of Shares shall not pass, the rights to any dividend declared thereon before the registration of the transfer. Article 198 Subject to Section 205A of the Act, the directors may retain the dividends payable upon Shares in respect of which any person is by virtue of transmission under the Articles entitled to become a member or which any person under the Article is entitled to transfer until such person shall duly become a member in respect thereof or shall transfer the same.

Article 199 Any one of the several persons who are registered as joint holders of any Share may give effectual receipts of all dividends payments in respect of such Shares.

Article 203 Where capital is paid in advance of calls upon the footing that the same shall carry interest, such capital shall not, whilst carrying interest, confer a right to dividend or participate in profits.

Article 204 All dividends shall be apportioned and paid proportionately to the amounts paid-up on the Shares during any portion or portions of the period in respect of which dividend is paid but if any Share is issued on terms providing that it shall rank for dividends as from a particular date, such Share shall rank for dividend accordingly.

Article 205 No member shall be entitled to receive payment of any interest or dividend in respect of his Share, whilst any money may be due or owing from him to the Company in respect of such Share or Shares or otherwise howsoever, either alone or jointly with any other person or persons; and the Board may deduct from, the interest or dividend payable to any Member all sums of monies so due from him to the Company.

Article 206 (a) Where the dividend has been declared but not paid but the warrant in respect thereof has not been posted, within thirty days from the date of the declaration to any shareholder entitled to the payment thereof, the Company shall within seven days from the date of expiry of the said period of thirty days transfer the total amount of dividend which remains unpaid or in relation to which no dividend warrant has been posted within the said period of thirty days to a special account to be opened by the Company in that behalf in any Scheduled Bank to be called "Unpaid Dividend Account of the Company;

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(b)

Any money transferred to the unpaid dividend account of the Company in pursuance of Clause (a) hereof which remains unpaid or unclaimed for a period for three years from the date of such transfer, shall be transferred by the Company to the general revenue account of the Central Government, or such other fund or account as may be specified under the Companies Act, 1956 or by the Central Government from time to time. A claim to any money so transferred to the general revenue account may be preferred to the Central Government by the shareholders to whom the money is due; No unclaimed or unpaid dividend shall be forfeited by the Board.

(c)

Article 208 Any General meeting declaring dividend may on the recommendation of the Directors make a call on the member of such amount as the meeting fixes, but so that the call on each Member shall not exceed the dividend payable to him, and so that the call be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the members, be set off against the calls.

CAPITALISATION Article 209 a) The Company in general meeting may, upon the recommendation of the Board resolve i. that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the companys reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and that such sum be accordingly set free for distribution in the manner specified in clause (i) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

ii.

b) The sum aforesaid shall not be paid in cash but shall be applied, either in or towards

i.

paying up any amounts for the time being unpaid on any Share held by such members respectively; paying up in full, unissued Shares of the company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid; or

ii.

iii. partly in the way specified in sub-clause (i) and partly in the way specified in sub-clause (ii)

c) A Share premium account and [a capital redemption reserve account] may, for the purposes of these Articles, only be applied in the paying up of unissued Shares to be issued to members of the company as fully paid bonus Shares. d) The Board shall give effect to the resolution passed by the Company in pursuance of these Articles.

Article 210 (a) Whenever such a resolution as aforesaid shall have been passed, the Board shall -

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i.

make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid Shares if any; and generally do all acts and things required to give effect thereto

ii.

(b) The Board shall have full power i. to make such provision, by the issue of functional certificates or by payment in cash or otherwise, as it thinks fit, for the case of Shares or debentures becoming distributable in fractions; and also to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid-up, of any further Shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment by the company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing Shares.

ii.

(c) Any agreement made under such authority shall be effective and binding on all such members.

SECRECY Article 229 Subject to the provisions of law of the land and the Act, no member or other person (not being a director) shall be entitled to enter upon the property of the Company or to inspect or examine the Companys premises or properties of the Company without the permission of the directors, or subject to Article 126 to require discovery or any information in respect of any detail of the Companys trading or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret process or of any matter whatsoever which may relate to the conduct of the Business and which, in the opinion of the directors will be inexpedient in the interest of the members of the Company to communicate to the public. Article 230 Every Director, Manager, Auditor, Trustee, member of a committee, Secretary, Treasure, Officer, Servant, agent, accountant or other person employed in the Business shall, if so required by the directors, before entering upon his duties, sign a declaration pledging himself to observe strict secrecy respecting all transactions and affairs of the Company with the customers and the state of the accounts with individuals and in matters relating thereto, and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the directors or by law or by the person to whom such matters relate and except so far as may be necessary in order to comply with any of the provisions in these presents contained.

WINDING UP Article 231 If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that as nearly as may be the losses shall be borne by the members in proportion to the capital paid-up or which ought to have been paid-up at the commencement of the winding-up on the Shares held by them respectively. And if in a winding-up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid-up at the commencement of the winding-up, the excess shall be distributed amongst the members in proportion to the paid-up capital, at the commencement of the Winding-up or which ought to have been paid-up on the Shares held by them

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respectively. But this Article is to be without prejudice to the rights of the holders of Shares issued upon special terms and conditions. Article 232 a. If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Act, divide among the members in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not. For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidators shall think fit, but so that no member shall be compelled to accept any Shares or other securities whereon there is any liability.

b.

c.

INDEMNITY AND RESPONSIBILITY Article 233 Subject to the provisions of Section 201 of the Act, every director, manager, secretary and other officer or employee of the Company, shall be indemnified against and it shall be the duty of the Directors to pay out of the funds of the Company all bona fide costs, losses and expenses (including traveling expenses) which any such directors, manager or secretary or other officer or employee may incur or become liable to by reason of any contract entered into or any way in the discharge of his or their duties and in particular, and so as not to limit the generality of the foregoing provisions, against all bona fide liabilities incurred by him or by them as such director, manager, secretary, officer or employee in defending any proceeding whether civil or criminal in which judgment is given to his or their favour or he or they is or are acquitted, or in connection with any application under Section 633 of the Act in which relief is granted by the Court and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company and have priority as between the members over all other claims.

Article 234 Subject to the provisions of the Act and so far as such provisions permit, no Director, Auditor or other Officer of the Company shall be liable for acts, receipts, neglects or defaults of any other Director or Officer, or for joining in any receipt or act for conformity, or for any loss or expense happening to the Company through the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same happens through his own dishonesty.

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MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The contracts referred to below (not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years prior to the date of this Draft Red Herring Prospectus) which are or may be deemed to be material have been entered into by the Company. Copies of these contracts, together with the copies of the documents referred to below, all of which have been attached to a copy of this Draft Red Herring Prospectus, which has been delivered to the RoC may be inspected at the CFS Mumbai office of the Company situated at Container Freight Station Sector 6, Dronagiri, Taluka Uran, District Raigad, Navi Mumbai - 400 707 from [] to [] on any working day of the Company from the date of this Draft Red Herring Prospectus until the date of closing of the subscription list. Material Contracts 1. 2. 3. 4. 5. 6. Letter dated April 30, 2004 from the Company appointing IIL and Kotak as the BRLMs, and their acceptance thereto. Memorandum of Understanding between the Company, the Selling Shareholders, IIL and Kotak dated []. Memorandum of Understanding between the Company and Intime Spectrum Registry Limited dated July 30, 2004. Escrow Agreement dated [], 2004 between the Company, the BRLMs, [Banks ], and the Registrar to the Issue. Syndicate Agreement dated [], 2004 between the Company, the BRLMs and Syndicate Members. Underwriting Agreement dated [], 2004 between the Company, the BRLMs and Syndicate Members.

Material Documents 1. 2. 3. 4. 5. 6. 7. 8. 9. The Memorandum and Articles of Association of the Company, as amended from time to time. Certificate of Incorporation of the Company dated April 06, 1994. Certificate of Commencement of Business dated October 24, 1994. Copy of the resolution dated March 18, 2004 passed under Section 81(1A) of the Companies Act. Copy of the resolution dated June 16, 2004 passed by the Board approving the Offer for Sale. Copies of the resolutions passed by the Selling Shareholders authoriszing the sale of Equity Shares in the Offer for Sale. Copies of the resolutions dated May 26, 2004 passed by the Board approving the appointment of BRLM and other agencies related to the Issue and other related matters. Copy of the resolution dated June 16, 2004 passed by the Board for appointment of Intime Spectrum Registry Limited as the Registrar to the Offer. Consents of Directors, Auditors, legal advisor, BRLMs, Syndicate Members, Registrar to the Offer, Bankers to the Offer, Bankers to the Company, Company Secretary and Compliance Officer as referred to in their respective capacities.

10. Auditors report dated [ ] prepared as per Indian GAAP and referred to in the Draft Red Herring Prospectus and copies of balance sheet and profit and loss account of the Company referred to therein. 11. Annual Reports of the Company for the last five Financial Years. 12. Copy of the resolution dated June 16, 2004 passed at the Annual General Meeting appointing Price Waterhouse, Chartered Accountant as statutory auditors for the year 2004-2005. 13. Consent dated May 14, 2004 from Price Waterhouse, Chartered Accountant for inclusion of their reports on accounts in the form and context in which they appear in the Draft Red Herring Prospectus.

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14. A copy of the tax benefit report dated October 11, 2004 from Rakesh Garg & Associates, Chartered Accountant. 15. Powers of Attorney executed by the Directors in favour Mr. [] and Mr. [], for signing and making necessary changes to the Draft Red Herring Prospectus. 16. Powers of Attorney executed by the Selling Shareholders in favour of the Company for signing and making necessary changes to the Draft Red Herring Prospectus. 17. Copies of the resolutions of the Board dated June 16, 2004 for the formation of the Companys Audit Committee, Remuneration Committee and Investor Relationship Committee. 18. Copy of the resolution of the members of the Company passed at the AGM held on September 27, 2001 re-appointing Mr. Prem Kishan Gupta as the Managing Director of the Company and approving the remuneration payable to him. 19. Copies of the applications made to the BSE and the NSE. 20. In-principle approval dated [] for listing from the BSE and in-principle approval dated [] for listing from the NSE. 21. Tripartite agreement between the Company, NSDL and Intime Sepctrum Registry Limited dated September 08, 2004. 22. Tripartite agreement between the Company, CDSL and Intime Sepctrum Registry Limited dated August 18, 2004. 23. Subscription Agreement between the Company and IDFC dated July 06, 2001. 24. Buy back agreement dated July 06, 2001 between IDFC, TCL, PHL, WIPL, PIPL, Mr. P.K. Gupta and the Company. 25. Undertaking dated July 06, 2001 in favour of IDFC executed by TCL, TIHML, PHL, WIPL, KSPLL, PIPL, Mr. P.K. Gupta and Mrs. Mamta Gupta. 26. Share Purchase Agreement dated June 16, 2004 between TCL, WIPL, PHL, PIPL, Mr. P.K. Gupta, IDFC and Aranda. 27. Amended and Restated Shareholders Agreement dated October 28, 2004 between TCL, TIHML, PHL, WIL, KSPLL, PIPL, Mr. P.K. Gupta, IDFC, Aranda and the Company. 28. Share Purchase Agreement dated Novmeber 30, 2004 between the Company, Madanlal J Hinduja, Rajendra J Hinduja, Dinesh J Hinduja, S. Xavier Britto and Indev Warehouse and Container Services Private Limited. 29. Deed of Novation dated November 30, 2004 between the Company, Madanlal J Hinduja, Rajendra J Hinduja, Dinesh J Hinduja, S. Xavier Britto and Indev Warehouse and Container Services Private Limited. 30. Bridge Loan Agreement with IDFC dated November 30, 2004. 31. Term Loan Agreement and Deed of Hypothecation dated March 29, 2004 between the Company and Development Bank of Singapore, State bank of Mauritius, Global Trust Bank and HDFC Bank. 32. Loan Agreement and Deed of Hypothecation dated December 24, 1999 between the Company and IDFC. 33. Lease Deed dated August 26, 1997 executed by CIDCO in favour of the Company. 34. Agreement to Lease dated November 29, 2001 between CIDCO and the Company. 35. Sale deeds pertaining to the purchase of property situate at Garhi Harsaru. 36. Certificate from BVQI to the Company dated January 19, 2004 for grant of ISO 9001:2000. 37. Joint Venture Agreement dated August 31, 2004 between the Company and the Suri group. 38. Memorandum of Understanding dated December 03, 2003 between the Company and Pipavav Rail Corporation Limited. 39. In principal approval of the Northern Railways to develop a railway siding at Garhi Harsaru dated September 22, 2004.

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40. Opinions on the tax holiday from Bansi S. Mehta & Co., Chartered Accuontants and Mr. Sohrab E. Dastur, Senior Advocate. 41. SEBI observation letter No. [] dated [] and due diligence certificates dated [] from IIL.

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DECLARATION All the relevant provisions of the Companies Act, 1956, and the guidelines issued by the GoI or the guidelines issued by Securities and Exchange Board of India, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the rules made thereunder or guidelines issued, as the case may be. The Company further certifies that all the statements in this Draft Red Herring Prospectus are true and correct. The Selling Shareholders assume no responsibility for any of the statements made by the Company in this Draft Red Herring Prospectus relating to the Company, its business and related disclosures, except statements in relation to each of them as Selling Shareholders respectively. SIGNED BY THE DIRECTORS OF THE COMPANY Mr. Gopinath Pillai* Mr. Prem Kishan Gupta Mr. Karan Singh Thakral * Mr. Shabbir H. Hassanbhai* Mr. Sat Pal Khattar * Mr. Kripa Ram Vij* Mr. Michael P. Pinto* Mr. K. J. M. Shetty* Mr. Saroosh Dinshaw (*through their constituted attorney Mr. Prem Kishan Gupta) SIGNED BY THE SELLING SHAREHOLDERS Windmill International Pte. Limited* Parameswara Holdings Limited* Thakral Corporation Limited* Thakral Investments Holding (Mauritius) Limited* Prism International Private Limited* Infrastructure Development Finance Company Limited*

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(*through their constituted attorney, Gateway Distriparks Limited, acting through its Managing Director, Mr. Prem Kishan Gupta) SIGNED BY THE MANAGING DIRECTOR Mr. Prem Kishan Gupta

SIGNED BY THE CHIEF EXECUTIVE OFFICER Captain Kapil Anand* (*through his constituted attorney Mr. R Kumar) SIGNED BY THE CHIEF FINANCIAL OFFICER Mr. R. Kumar

Date: Place:

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