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Regd.Office: 1-7-293, M.G.Road, Secunderabad - 500 003. NOTICE Notice is hereby given that the Eighth Annual General Meeting of the shareholders of the Company will be held on Monday the 20th October, 2003 at 10.30 A.M at ITC Hotel Kakatiya Sheraton & Towers, Begumpet, Hyderabad 500 016 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Balance Sheet as at June 30th, 2003, the Profit & Loss Account for the year ended on that date and the reports of the Board of Directors and Auditors thereon. 2. To declare a Dividend. 3. To appoint a Director in place of Mr. R K Pitamber, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Mr. T S Rao, who retires by rotation and being eligible, offers himself for re-appointment. 5. To appoint a Director in place of Dr. P Sudhakar Reddy, who retires by rotation and being eligible, offers himself for re-appointment. 6. To appoint Statutory and Branch Auditors to hold office from conclusion of this meeting until the conclusion of next Annual General Meeting and to fix their remuneration. SPECIAL BUSINESS 7. To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution: "RESOLVED that in accordance with the provisions of section 309(4), read with section 310 and other applicable provisions, if any, of the Companies Act, 1956, subject to the approval of appropriate authorities required to be obtained in this behalf, consent be and is hereby accorded to the Board of Directors of the Company, to determine and distribute at its discretion, as commission amongst the Directors of the Company or to some or any of them (other than the Managing and Wholetime Directors) a sum, which shall not exceed in the aggregate one per cent (1%) per annum of the net profits of the company computed in the manner prescribed under section 309(5) of the Companies Act, 1956, in respect of the profits for each of the five financial years commencing from July, 1, 2003, in such amounts or proportions as may be determined by the Board from time to time." 8. To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution: "RESOLVED that in accordance with the provisions of sections 198, 269, 309 read with Schedule XIII and all other applicable provisions, if any of the Companies Act, 1956 and subject to such consent and approvals as may be necessary, the company hereby approves the reappointment of and the terms and conditions and remuneration payable to Mr. Mahendra Agarwal as Managing Director of the Company for a period of three years with effect from 1st August, 2003 on terms set out in the explanatory statement with liberty to the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include any committee which the Board may constitute to exercise powers, including the powers conferred by this resolution) to alter and vary the terms and conditions of reappointment and/ or remuneration so as not to exceed overall ceiling as stipulated in sections 198, 309 and 310 of the Companies Act, 1956 including any statutory modification or reenactments thereof, for the time being in force or any amendments and/ or modifications that may hereafter be made thereto by the Central Government in that behalf from time to time or any amendments thereto as may be agreed to between the Board and Mr. Mahendra Agarwal." "RESOLVED further that wherein any financial year, the Company has no profits or its profits are inadequate, the Company do pay to Mr. Mahendra Agarwal, Managing Director of the Company, remuneration by way of salary, perquisites and allowances not exceeding the ceiling limit specified under section II(B) of Part II of Schedule XIII to the Companies Act, 1956." "RESOLVED further that the Board be and is hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to this resolution." 9. To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED that in accordance with the provisions of sections 198, 269, 309 read with Schedule XIII and all other applicable provisions, if any of the Companies Act, 1956 and subject to such consent and approvals as may be necessary, the company hereby approves the appointment of and the terms and conditions and remuneration payable to Mr. Manoj Todi as Director (Infrastructure) of the Company for a period of five years with effect from 1st July, 2003 on terms set out in the explanatory statement with liberty to the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include any committee which the Board may constitute to exercise powers, including the powers conferred by this resolution) to alter and vary the terms and conditions of appointment and/ or remuneration so as not to exceed overall ceiling as stipulated in sections 198, 309 and 310 of the Companies Act, 1956 including any statutory modification or reenactments thereof, for the time being in force or any amendments and/ or modifications that may hereafter be made thereto by the Central Government in that behalf from time to time or any amendments thereto as may be agreed to between the Board and Mr. Manoj Todi." "RESOLVED further that wherein any financial year, the Company has no profits or its profits are inadequate, the Company do pay to Mr. Manoj Todi, Director (Infrastructure) of the Company, remuneration by way of salary, perquisites and allowances not exceeding the ceiling limit specified under section II (A) of Part II of Schedule XIII to the Companies Act, 1956." "RESOLVED further that the Board be and is hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to this resolution." 10. To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution: "RESOLVED that consent of the Company be and is hereby given to the Board of Directors of the Company for keeping the Register of Members together with Index of Members and copies of all returns prepared under section 159 and 160 of the Companies Act, 1956 at the office of the Share Transfer Agents, M/s Karvy Consultants Limited, Karvy House,46, Avenue No.4, Banjara Hills, Hyderabad 500 034." 14
11. To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT subject to the provisions of the Companies Act, 1956, Securities and Exchange Board of India (Delisting of Securities) Guidelines 2003 and subject to such approvals, permissions and sanctions, as may be necessary and upon such conditions and modifications as may be prescribed or imposed by any authority while granting such approvals, permissions and sanctions, which may be agreed to by Board of Directors of the Company (hereinafter referred to as the "Board") the consent of the Company be and is hereby accorded to the Board to delist equity shares of the Company from all or any of the Stock Exchanges at Cochin, Chennai, Kolkata and Delhi" RESOLVED FURTHER that the Board of Directors of the Company or any Committee thereof be and is hereby authorised to take all necessary actions in this regard and to do all such acts, deeds, matters and things as may be necessary for the purpose of giving effect to the above resolution." Registered Office By order of the Board 1-7-293, M G Road, for GATI LIMITED Secunderabad - 500 003. A. S. SANDHU August 8, 2003 Chief Business Accounts & Finance Officer & Company Secretary NOTES 1. a) A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself. A proxy need not be a Member. b) Proxy form is enclosed which should be deposited at the Registered Office of the Company duly completed and signed not less than 48 hours before the commencement of the meeting. 2. The relative Explanatory Statements pursuant to Section 173(2) of the Companies Act, 1956 in respect of the Special Business is annexed hereto. 3. The Company has already notified closure of Register of Members and the Transfer Books from 16th October, ,2003 to 20th October, 2003 (both days inclusive) for payment of dividend on Equity Shares. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership as per details furnished by the Depositories for this purpose. 4. Pursuant to the provision of Section 205A of the Companies Act, 1956 as amended, dividend for the financial year ended 31st March 1997, and thereafter, which remain unpaid or unclaimed for a period of seven years will be transferred to the Investor Education and Protection Fund of the Central Government. Shareholders who have not encashed the dividend warrant(s) so far for the financial year ended 31st March 1997 or any subsequent financial years are requested to make their claim to the Office of the Registrar and Transfer Agents, M/s Karvy Consultants Limited. It may also be noted that once the unclaimed dividend is transferred to the Central Government, as above, no claim shall lie in respect thereof. 5. The share registry work for physical shares of the Company has been transferred from M/s Shweta Computers Limited to M/s Karvy Consultants Limited, Karvy House, 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad 500 034 with effect from 1st April, 2003. Now M/s Karvy Consultants Limited is the Registrar and Share Transfer Agent for physical and electronic shares of the Company. 6. The members are requested to intimate any change in their address with pincode immediately and quote folio number or Depository Participant ID No. and Client ID No. in all correspondence. 7. Members may please bring the attendance slips sent with the Annual Report duly filled in for attending the meeting. 8. Non-Resident Indian shareholders are requested to inform the Company immediately about: a) the change in the residential status on return to India for permanent settlement. b) the particulars of NRO Bank Account in India, if not furnished earlier. 9. Members are requested to intimate under the signature of the sole/first holder of his/their Bank Account Number, Type of Account, Saving(SB) or Current (CA), name and address of the Bank, in which they intend to deposit the Dividend Warrants, so that the same can be printed on dividend warrants, to avoid the incidence of fraudulent encashment of the instrument. 10. For Members holding shares in demat form, the Bank A/c details furnished for their Demat A/c will be automatically incorporated in the dividend warrants. 11. The members who have not surrendered their old share certificates (Issued by the then M/s. Transport Corporation of India Limited, now known as TCI Industries Ltd., the transferor Company, under the Scheme of Arrangement) are requested to surrender their old share certificates to M/s. TCI Industries Limited, Mukesh Textile Mills, N A Sawant Marg, Colaba, Mumbai – 400 005 to obtain their new share certificates of 4 Companies including this Company. 12. The Shares of the Company are at present listed on the following stock exchanges viz. Hyderabad, Mumbai, Calcutta, Delhi, Madras and Cochin. The listing fee for the year 2003-2004 has been paid to each of the above Stock Exchanges. During the year, the Company excercised its option to delist its shares from Bangalore Stock Exchange Limited. 13. The shares of the company have been compulsorily dematerialised with effect from 28.08.2000 and to give effect to the same, the Company has entered into a tripartite agreement with NSDL and CDSL. M/s. Karvy Consultants Limited , Karvy House, 46, Avenue No.4, Street No.1, Banjara Hills, Hyderabad – 500 034 are Registrar and Share Transfer Agents for electronic connectivity. 14. Members are requested to utilise the Electronic Clearing System (ECS) for receiving dividend and may accordingly advise the Company/ their Depository Participant in case of their holding in physical/ electronic form alongwith relevant particulars. 15. Pursuant to section 109A of the Companies Act, 1956, the shareholders who wish to avail the Nomination facilities are requested to send requisite particulars in Form2B at our Corporate Office address. 15
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Page 3 and 4: Quality Policy WE ARE COMMITTED TO
Page 5 and 6: of Gati’s customer orientation: i
Page 7 and 8: REACH At Gati, our business necessi
Page 9 and 10: Other services Gati’s online pres
Page 11 and 12: GATI PROVIDES THE WIDEST RANGE OF S
Page 13 and 14: FINANCIAL HIGHLIGHTS Rs in lacs Par
Page 15: MANAGEMENT TEAM Mahendra Agarwal Ch
Page 19 and 20: 4. Financial performance based on g
Page 21 and 22: DIRECTORS’ REPORT Your Directors
Page 23 and 24: GATI CONTINUES TO INVEST IN TECHNOL
Page 25 and 26: REPORT ON CORPORATE GOVERNANCE ANNE
Page 27 and 28: Compensation Committee Composition
Page 29 and 30: with the interest of the company at
Page 31 and 32: AUDITORS’ CERTIFICATE ON CORPORAT
Page 33 and 34: THE ENTIRE GATI TEAM HAS EVOLVED AS
Page 35 and 36: AUDITORS’ REPORT TO THE MEMBERS O
Page 37 and 38: THE FINANCE SECTION
Page 39 and 40: PROFIT AND LOSS ACCOUNT (Amount in
Page 41 and 42: SCHEDULES TO THE ACCOUNTS (Amount i
Page 47 and 48: SCHEDULES TO THE ACCOUNTS 23 NOTES
Page 53 and 54: BALANCE SHEET ABSTRACT AND COMPANY
Page 56: PRINTED MATTER BOOK-POST Regd. & He

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