Directors Report of Sical Logistics Ltd.

Mar 31, 2025

The board of directors (“Board”) of Sical Logistics Limited (“Company”) hereby present the 70^th annual report of the Company
together with the audited financial statements for the financial year ended on March 31,2025.

1) Financial highlights:

The highlights of the standalone and consolidated financial performance of the Company for the financial year ended
March 31,2025 are given below:

(Amt. in Lakhs)

Particulars	Standalone		Consolidated
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Income
Revenue from operations	4,022	6,617	22,182	22,109
Other income	1,082	1,305	1,910	1,751
Total income	5,104	7,922	24,092	23,860
Profit/ (loss) before tax and exceptional item	(6,027)	(6,030)	(4,040)	(5,339)
Exceptional item	967	1,438	967	3,806
Profit/ (loss) after exceptional item from continuing operations	(5,060)	(4,592)	(3,073)	(1,533)
Tax expense:
Current tax	-	-	69	161
Prior year tax	(656)	-	(646)	-
Deferred tax	-	-	87	402
Minimum Alternate Tax	-	-	370	-
Minimum Alternate Tax credit entitlement	-	-	(354)	(110)
Profit/ (loss) after tax from continuing operations	(4,404)	(4,592)	(2,599)	(1,986)
Profit/ (loss) on discontinued operations	-	-	-	(844)
Share of (loss)/profit from joint venture	-	-	15	1
Total other comprehensive income/(loss)	(10)	5	(10)	(17)
Total comprehensive income/ (loss) for the year	(4,414)	(4,587)	(2,593)	(2,846)

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, are
prepared in accordance with the Companies Act, 2013 (“Act”) and Indian Accounting Standards (“Ind AS”) as notified by
the Ministry of Corporate Affairs and as amended from time to time.

2) State of Company’s affairs:

The Company is engaged in providing integrated logistics services, focussed on handling and transportation of minerals
and overburden associated with the mining operations. Its core services include loading, unloading and road transportation
delivered on contractual basis. The Company operates at the contract sites located in the state of Madhya Pradesh and
Odisha.

There has been no change in the nature of business of the Company during the year under review.

3) Transfer to reserves:

No amount has been transferred to reserves for the financial year ended March 31,2025. For details on the movement in
reserves and surplus during the year under review, please refer to the statement of changes in equity included in the
standalone financial statement.

4) Dividend:

The Board does not recommend any dividend for the financial year under review.

Further, there are no unpaid and unclaimed dividends pertaining to previous years. Accordingly, the requirement to transfer
such amount to investor education and protection fund is not applicable to the Company.

5) Payment to the erstwhile financial creditors of the Company:

In accordance with the resolution plan approved by the Hon’ble National Company Law Tribunal, Chennai Bench vide its
order dated December 08, 2022, under the Insolvency and Bankruptcy Code, 2016, as amended, the Company has fully
discharged the deferred debt obligations amounting to Rs. 331,00,00,000/- (Rupees three hundred thirty one crore only)
to its erstwhile financial creditors, within the prescribed time limit.

6) Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company which occurred
between the end of the financial year to which the financial statements relate and to the date of this report, except for the
payment of final tranche of deferred debt obligations amounting to Rs. 226,00,00,000/- (Rupees two hundred twenty six
crore only) to the erstwhile financial creditors in accordance with the resolution plan approved by the Hon’ble National
Company Law Tribunal, Chennai Bench vide its order dated December 08, 2022, under the Insolvency and Bankruptcy
Code, 2016, as amended. This payment is expected to have positive impact on the Company’s financial position.

7) Capital structure:

a) Authorised share capital

The members of the Company at its extra ordinary general meeting held on January 16, 2025, has increased the
authorised share capital of the Company i.e., from Rs. 220,00,00,000/- (Rupees two hundred twenty crore only)
divided into 7,00,00,000 (seven crore) equity shares of Rs. 10/- (Rupees ten only) each and 15,00,00,000 (fifteen
crore) preference shares of Rs. 10/- (Rupees ten only) each to Rs. 230,00,00,000/- (Rupees two hundred thirty crore
only) divided into 8,00,00,000 (eight crore) equity shares of Rs. 10/- (Rupees ten only) each and 15,00,00,000 (fifteen
crore) preference shares of Rs. 10/- (Rupees ten only) each.

b) Paid-up share capital

During the year under review, the paid-up share capital of the Company remained same i.e., Rs. 65,24,90,800/-
(Rupees sixty five crore twenty four lakh ninety thousand eight hundred only) divided into 6,52,49,080 (six crore fifty
two lakh forty nine thousand eighty) equity shares of Rs. 10/- each.

8) Minimum public shareholding:

In accordance with the proviso to Rule 19A (5) of Securities Contracts (Regulations) Rules, 1957, as amended, read with
Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended (“Listing Regulations”), the Company has, during the year under review, met the requirement of
maintaining a public shareholding of 10%, as applicable to the Company. This was achieved by reducing the promoter’s
shareholding from 95.00% to 90.00%.

Subsequent to the end of the financial year March 31, 2025, the Company has taken further steps towards meeting the
mandatory requirement of maintaining a minimum public shareholding of 25% as prescribed under the Rule 19A (5) of
Securities Contracts (Regulations) Rules, 1957, as amended, read with Regulation 38 of the Listing Regulations. In this
regard, the Company’s promoter i.e., Pristine Malwa Logistics Park Private Limited has sold 0.13% of the total paid-up
share capital of the Company through the open market, resulting in an increase in the public shareholding from 10.00% to
10.13%.

9) Qualified Institutions Placement (“QIP”):

The members of the Company at its extra ordinary general meeting held on January 16, 2025, had approved the issuance
of equity shares and/or equity linked securities through QIP for an aggregate amount not exceeding Rs. 250,00,00,000/-
(Rupees two hundred fifty crore only) to the qualified institutional buyers, in accordance with the Act, the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2015, as amended from time to
time, and other applicable laws.

However, the Company has not proceeded with the QIP as of the date of this report, as the management is still in the
process of evaluating the market conditions and identifying suitable qualified institutional buyers.

The Board will take appropriate steps to initiate the QIP at a suitable time, considering the market conditions and other
relevant factors.

10) Annual return:

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Act, the annual return of the Company in the
prescribed form MGT-7 will be available on the website of the Company at https://sical.in.

11) Directors and key managerial personnel:

a) Directors:

The Board has a good and diverse mix of executive, non-executive, and independent directors, thereby ensuring a
balanced structure that supports effective oversight, accountability, and strategic guidance in accordance with the
applicable statutory and regulatory framework.

As on March 31, 2025, the Board of the Company has seven (7) directors comprising of one (1) director in the
category of key managerial personnel as whole-time director, three (3) non-executive & non- independent directors
and three (3) non-executive & independent directors including one (1) independent women director.

Further, the following changes took place during the financial year ended March 31, 2025 and up to the date of this
report:

Appointment:

On May 16, 2024, the Board, appointed Mr. Satishkumarreddy Mulamreddy (DIN: 09199183) and Ms. Neelaveni
(DIN: 09042292) as additional directors under the category of independent director. Mr. Satishkumarreddy Mulamreddy
(DIN: 09199183) was also elected as chairman of the Company.

The members of the Company had approved their appointment on the Board through postal ballot on August 07,
2024. The terms and conditions of their appointment are given below:

S. No.	Name of the director	DIN	Terms and conditions of the appointment
1	Satishkumarreddy Mulamreddy	09199183	Appointed as independent director of the Company for a term of three (3) consecutive years with effect from May 16, 2024 to May 15, 2027, and his office is not liable to retire by rotation.
2	Neelaveni	09042292	Appointed as independent director of the Company for a term of three (3) consecutive years with effect from May 16, 2024 to May 15, 2027, and her office is not liable to retire by rotation.

Resignation:

Ms. Anuradha Mukhedkar (DIN: 09564768) has resigned from the position of independent director and chairperson of
the Company, due to her personal commitments with effect from closing business hour of April 26, 2024.

Director retiring by rotation:

In accordance with the provisions of Section 152 and other applicable provisions of the Act, Mr. Amit Kumar (DIN:
01928813) is retiring by rotation at the 70^th Annual General Meeting of the Company. Being eligible, he has offered
himself for re-appointment at the ensuing annual general meeting. He has consented to and is not disqualified from
being re-appointed as director in terms of Section 164 of the Act read with applicable rules made thereunder.

Considering his vast experience, knowledge, skills and expertise, the nomination and remuneration committee and
the Board has recommended the re-appointment of Mr. Amit Kumar at the ensuing annual general meeting. The
information as required pursuant to the Regulation 36 (3) of the Listing Regulations and Clause 1.2.5 of the secretarial
standard on general meetings (SS-2) in respect of Mr. Amit Kumar seeking re-appointment at the 70^th Annual General
Meeting is annexed to the notice of the ensuing annual general meeting.

Independent directors and their declarations:

As on March 31, 2025, Mr. Vinay Kumar Pabba, Mr. Satishkumarreddy Mulamreddy and Ms. Neelaveni are the
independent directors on the Board. They have given declarations, that they meet the criteria of independence as laid
down under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations. In terms of Regulation 25(8)
of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective,
independent judgement and without any external influence.

In terms of Section 150 of the Act read with the rules made there under, the Company has received confirmation from
all the independent directors, that they are registered on the independent directors’ database maintained by the
Indian Institute of Corporate Affairs (“MCA”). Pursuant to Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, all the independent directors of the Company, except Mr. Vinay Kumar Pabba,
are exempted from taking online proficiency self-assessment test conducted by IICA. Mr. Vinay Kumar Pabba had
successfully passed the requisite online proficiency self-assessment test in compliance with the said rule. Also, all the
independent directors have confirmed that they are complying with the code for independent directors as prescribed
in Schedule IV to the Act.

In the opinion of the Board, the independent directors possess the requisite expertise, skill, experience (including the
proficiency) and knowledge and are persons of integrity and repute. They fulfil the conditions specified in the Act,
rules made thereunder and in Listing Regulations and are independent of the management.

b) Key managerial personnel:

During the year under review, there has been no change in the key managerial personnel of the Company. Mr.
Seshadri Rajappan (DIN: 00862481), whole-time director, Mr. K. Rajavel, chief financial officer and Ms. Vaishali Jain
(ICSI Membership No. A58607), company secretary and compliance officer, continued to be the key managerial
personnel of the Company.

12) Number of meetings of the Board:

The Board met eight (8) times during the financial year ended March 31,2025. The meetings were held in accordance with
provisions of the Act and the relevant rules made thereunder and the Listing Regulations.

The particulars of the meetings held and attendance of the directors in the meetings are detailed in the corporate governance
report, which forms an integral part of this annual report.

13) Committees of the Board:

The Board has following committees to deal with specific areas and activities which concern the Company and requires a
closer review for making informed decision within the authority delegated to each of the committees:

a) Audit committee

b) Nomination and remuneration committee

c) Stakeholders’ relationship committee

d) Corporate social responsibility committee

e) Fund raising committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the corporate
governance report, which forms an integral part of this annual report. Further, during the year under review, all
recommendations made by the committees were considered and accepted by the Board.

14) Performance evaluation of the Board, its committees and individual directors:

The annual performance evaluation of the Board, its committees and individual directors was conducted in accordance
with the provisions of the Act and the Listing Regulations through structured questionnaires, designed on the basis of
criteria outlined in the guidance note on board evaluation issued by the Securities and Exchange Board of India and
feedback based on ratings.

The nomination and remuneration committee evaluated the performance of every director of the Company based on the
criteria such as participation at the meetings, attendance records, fulfilment of their functions, roles and responsibilities
and commitment towards the Company’s objectives.

The Board evaluated the performance of its committees based on the criteria such as composition of each committee, the
quality and timeliness of recommendations provided, effectiveness in fulfilling assigned roles and responsibilities and
frequency of its meeting.

The Board (excluding the independent director being evaluated) evaluated the performance of independent directors on
the basis of their ability to offer independent and unbiased opinion, their contribution in resolving issues during meetings,
attendance records, participation in the meetings, overall fulfilment of their functions, roles and responsibilities. Further,
the Board evaluated the performance of the executive directors based on the criteria such as their role in providing
assistance, support and directions to the Company.

The independent directors at their separate meeting (without the attendance of non- independent directors and members
of the management) held on March 27, 2025, reviewed the performance of the chairperson of the Company, non-independent
directors and the board as a whole. The independent directors also assessed the quality, quantity and timeliness of the
flow of information from the management to the Board, necessary for effectively and reasonably performing its duties.

The Board expressed their satisfaction towards the process followed by the Company for evaluating the performance of
the individual directors, Board and its committees.

15) Policy on directors’ appointment and remuneration:

The Board, based on the recommendation of the nomination and remuneration committee, has framed a policy on directors’
appointment and remuneration. This policy outlines the criteria for determining qualifications, positive attributes and
independence of a director as well as framework for remuneration of the directors, key managerial personnel and senior
management.

The policy has been posted on the website of the Company at https://sical.in/investors/policies.

It is hereby affirmed that the remuneration paid to the directors, key managerial personnel and senior management is in
line with the remuneration policy of the Company.

16) Familiarisation programme for independent directors:

The details of the familiarisation programme for independent directors are given in the corporate governance report, which
forms an integral part of this annual report.

17) Risk management:

The Company is not required to constitute a risk management committee, as it does not fall within the scope of Regulation
21 of the Listing Regulations. However, the Company has put in place a risk management policy, for monitoring, mitigating,
reporting and effectively managing the risks that are envisaged on the conduct of business wherein all material risks faced
by the Company are identified and assessed.

18) Vigil mechanism/whistle blower policy:

The vigil mechanism/whistle blower policy provides a mechanism for the directors, employees and stakeholders to report
their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct and
provides adequate safeguard against victimization to those who use such mechanism. The policy also makes provision for
direct access to the chairperson of the audit committee in exceptional cases. The details of the policy as well as establishment
of vigil mechanism are available on the website of the Company at https://sical.in/investors/policies.

19) Corporate social responsibility:

During the year under review, the Company was not required to incur any expenditure on corporate social responsibility
(“CSR”) activities, as the average net profit of the Company for the three (3) immediately preceding financial years was
negative. Accordingly, the annual report on CSR activities as required under the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended, is not applicable to the Company for the year under review.

The CSR policy is available on the website of the Company at https://sical.in/investors/policies. Further, the details regarding
the terms of reference of the CSR committee are provided in the corporate governance report.

20) Subsidiaries, joint ventures or associate companies:

As on March 31, 2025, the Company has six (6) direct subsidiary companies, two (2) indirect subsidiary companies and
one (1) joint venture through indirect subsidiary company as per the details given below:

S. No.	Name of the company	Relationship
1	Sical Infra Assets Limited	Subsidiary company
2	Sical Multimodal and Rail Transport Limited	Indirect subsidiary company
3	Sical Bangalore Logistics Park Limited	Indirect subsidiary company
4	Pristine Value Logistics Private Limited (Formerly known as Patchems P Limited)	Wholly owned subsidiary company
5	Sical Supply Chain Solutions Limited	Wholly owned subsidiary company
6	Sical Iron Ore Terminal (Mangalore) Limited	Wholly owned subsidiary company
7	Sical Mining Limited	Wholly owned subsidiary company
8	Sical Washeries Limited	Wholly owned subsidiary company
9	Sical Sattva Rail Terminal Private Limited	Joint venture through indirect subsidiary company

During the year under review, no company ceased to be the subsidiary or joint venture of the Company.

In terms of the Company’s policy for determining ‘Material Subsidiary’ of the Company, Sical Infra Assets Limited, Sical
Multimodal and Rail Transport Limited and Pristine Value Logistics Private Limited are considered as material subsidiary
of the Company, as their turnover or net worth exceeded 10% of the consolidated turnover or net worth of the Company in
the immediately preceding financial year.

Sical Infra Assets Limited is engaged in the business of providing logistics and related services through its subsidiary
companies i.e., Sical Multimodal and Rail Transport Limited and Sical Bangalore Logistics Park Limited.

Sical Multimodal and Rail Transport Limited (“SMART”) is engaged in operating container freight stations at Chennai,
Visakhapatnam and Tuticorin. During the financial year ended March 31, 2025, SMART has made progress on the
development of its rail-linked cargo terminal in Chennai. The terminal is being constructed on the SMART’s own land
parcel and is strategically located near key maritime port, offering significant potential for multimodal logistics integration.
This infrastructure project is expected to commence its operations in the financial year 2025-26 and is anticipated to play
a pivotal role in enhancing its logistics capabilities and contributing to future revenue growth. Further, during the financial
year ended March 31, 2025, SMART registered a turnover of Rs. 12,002 lakhs (previous year Rs. 10,435 lakhs) and
recorded profit before taxes of Rs. 1,798 lakhs as against the previous year’s figures of Rs. 537 lakhs. Sical Sattva Rail
Terminal Private Limited is the joint venture of SMART.

Pristine Value Logistics Private Limited (“PVLPL”) engaged in the business of providing integrated warehousing and
distribution services to various key industries such as electrical and electronics, paints, renewable energy, pharmaceutical,
construction, and beverages. Its services include handling of inward and outward stocks, purchase order management,
order processing, inventory management, and transportation. It operates a network of nineteen (19) warehouses with a
total warehousing space of 11,52,158 square feet located in four (4) states of India, namely, Maharashtra, Goa, Chhattisgarh
and Uttar Pradesh. In line with its strategic growth objectives, PVLPL recently entered the national super stockist model
within pharmaceutical sector, aiming to have high growth and value addition in the health care industry. During the financial
year ended March 31, 2025, PVLPL registered a turnover of Rs. 6,199.48 lakhs (previous year Rs. 5,097.94 lakhs) and
recorded profit before taxes of Rs. 209.57 lakhs as against the previous year’s figures of Rs. 192.07 lakhs.

During the year under review, there has been no material change in the nature of the business of the subsidiary companies.

In accordance with the Section 129(3) of the Act, a statement containing salient features of the financial statements of the
subsidiary companies in Form AOC-1 is annexed as Annexure I and forms an integral part of this report. The statement
also provides details of performance and financial position of each of the subsidiaries and joint venture.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the
Company, audited financial statements of the subsidiaries and all other related documents which are required to annexed
to the financial statements of the Company will also be kept open for inspection by any member. Members seeking to
inspect these documents can send an e-mail at [e-mail] mentioning their name, DP ID & Client ID/folio
number and permanent account number (PAN) and the same are also available on the Company’s website at https://
sical.in.

21) Consolidated financial statement:

In addition to the standalone financial statement of the Company, the consolidated financial statement is also being
presented to the members of the Company. The consolidated financial statement of the Company has been prepared in
accordance with the Act and the Indian Accounting Standards notified under the Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time.

The audited consolidated financial statement together with the independent auditor’s report thereon forms an integral part
of the annual report.

22) Adequacy of internal financial control system with reference to financial statement:

The preparation of the financial statements is pursuant to the control criteria defined considering the essential components
of internal control - as stated in the “Guidance Note on Audit of Internal Financial Controls over Financial Reporting”
issued by the Institute of Chartered Accountants of India. The control criteria ensure the orderly and efficient conduct of
the Company’s business, including adherence to its policies, safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial
information. Based on the assessment carried out by the management and the evaluation of the results of the assessment,
the Board is of the opinion that the Company has effective internal financial control systems reference to financial statement.

23) Auditors’ and their reports:

Statutory auditor:

The members of the Company at their 68^th Annual General Meeting held on September 29, 2023, approved the appointment
of M/s SRSV & Associates, Chartered Accountants (Firm registration number: 015041S), as the statutory auditor of the
Company for a period of three (3) years i.e., from the conclusion of 68^th Annual General Meeting till the conclusion of 71^st
Annual General Meeting to be held in the year 2026.

Statutory auditor’s report:

No qualifications, reservations, adverse remarks or disclaimer were made by the statutory auditor in their report on the
financial statement for the financial year ended March 31,2025.

Secretarial auditor:

M/s KRA & Associates, Practicing Company Secretaries (Firm Registration Number P2020TN082800 and Peer Review
Number 5562/2024), was appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial
year ended March 31,2025, as required under Section 204 of the Act and the Regulation 24A of the Listing Regulations.

In line with the amended Regulation 24A of the Listing Regulations, the Board, based on the recommendation of the audit
committee, has appointed (subject to the approval of the members in the ensuing annual general meeting of the Company)
M/s KRA & Associates, Practicing Company Secretaries, as secretarial auditor of the Company for a term of five (5)
consecutive years, commencing from the financial year 2025-26 till the financial year 2029-30 i.e., April 01,2025 to March
31,2030.

The Board has recommended, the appointment of M/s KRA & Associates, Practicing Company Secretaries, as secretarial
auditor of the Company, for the approval of the members at the ensuing annual general meeting of the Company.

The brief profile and other requisite information of M/s KRA & Associates, Practicing Company Secretaries, as required
under Regulation 36(3) of the Listing Regulations, is annexed to the notice of the ensuing annual general meeting.

Secretarial auditor’s report:

The secretarial audit report for the financial year ended March 31, 2025 does not contain any qualification, reservation,
adverse remark or disclaimer.

The secretarial audit reports of the Company and its material subsidiaries, i.e., Sical Infra Assets Limited, Sical Multimodal
and Rail Transport Limited and Pristine Value Logistics Private Limited are annexed as Annexure II and form an integral
part of this report.

Internal auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, as amended, M/s D.
Rangaswamy & Co., Chartered Accountants, was appointed as internal auditor by the Board to conduct internal audit of
the Company for the financial year 2024-25.

M/s D. Rangaswamy & Co., Chartered Accountants maintained a direct reporting relationship with the audit committee.
This reporting structure enabled prompt identification and escalation of issues warranting the audit committee''s attention,
thereby supporting the audit committee in discharging its oversight responsibilities and in upholding the highest standards
of corporate accountability and integrity.

Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act
are not applicable for the business activities carried out by the Company.

Reporting of frauds by auditors:

During the year under review, the auditors of the Company have not reported any instances of fraud committed against the
Company by its officers or employees under Section 143(12) of the Act to the audit committee, the Board or to the Central
Government.

24) Particulars of loan, guarantee or investment under Section 186 of the Companies Act, 2013:

The Company is engaged in the business of providing integrated logistics services which falls under the infrastructural
facilities as categorized under Schedule VI of the Act. Hence, the provisions of Section 186 of the Act are not applicable
to the Company to the extent of loans given, guarantees or securities provided, or any investment made. Further, the
details of loans given, guarantees or securities provided, or any investment made, if any, are provided in the notes to the
financial statement.

25) Deposits:

The Company did not accept any deposits within the meaning of the provisions of Chapter V (Acceptance of deposits by
companies) of the Act during the year under review. Neither any deposit is unclaimed or unpaid during the financial year
ended March 31, 2025.

26) Secretarial standards:

The Company complies with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

27) Conservation of energy, technology absorption, foreign exchange earnings and outgo:

a) Conservation of energy

The Company is committed to energy conservation and as a socially responsible entity, the Company continuously
monitors its operations to ensure environmental sustainability. The Company has implemented various energy
conservation techniques throughout its operations, contributing to improved energy efficiency and a reduction in
overall energy costs.

During the year under review, the Company has taken following steps in the direction of energy conservation.

i. Installation of LED lighting and smart energy management systems

The Company has installed a smart energy management system to monitor and manage energy usage throughout
its operations. This system helps in identifying the areas where energy can be conserved. Additionally, the
traditional sodium lights have been replaced with modern LED lighting. These measures have resulted in reduced
electricity consumption and corresponding decrease in the overall impact on the environment.

ii. Adoption of green energy through solar power

As part of its ongoing commitment to renewable energy and sustainability, the Company has installed solar
power systems at multiple locations within its project areas. These solar panels help in generating clean and
renewable energy on-site, thereby reducing dependency on conventional power sources. This initiative supports
the Company’s efforts toward greener operations.

iii. Use of energy-efficient electrical equipment

The Company has prioritised the use of 5-star rated and energy-efficient electrical equipment, throughout its
operations. This initiative has helped in reducing electricity consumption and lowering operating costs and
reinforcing the Company’s broader commitment to sustainability and responsible resource management.

As a part of its broader commitment to sustainability, the Company has taken steps in utilizing alternate source of
energy by installing solar power systems at project locations, to further enhance energy efficiency and minimize
environmental impact.

During the year under review, the Company, including its subsidiaries, incurred capital expenditure up to an amount
of Rs. 30,00,000/- (Rupees thirty lakhs only) towards ongoing initiatives focused on improving energy efficiency and
promoting sustainable operations.

b) Technology absorption

The Company remains focused on leveraging innovation and technological advancement as key enablers of sustainable
growth. With a strategic approach to technology adoption, the Company actively monitors and evaluates emerging
technologies that align with its goals of cost-efficiency and environmental sustainability. This includes the integration
of digital tools, smart energy solutions, and sustainable operational practices. As a result of these efforts, the Company
has witnessed various benefits, such as, improved safety standards, reduced energy consumption, and lower operating
costs.

c) Foreign exchange earnings and outgo

During the year under review, there was no transaction involving foreign exchange earnings and outgo.

28) Particulars of contracts or arrangement with related parties:

All the related party transactions entered during the year under review were in ordinary course of the business and at
arm''s length basis and in compliance with the Act and the Listing Regulations.

Subsequent to the end of the financial year March 31,2025, the Company entered certain material related party transactions
i.e., transaction with a related party exceeding Rupees 1000 crore or 10% of the annual consolidated turnover of the
Company, whichever is lower, as per the last audited financial statement of the Company. These transactions were duly
approved by the members of the Company through postal ballot on May 06, 2025, June 09, 2025 and August 07, 2025, in
accordance with the Act and the Listing Regulations.

The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed as
Annexure III to this report. Further, the disclosure pertaining to the transactions with the entities belonging to the promoter/
promoter group holding more than 10% of the shareholding in the Company, as mandated under Para A Schedule V of the
Listing Regulations along with the additional disclosure as required under the Indian Accounting Standard (Ind AS 24-
Related Party Disclosures) are provided in the notes to the financial statements, which form an integral part of this annual
report.

29) Manpower strength:

As of March 31, 2025, the Company employs total of thirty-five (35) individuals, comprising twenty-eight (28) males and
seven (7) females. The Company currently does not have any transgender employees.

30) Particulars of employees and remuneration:

There were no employees who were employed throughout the year and were in receipt of remuneration aggregating Rs.
1.02 crore or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 8.50 lakh per
month or more during the financial year ended March 31, 2025. Disclosure pertaining to remuneration and other details
required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, is annexed as Annexure IV and forms an integral part of this report.

31) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013:

The Company is committed to providing a safe and conducive environment for all its employees. The Company has in
place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. As per the said policy, the Company has an internal complaints committee
to redress complaints received regarding sexual harassment.

The requisite details as required under Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time,
are given below:

a) Number of complaints of sexual harassment received in the year : None

b) Number of complaints disposed off during the year : Not Applicable

c) Number of cases pending for more than ninety days : None

32) Compliance with Maternity Benefit Act, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The
Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women
employees are provided with maternity benefits as prescribed under the said Act including paid maternity leave, nursing
breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity.
Necessary internal systems and human resource policies are in place to uphold the spirit and letter of the legislation.

33) Corporate Governance:

Pursuant to Regulation 34 of the Listing Regulations, corporate governance report along with the certificate from practicing
company secretary, confirming compliance with the conditions of corporate governance as stipulated in Regulation 34
read with Schedule V of the Listing Regulations forms an integral part of this annual report.

34) Suspension of trading:

The details pertaining to suspension of trading in shares of the Company during the year under review are disclosed in the
corporate governance report, which forms an integral part of this annual report.

35) Management discussion and analysis:

The management discussion and analysis report for the financial year ended March 31, 2025, as required under the
Regulation 34 of the Listing Regulations, is annexed separately forming part of this annual report.

36) Directors'' responsibility statement:

To the best of knowledge and beliefs, the Board make the following statements in terms of Section 134(3)(c) of the Act:

a) in the preparation of the annual accounts for the financial year ended on March 31,2025, the applicable accounting
standards had been followed and no material departures have been made from the same;

b) such accounting policies have been selected and applied consistently and judgments and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31,
2025 and of the profit / loss of the Company for the year under review;

c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) the internal financial controls were in place and such internal financial controls were adequate and were operating
effectively; and

f) the Board has devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

37) Other disclosures:

No disclosure or reporting is required in respect of the following items as there were no transactions on these items, during
the year under review:

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

• The Company has not issued sweat equity shares.

• The Company has not implemented any employee stock option scheme.

• No corporate action required to be implemented by the Company.

• The Company''s whole-time director did not receive any remuneration or commission from Company''s holding company
or from any subsidiaries of the Company.

• There was no revision made in financial statement or the directors'' report of the Company.

• There has been no change in the nature of business of the Company.

• The Company has not obtained any credit rating of its securities.

• No significant and material order were passed by the regulators or courts or tribunals or statutory and quasi-judicial
body which impact going concern status and Company''s operations in future.

• Neither an application has been made nor any proceeding is pending before National Company Law Tribunal for
corporate insolvency process under the Insolvency and Bankruptcy Code, 2016.

• There is no incidence of one-time settlement in respect of any loan taken from the banks or financial institutions
during the year under review. Hence, disclosure pertaining to difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan is not applicable.

Acknowledgements

The Board acknowledge and thanks all the stakeholders of the Company including its employees, customers, shareholders,
bankers, vendors, lenders, regulatory and government authorities and stock exchanges for their support and cooperation. The
Board looks forward to their continued support in future.

For and on behalf of the board of directors
Sical Logistics Limited

(Sanjay Mawar) (Amit Kumar)

Director Director

DIN:00303822 DIN:01928813

Place : New Delhi

Date : September 02, 2025

---

Mar 31, 2024

The board of directors (“Board”) of Sical Logistics Limited (“Company”) hereby present the 69^th annual report of the Company together with the audited financial statements for the financial year ended on March 31, 2024.

1) Financial highlights:

The highlights of the standalone and consolidated financial results for the financial year ended March 31,2024 are given below:

(Amt. in Lakhs)

Particulars	Standalone		Consolidated
	Year ended March 31,2024	Year ended March 31, 2023	Year ended March 31,2024	Year ended March 31,2023
Income
Revenue from operations	6,617	26,612	22,109	39,211
Other income	1,305	451	1,751	2,625
Total income	7,922	27,063	23,860	41,836
Profit/ (loss) before exceptional item	(6,030)	(4,552)	(5,339)	(2,171)
Exceptional item	1,438	(74,403)	3,806	(79,952)
Profit/ (loss) after exceptional item from continuing operations	(4,592)	(78,955)	(1,533)	(79,123)
Tax expense:
Current tax	-	-	161	49
Deferred tax	-	-	402	326
Minimum Alternate Tax	-	-	-	263
Minimum Alternate Tax credit entitlement	-	-	(110)	-
Total tax expense	-	-	453	638
Profit/ (loss) after tax from continuing operations	(4,592)	(78,955)	(1,986)	(79,761)
Profit/ (loss) on discontinued operations	-	-	(844)	(3,631)
Share of (loss)/profit from joint venture	-	-	1	(2)
Total other comprehensive income/(loss)	5	46	(17)	58
Total comprehensive income/ (loss) for the year	(4,587)	(78,909)	(2,846)	(83,336)

The financial statement for the financial year ended March 31,2024, are prepared in accordance with the Companies Act, 2013 (“Act”) and Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

2) Transfer to reserves:

No amount has been transferred to reserves for the financial year under review.

3) Dividend:

The Board does not recommend any dividend for the financial year under review. There are no unpaid and unclaimed dividends of previous years and hence the requirement to transfer amount to investor education and protection fund is not applicable to the Company.

4) State of Company’s affairs:

The Company is engaged in providing integrated multimodal logistics solutions. The Company is into every aspect of logistics namely port handling, road and rail transport, warehousing, shipping, mining, stevedoring, customs handling, trucking retail logistics and integrated logistics.

5) Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements related to and date of this report. There has been no change in the nature of business of the Company.

6) Capital structure:

a) Authorised share capital

During the year under review, the authorised share capital of the Company remained same i.e., Rs. 220,00,00,000/-(Rupees two hundred twenty crore only) divided into 7,00,00,000 (seven crore) equity shares of Rs. 10/- (Rupees ten only) each and 15,00,00,000 (fifteen crore) preference shares of Rs. 10/- (Rupees ten only) each.

b) Paid-up share capital

During the year under review, the paid- up share capital of the Company remained same i.e., Rs. 65,24,90,800/-(Rupees sixty five crore twenty four lakh ninety thousand eight hundred only) divided into 6,52,49,080 (six crore fifty two lakh forty nine thousand eighty) equity shares of Rs. 10/- each.

7) Minimum public shareholding:

In the month of August, 2024, the promoter’s shareholding in the Company stands decreased from 95.00% to 90.00% whereas the public shareholding increased from 5.00% to 10.00%, thereby meeting the minimum public shareholding requirements as mandated under Rule 19A (5) of Securities Contracts (Regulations) Rules, 1957, as amended, read with Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”).

8) Annual return:

In terms of Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the annual return of the Company will be available on the website of the Company at www.sical.in.

9) Directors and key managerial personnel:

a) Directors:

As on March 31,2024, the Board of the Company has six (6) directors comprising of 1 (one) director in the category of key managerial personnel as whole-time director, 3 (three) non-executive & non- independent directors and 2 (two) non-executive & independent directors including 1 (one) independent woman director.

Further, the following changes took place during the financial year ended March 31, 2024 and up to the date of this report:

Appointment:

i) The shareholders, at the 68^th Annual General Meeting of the Company held on September 29, 2023, approved the following appointments on the Board:

S. No.	Name of the director	DIN	Terms and conditions of the appointment
1	Amit Kumar	01928813	Appointed as non-executive director with effect from January 11, 2023 and his office is liable to retire by rotation.
2	Anuradha Mukhedkar	09564768	Appointed as independent director with effect from January 11, 2023, to hold office for a term of 3 (three) consecutive years and her office is not liable to retire by rotation.
3	Rajnish Kumar	01507736	Appointed as non-executive director with effect from January 11, 2023 and his office is liable to retire by rotation
4	Seshadri Rajappan	00862481	Appointed as whole-time director with effect from January 11, 2023, to hold office for a term of 3 (three) consecutive years and his office is liable to retire by rotation.
5	Vinay Kumar Pabba	02711931	Appointed as independent director with effect from January 11, 2023, to hold office for a term of 3 (three) consecutive years and his office is not liable to retire by rotation.

ii) Based on the recommendation of the nomination and remuneration committee, the Board, appointed Mr. Sanjay Mawar (DIN: 00303822) as additional director under the category of non-executive director on November 02, 2023. However, he resigned from the Board with effect from the close of business hours of January 24, 2024 due to his personal commitments.

Further on the recommendation of the nomination and remuneration committee, the Board again appointed Mr. Sanjay Mawar (DIN: 00303822) as additional director under the category of non-executive director on February 13, 2024. The shareholders, vide postal ballot concluded on March 27, 2024, approved his appointment on the Board. The terms and conditions of his appointment are given below:

S. No.	Name of the director	DIN	Terms and conditions of the appointment
1	Sanjay Mawar	00303822	Appointed as non-executive director with effect from February 13, 2024 and his office is liable to retire by rotation.

iii) On May 16, 2024, the Board, appointed Mr. Satishkumarreddy Mulamreddy (DIN: 09199183) and Ms. Neelaveni (DIN: 09042292) as additional directors under the category of independent director. Mr. Satishkumarreddy Mulamreddy (DIN: 09199183) was also elected as chairman of the Company.

Further, the shareholders, vide postal ballot concluded on August 07, 2024, approved their appointment on the Board. The terms and conditions of their appointment are given below:

S. No.	Name of the director	DIN	Terms and conditions of the appointment
1	Satishkumarreddy Mulamreddy	09199183	Appointed as independent director with effect from May 16, 2024, to hold office for a term of 3 (three) consecutive years and his office is not liable to retire by rotation.
2	Neelaveni	09042292	Appointed as independent director with effect from May 16, 2024, to hold office for a term of 3 (three) consecutive years and her office is not liable to retire by rotation.

Resignation:

Ms. Anuradha Mukhedkar (DIN: 09564768) resigned from the position of independent director & chairperson of the Company, due to her personal commitments with effect from closing business hour of April 26, 2024.

Director retiring by rotation:

In accordance with the provisions of Section 152 and other applicable provisions of the Act, Mr. Rajnish Kumar (DIN: 01507736) is retiring by rotation at the 69^th Annual General Meeting of the Company. Being eligible, he has offered himself for re-appointment at the ensuing annual general meeting. He has consented to and is not disqualified from being re-appointed as director in terms of Section 164 of the Act read with applicable rules made thereunder.

Considering his vast experience, knowledge, skills and expertise, the nomination and remuneration committee and the Board has recommended the re-appointment of Mr. Rajnish Kumar at the ensuing annual general meeting. The details as required pursuant to the Regulation 36 (3) of the Listing Regulations and Clause 1.2.5 of the secretarial standard on general meetings (SS-2) in respect of Mr. Rajnish Kumar seeking re-appointment at the 69^th Annual General Meeting is annexed to the notice of the ensuing annual general meeting.

Independent directors and their declarations:

Mr. Vinay Kumar Pabba, Mr. Satishkumarreddy Mulamreddy and Ms. Neelaveni are the independent directors on the Board as on the date of this report. They have given declarations, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In terms of Section 150 of the Act read with the rules made there under, the Company has received confirmation from all the independent directors, that they are registered on the independent directors’ database maintained by the Indian Institute of Corporate Affairs (“IICA”). Pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the independent directors of the Company are exempted from taking online proficiency self-assessment test conducted by IICA. Also, all the independent directors have confirmed that are complying with the code for independent directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, the independent directors possess the requisite expertise, skill, experience and knowledge and are persons of integrity and repute. They fulfil the conditions specified in the Act as well as the rules made thereunder and are independent of the management.

b) Key managerial personnel:

i) At the 68^th Annual General Meeting of the Company held on September 29, 2023, the shareholders had approved the appointment of Mr. Seshadri Rajappan (DIN: 00862481) as whole-time director, to hold office for a term of 3 (three) consecutive years, with effect from January 11, 2023.

Further, as on the date of this report, Mr. Seshadri Rajappan has attained the age of 70 (seventy) years and pursuant to Section 196(3) of the Act, the Company is seeking approval of the shareholders at the ensuing annual general meeting of the Company for his continuation as whole-time director. Considering his skills, expertise and knowledge, the nomination and remuneration committee and Board has also recommended the proposal of approving his continuation as whole-time director.

The details as required pursuant to the Regulation 36 (3) of the Listing Regulations and Clause 1.2.5 of the secretarial standard on general meetings (SS-2) in respect of Mr. Seshadri Rajappan is annexed to the notice of the ensuing annual general meeting.

ii) The Board had appointed Mr. K. Rajavel as chief financial official of the Company with effect from August 31, 2023.

iii) Mr. Varadrajan Radhakrishnan (ICSI Membership No. A17870) had resigned from the post of company secretary and compliance officer of the Company with effect from April 30, 2023 and to fill the vacancy caused by his resignation, the Board had appointed Ms. Vaishali Jain (ICSI Membership No. A58607) as company secretary and compliance officer of the Company with effect from August 31, 2023.

10) Number of meetings of the Board:

The Board met 6 (six) times during the financial year ended March 31, 2024. The particulars of the meetings held and attendance of the directors in the meetings are detailed in the corporate governance report, which forms an integral part of this annual report. The meetings were held in accordance with provisions of the Act and the relevant rules made thereunder and the Listing Regulations.

11) Committees of the Board:

The Board has following committees to deal with specific areas and activities which concern the Company and requires a closer review for making informed decision within the authority delegated to each of the committee:

a) Audit committee

b) Nomination and remuneration committee

c) Stakeholders’ relationship committee

d) Corporate social responsibility committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the corporate governance report, which forms an integral part of this annual report. Further, during the year under review, all recommendations made by the committees were accepted by the Board.

12) Performance evaluation of the Board, its committees and individual directors:

The annual performance evaluation of the Board, its committees and individual directors was conducted in accordance with the provisions of the Act and the Listing Regulations through questionnaires designed on the basis of criteria provided in the guidance note on board evaluation issued by the Securities and Exchange Board of India and feedback based on ratings.

The nomination and remuneration committee evaluated the performance of every directors of the Company based on the criteria such as participation at the meetings, attendance records, fulfilment of functions, roles and responsibilities and commitment towards the Company.

The Board evaluated the performance of its committees based on the criteria such as composition of the committees, quality of its recommendations, fulfilment of its roles and responsibilities, frequency of its meeting. The Board (excluding the independent director being evaluated) evaluated the performance of independent directors based on the criteria such as rendering of independent, unbiased opinion and resolution to issues at meetings. Further, the Board evaluated the performance of the executive directors based on the criteria such as providing assistance and directions to the employees of the Company.

The independent directors at their separate meeting (without the attendance of non- independent directors and members of the management) held on March 29, 2024, reviewed the performance of the chairperson of the Company, non-independent directors and the board as a whole. The independent directors also assessed the quality, quantity and timeliness of the flow of information from the management to the Board for effectively and reasonably performing its duties.

The Board expressed their satisfaction towards the process followed by the Company for evaluating the performance of the individual directors, Board and its committees.

13) Policy on directors’ appointment and remuneration:

In accordance with the applicable provisions of the Act and the Listing Regulations, the Company has, put in place a policy on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of directors. The policy has been posted on the website of the Company at https://sical.in/investors/policies.

14) Familiarisation programme for independent directors:

The details of the familiarisation programme for independent directors are given in the corporate governance report, which forms an integral part of this annual report.

15) Risk management:

The Company has put in place a risk management policy, for monitoring, mitigating, reporting and effectively managing the risks that are envisaged on the conduct of business wherein all material risks faced by the Company are identified and assessed.

16) Vigil Mechanism/Whistle blower policy:

The vigil mechanism/whistle blower policy provides a mechanism for the directors, employees and stakeholders to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct and provides adequate safeguard against victimization to those who use such mechanism. The policy also makes provision for direct access to the chairperson of the audit committee in exceptional cases. The details of the policy as well as establishment of vigil mechanism are provided in the corporate governance report and are also available on the website of the Company at https://sical.in/investors/policies.

17) Corporate social responsibility:

During the year under review, the Company was not required to incur any expenditure on corporate social responsibility (“CSR”) activities as the Company’s average net profit for the 3 (three) immediately preceding financial years is negative. Accordingly, the annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is not applicable to the Company.

The CSR policy is available on the website of the Company at https://sical.in/investors/policies. The terms of reference of the CSR committee are detailed in the corporate governance report.

18) Subsidiaries, joint ventures or associate companies:

As on March 31, 2024, the Company has 6 (six) direct subsidiary companies, 2 (two) indirect subsidiary company and 1 (one) joint venture through indirect subsidiary company as per the details given below:

S. No.	Name of the company	Relationship
1	Sical Infra Assets Limited	Subsidiary company
2	Sical Multimodal and Rail Transport Limited	Indirect subsidiary company
3	Sical Bangalore Logistics Park Limited	Indirect subsidiary company
4	Pristine Value Logistics Private Limited (formerly known as Patchems Private Limited)	Wholly owned subsidiary company
5	Sical Supply Chain Solutions Limited	Wholly owned subsidiary company
6	Sical Iron Ore Terminal (Mangalore) Limited	Wholly owned subsidiary company
7	Sical Mining Limited	Wholly owned subsidiary company
8	Sical Washeries Limited	Wholly owned subsidiary company
9	Sical Sattva Rail Terminal Private Limited	Joint venture through indirect subsidiary company

Sical Multimodal and Rail Transport Limited is engaged in the business of operating container freight stations located at Chennai, Vizag and Tuticorin. Pristine Value Logistics Private Limited (formerly known as Patchems Private Limited) provides warehousing and distribution for pharma, medical division and consumer product companies.

Further, during the financial year ended March 31, 2024, the Company had forgone its right of entitlement in the equity shares offered under right issue of Develecto Mining Limited (“DML”), erstwhile subsidiary of the Company. As a result, the Company’s shareholding in DML was reduced from 51% to 2% and DML ceased to be the subsidiary of the Company.

19) Consolidated financial statement:

In addition to the standalone financial statement of the Company, the consolidated financial statement is also being presented to the members of the Company. The consolidated financial statement of the Company is prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The audited consolidated financial statement together with the independent auditor’s report thereon forms part of the annual report.

20) Performance and financial position of subsidiaries/ joint venture/ associates companies:

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statement of the subsidiary companies in the Form AOC-1 is annexed as Annexure I and forms an integral part of this report. The statement also provides details of the performance and financial position of each of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements, audited financial statements of the subsidiaries and other related information of the Company will also be kept open for inspection by any member. Members seeking to inspect these documents can send an e-mail at [e-mail] mentioning their name, DP ID & Client ID/folio number and permanent account number (PAN) and the same are also available on the Company’s website at www.sical.in.

21) Adequacy of internal financial control system with reference to financial statement:

The Board/management has reviewed the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the Company. The Board/ management is taking steps such as implementation of standard operating procedures for further strengthening of internal financial controls. The Board is of the opinion that the Company has effective internal financial control systems reference to financial statement.

22) Auditors’ and their reports:

Statutory auditor:

The members of the Company at their 68^th Annual General Meeting held on September 29, 2023, approved the appointment of M/s SRSV & Associates, Chartered Accountants (Firm registration number: 015041S), as the statutory auditor of the Company for a period of 3 (three) years i.e., from the conclusion of 68^th Annual General Meeting till the conclusion of 71^st Annual General Meeting to be held in the year 2026.

Statutory auditor’s report:

No qualifications, reservations, adverse remarks or disclaimer were made by the statutory auditor in their report on the financial statement for the financial year ended March 31, 2024.

Secretarial auditor:

M/s KRA & Associates, Company Secretaries, were appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial year ended March 31, 2024, as required under Section 204 of the Act. The secretarial audit report of the Company and its material subsidiaries, i.e., Sical Infra Assets Limited and Sical Multimodal and Rail Transport Limited, are annexed as Annexure II and forms an integral part of this report.

Secretarial auditor’s report:

The secretarial audit report for the financial year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

Reporting of frauds by auditors:

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the audit committee and/or the Board under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees.

23) Particulars of loan, guarantee or investment under Section 186 of the Companies Act, 2013:

The Company is engaged in the business of providing integrated logistics services which falls under the infrastructural facilities as categorized under Schedule VI of the Act. Hence, the provisions of Section 186 of the Act are not applicable to the Company to the extent of loans given, guarantees or securities provided or any investment made. Further, the details of loans given, guarantees or securities provided or any investment made, if any, are provided in the notes to the financial statement.

24) Deposits:

The Company did not accept any deposits within the meaning of the provisions of Chapter V (Acceptance of deposits by companies) of the Act during the year under review. Neither any deposit is unclaimed or unpaid during the financial year ended March 31, 2024.

25) Conservation of energy, technology absorption, foreign exchange earnings and outgo:

As the Company is engaged in the business of providing integrated logistics services, the information pertaining to conservation of energy and technology absorption, as required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, are not applicable to the Company. Further, during the year under review, there was no transaction involving foreign exchange earnings and outgo.

26) Secretarial standards:

The Company complies with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

27) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the said policy, the Company has an internal complaints committee to redress complaints received regarding sexual harassment. The Company did not receive any sexual harassment complaints during the year under review.

28) Particulars of contracts or arrangement with related parties:

All the related party transactions entered during the year under review were in ordinary course of the business and at arm’s length basis and there was no material related party transaction, i.e., transaction with a related party exceeding Rupees 1000 crore or 10% of the annual consolidated turnover, whichever is lower, as per the last audited financial statement of

the Company. Since, the disclosure in Form AOC- 2 is required to be made only of the related party transactions or arrangements that were not at arm’s length basis or the material related party transactions that were at arm’s length basis in accordance with the Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. The members may refer the financial statement which sets out the related party disclosures pursuant to Ind AS.

29) Particulars of employees and remuneration:

There were no employees who were employed throughout the year and were in receipt of remuneration aggregating Rs. 1.02 crore or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 8.50 lakh per month or more during the financial year ended March 31,2024. The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure III and forms an integral part of this report.

30) Corporate Governance:

Pursuant to Regulation 34 of the Listing Regulations, corporate governance report along with the certificate from Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V of the Listing Regulations forms an integral part of this annual report.

31) Suspension of trading:

The details pertaining to suspension of trading in shares of the Company during the year under review are disclosed in the corporate governance report annexed to this report.

32) Management discussion and analysis:

a) Industry structure and developments

The logistics industry facilitates the trade and business activities by transporting, storing, and distribution of goods through any of the arrangements viz. B2B, B2C, or C2C supply chain networks. Like most other industries, transportation and logistics sectors are confronted with immense change which brings both risk and opportunity. The changes are driven by new technologies, new market entrants, new customer expectations, and new business models.

Logistics sector is also facing an era of unprecedented change as digitisation takes hold, re-shaping the marketplace. Logistics companies are increasingly focussing on digital fitness, cost efficiency, asset productivity, and innovation to meet changing expectations. Building and refining these and other capabilities, and then bringing them to scale across the enterprise, will be key for the growth of this industry.

b) Opportunities and threats

The logistics industry in India is a dynamic and rapidly growing sector that is expected to play an increasingly important role in the country’s economy. Despite some challenges, the sector is well-positioned for long-term growth and presents exciting opportunities for investors and businesses.

The transportation and logistics sector in India is witnessing transformational growth with the rise in e-commerce and retail businesses and has been successful to keep pace with the latest demands of the sector. There has been maximum adoption of digitisation in the past years as businesses realised the importance of embracing a computerised supply chain ecosystem for business growth. On the other hand, Indian consumers are increasingly becoming tech-savvy thus creating an opportunity for e-commerce logistics service providers to grow. The use of smartphone by larger users in India has given rise to better opportunities for penetration of e-commerce.

With the government’s focus on improving infrastructure and the rise of e-commerce, the sector is expected to be a key driver of economic growth in the country. Moreover, with the increasing adoption of technology and the government’s push for a digital economy, there is also significant potential for logistics players to leverage data analytics, artificial intelligence, and machine learning to improve operational efficiency and enhance customer experience. There are also opportunities for foreign investment as international companies look to tap into India’s growing logistics market.

The competition from existing and new entrants and managing the geographical / capacity expansion present the Company with new challenges.

c) Segment-wise or product-wise performance

The Company’s entire business is from inter-modal logistics. There are no other primary / secondary segments in the Company’s business

d) Outlook

The Company is a multi-modal logistics service provider, has its presence in the sectors of port operations, road logistics, cold chain operations, warehousing, mining, overburden removal. With the Company adopting measures like focussed marketing and pricing strategy, strong customer relationships etc., efforts to boost operational efficiency and bring down the cost of operations and infrastructure development like enhancing and modernizing warehousing. This may have a positive impact on the Company’s long term business and profitability.

e) Risks and concerns

Logistics industry in India is evolving rapidly and is regarded as the backbone of the economy for moving goods across the country. However, evolutionary changes like technological innovations, change in consumer demands and new regulations often bring challenges to this sector. In addition to that, the meaning of logistics services has also expanded over the years, especially with the advent of e-commerce business, posing different challenges with reference to timely delivery, cost reduction, returns and refund management, and more.

f) Internal control systems and their adequacy

The Board/management has reviewed the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the Company. The Board/ management is taking steps such as implementation of standard operating procedures for further strengthening of internal financial controls. The Board is of the opinion that the Company has effective internal financial control systems.

g) Financial / operational performance

Total income of the Company on stand-alone basis from operations and other income during 2023-24 was Rs. 7,922 lakhs. The profit before tax and exceptional item for 2023-24 was Rs. (6,030) lakhs. The total comprehensive income for 2023-24 was Rs. (4,587) lakhs. The retained earnings as on March 31, 2024, was Rs. (1,91,176) lakhs.

h) Human resources and industrial relations

During the year under review, employee relations at all the offices of the Company remained cordial. Despite the challenging scenario, the work force aided the Company in maintaining the operations of the Company.

i) Key financial ratios

Details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in key financial ratios, as per the standalone financial statement of the Company, is given below:

Ratio	Year ended March 31, 2024	Year ended March 31,2023	Explanation for variations above 25%
Debtors Turnover	5.67	3.23	Not applicable as the variation is not above 25%
Interest Coverage Ratio	0.47	3.72	The sharp drop in the interest coverage ratio from 3.72 to 0.47 indicates a significant decline in the Company’s ability to cover interest expenses, likely due to substantial interest repayments or reduced earnings
Current Ratio	0.67	1.31	The negative movement is due to a portion of liabilities to financial creditors being classified as current amounting to Rs. 10,500 Lakhs.
Debt Equity Ratio	5.67	3.23	The movement accounts for additional loans from related parties during the year under review amounting to Rs. 2,747 Lakhs.

Ratio	Year ended March 31,2024	Year ended March 31, 2023	Explanation for variations above 25%
Operating Profit Margin (%)	0.22	0.11	Due to factors such as higher revenue, better control of operating expenses, or improved margins from core business activities, signaling enhanced profitability
Net Profit Margin	(69.40%)	(296.69%)	Favorable movement on account of the creation of certain liabilities and write off/ provision for certain assets as detailed in Note 24 of the financial statement during the financial year ended March 31,2023, however, there were no such write-offs in the financial year ended March 31, 2024.

a) Details of any change in return on net worth as compared to the immediately previous financial year

The drastic decline in return on capital employed from 156.04% to (3.15)% is likely due to favourable movement in the current year on account of huge write-offs in the immediately previous year as exceptional items.

b) Cautionary statement

Statements made in this report, particularly those which relate to management discussion and analysis, describing the Company’s objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might vary materially from those either expressed or implied in the statement depending on the circumstances.

33) Directors’ responsibility statement:

To the best of knowledge and beliefs, the Board make the following statements in terms of Section 134(3)(c) of the Act:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards had been followed and no material departures have been made from the same;

b) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2024 and of the profit / loss of the Company for the year under review;

c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) the internal financial controls were in place and such internal financial controls were adequate and were operating effectively; and

f) the Board has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34) Other disclosures:

No disclosure or reporting is required in respect of the following items as there were no transactions on these items, during

the year under review:

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued sweat equity shares;

• The Company has not implemented any employee stock option scheme;

• The Company’s whole-time director did not receive any remuneration or commission from Company’s holding company

or from any subsidiaries of the Company;

• There was no revision made in financial statement or the directors’ report of the Company;

• There has been no change in the nature of business of the Company;

• The Company has not obtained any credit rating of its securities;

• No significant and material order were passed by the regulators or courts or tribunals or statutory and quasi-judicial body which impact going concern status and Company’s operations in future;

• Neither an application has been made nor any proceeding is pending before National Company Law Tribunal for corporate insolvency process under the Insolvency and Bankruptcy Code, 2016;

• There is no incidence of one-time settlement in respect of any loan taken from the banks or financial institutions during the year under review. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

Acknowledgements

The Board acknowledge and thanks all the stakeholders of the Company including its employees, customers, shareholders, bankers, vendors, lenders, regulatory and government authorities and stock exchanges for their cooperation and support and look forward to their continued support in future.

For and on behalf of the board of directors Sical Logistics Limited

(Sanjay Mawar) (Amit Kumar)

Director Director

DIN:00303822 DIN:01928813

Place : Chennai Date : 03/09/2024

---

Mar 31, 2023

Board’s Report

Dear Members,

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 (“IBC”), the corporate insolvency
resolution process (“CIRP”) of Sical Logistics Limited (“Company”) was initiated by an operational creditor of the Company. The
operational creditor’s application to initiate the CIRP was admitted by the Hon’ble National Company Law Tribunal, Chennai
Bench (“NCLT”) and Mr. S. Lakshmisubramanian (IBBI Registration no. IBBI/IPA-003/IP-N00232/2019-2020/12697) was
appointed as the interim resolution professional to manage the affairs of the Company in accordance with the provisions of the
IBC vide order dated March 10, 2021. Mr. Sripatham Venkatasubramanian Ramkumar (IBBI Registration No. IBBI/IPA-001/IP-
P00015/2016-17/10039) was appointed as the resolution professional (“RP”) of the Company, as approved by the Committee
of Creditors (“CoC”), which was confirmed by the Hon’ble NCLT vide its order dated June 02, 2021. In view of the pendency of
the CIRP, the powers of the board of directors stood suspended and the management of the affairs of the Company was vested
with the RP.

In furtherance to above, the resolution plan submitted by Pristine Malwa Logistics Park Private Limited (“Resolution Applicant”)
was approved by the CoC of the Company. The RP submitted the CoC approved resolution plan to the Hon’ble NCLT for its
approval and the NCLT vide its order dated December 08, 2022 approved the resolution plan, submitted by the Resolution
Applicant under Section 31 of the IBC. In accordance with the provisions of the IBC and the NCLT order, the approved resolution
plan is binding on the Company and other stakeholders involved in the resolution plan.

As per the approved resolution plan, during the period between the NCLT approval date (as defined in the approved resolution
plan) and the effective date (as defined in the approved resolution plan) (“Interim Period”), a monitoring committee was constituted
(“Monitoring Committee”) comprising of the RP, 2 (two) representatives of the approving financial creditors and 2 (two)
representatives of the Resolution Applicant. During the Interim Period, the powers of the board of directors continued to remain
suspended and the Monitoring Committee managed the affairs of the Company as a going concern and supervised the
implementation of the resolution plan.

The Monitoring Committee, at its closing meeting held on January 11, 2023, inter-alia, reconstituted the board of directors of
the Company (“Board” or “Reconstituted Board”) and erstwhile board of directors were dissolved and all the directors of the
erstwhile board of directors were deemed to have resigned. Further upon conclusion of the closing meeting, the Monitoring
Committee stood dissolved.

Pursuant to and in accordance with the implementation of the approved resolution plan, the Resolution Applicant has acquired
95% of the paid up share capital of the Company. The Resolution Applicant is the new promoter of the Company. Accordingly,
the Company is now a subsidiary of the Resolution Applicant.

Members may kindly note that during the CIRP period, interim resolution professional/ resolution professional were entrusted
with the management of the affairs of the Company. The directors of the Reconstituted Board were entrusted with the management
of the affairs of the Company from January 11, 2023.

The Reconstituted Board of the Company is submitting this report in compliance with the provisions of the Companies Act,
2013 (“Act”) and the rules and regulations made thereunder and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015 (“Listing Regulations”). The Reconstituted Board is not to be considered
responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and
performance of the management for the period prior to the reconstitution of the Board.

The Reconstituted Board presents to the members the 68^th annual report of the Company along with the audited financial
statements for the financial year ended March 31, 2023.

1) Financial highlights:

The highlights of the standalone and consolidated financial results for the financial year ended March 31,2023 are given
below:

Particulars		Standalone		Consolidated
	Year ended March 31,2023		Year ended March 31, 2022	Year ended March 31,2023	Year ended March 31,2022
Income
Revenue from operations		26,612	21,093	39,211	34,887
Other income		451	960	2,625	923
Total income		27,063	22,053	41,836	35,810
Profit/ (loss) before exceptional item		(4,552)	(11,528)	(3,482)	(12,384)
Exceptional item		(74,403)	(12,828)	(79,272)	(12,828)
Profit/ (loss) after exceptional item		(78,955)	(24,356)	(82,752)	(25,212)
Tax expense:
Current tax		-	-	49	31
Deferred tax		-	-	326	40
Minimum Alternate Tax credit entitlement		-	-	263	446
Total tax expense		-	-	638	517
Profit/ (loss) after tax		(78,955)	(24,356)	(83,392)	(26,729)
Share of (loss)/profit from joint venture		-	-	(2)	(825)
Total other comprehensive income/(loss)		46	-	58	-
Total comprehensive income/ (loss) for the year		(78,909)	(24,356)	(83,336)	(26,554)

2) Transfer to reserves:

No amount has been transferred to reserves for the financial year under review.

3) Dividend:

The Board does not recommend any dividend for the financial year under review. There are no unpaid and unclaimed
dividends of previous years and hence the requirement to transfer amount to investor education and protection fund is not
applicable to the Company.

4) State of Company''s affairs:

During the year under review, the Company has carried out the following business activities:

Mining activities - overburden removal work at Amlori OCP of Northern Coalfields Limited.

Dredging activities - dredger was provided for carrying the dredging work for constructing Swan LNG port in Gujarat and
for the ONGC pipeline pre-lay trenching work at Yanam, Pondicherry.

5) Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company which occurred
between the end of the financial year of the Company to which the financial statements related to and date of this report.
There has been no change in the nature of business of the Company.

6) Implementation of the resolution plan:

The Hon’ble National Company Law Tribunal, Chennai Bench (“NCLT”) had approved the resolution plan submitted by the
Resolution Applicant vide its order dated December 08, 2022. The approved resolution plan has been implemented in the
following manner:

a) Infusion of funds in the Company by the Resolution Applicant

The Resolution Applicant had infused Rs. 65 crore in the Company by way of investment in the equity shares of the
Company and such infused amount was utilised towards the discharge/settlement of the admitted operational creditors
debt (as defined in the approved resolution plan), allotted CIRP cost amount (as defined in the approved resolution
plan), mandatory dissenting financial creditor payments (as defined in the approved resolution plan) and upfront FC
debt payment (as defined in the approved resolution plan) in a manner and on such terms as provided under the
approved resolution plan.

b) Assignment of debt to the Resolution Applicant

The creditors had assigned an amount of Rs. 17,17,54,92,510/- (being the balance FC debt and admitted other
operational creditors debt as defined under the approved resolution plan) to the Resolution Applicant.

c) Extinguishment/cancellation of erstwhile promoters’ shares

The entire existing issued, subscribed and paid-up share capital of the Company held by the erstwhile promoters were
extinguished and cancelled. Thus, 95,94,601 equity shares of Rs.10/- each held by the erstwhile promoters were
extinguished.

d) Reduction and reconstitution of public shareholding

The share capital of the Company had been reconstituted in such manner that the paid up share capital held by the
public shareholders were equivalent to 5% of the entire issued, subscribed and paid-up share capital of the Company.
Thus, the Company had allotted 1 (one) equity share of Rs. 10/- for every 15 (fifteen) equity shares of Rs. 10/- held by
the public shareholders i.e., allotment of 32,62,454 equity shares of Rs. 10/- each to the public shareholders.

e) Debt into equity conversion

The equity shares were allotted to the Resolution Applicant in such a manner that post allotment of equity shares i.e.,
22,60,319 equity shares of Rs. 10/- each towards initial fund infused (as mentioned in clause (a) above) and 5,97,26,307
equity shares of Rs. 10/- each towards assignment of debt (as mentioned in clause (b) above), the paid up share
capital held by the Resolution Applicant were equivalent to 95% of entire issued, subscribed and paid-up share capital
of the Company.

7) Effect of the implementation of the resolution plan:

Pursuant to the approved resolution plan, the Company has become the subsidiary of Pristine Malwa Logistics Park
Private Limited, New Delhi.

8) Capital structure:

a) Authorised share capital

During the year under review, the authorised share capital of the Company remained same i.e., Rs. 220,00,00,000/-
(Rupees two hundred twenty crore only) divided into 7,00,00,000 (seven crore) equity shares of Rs. 10/- (Rupees ten
only) each and 15,00,00,000 (fifteen crore) preference shares of Rs. 10/- (Rupees ten only) each.

b) Paid-up share capital

Pursuant to the implementation of the approved resolution plan, the following changes took place in the paid-up share
capital of the Company during the year under review:

i) The Company had extinguished and cancelled 95,94,601 equity shares of Rs.10/- each held by the erstwhile
promoters.

ii) The Company had allotted 1 (one) equity share of Rs. 10/- for every 15 (fifteen) equity shares of Rs. 10/- held by
the public shareholders i.e., allotment of 32,62,454 equity shares of Rs. 10/- to the public shareholders.

iii) The Company had issued and allotted 619,86,626 equity shares of Rs. 10/- to the Resolution Applicant.

The new paid up share capital of the Company after taking into account aforesaid changes is Rs. 65,24,90,800/- (Rupees
sixty five crore twenty four lakh ninety thousand eight hundred only) divided into 6,52,49,080 (six crore fifty two lakh forty
nine thousand eighty) equity shares of Rs. 10/- each.

The details pertaining to the corporate action implemented for the aforesaid changes are disclosed in the corporate
governance report annexed to this report.

9) Debentures:

The Company had 1,000 11% secured redeemable non-convertible debentures of face value of Rs.10,00,000 (Rupees ten
lakh) each amounting to Rs. 100 crore. The debentures were issued to IDFC First Bank Limited and were listed on
National Stock Exchange of India Limited. Pursuant to the implementation of the approved resolution plan, the admitted
dues of all the financial creditor including non-convertible dentures have been settled and consequently, as of March 31,
2023, there were no debentures.

10) Annual return:

In terms of Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as
amended, the annual return of the Company will be available on the website of the Company at www.sical.in.

11) Directors and key managerial personnel:

a) Directors:

The following changes took place during the financial year ended March 31, 2023 and up to the date of this report:
Dissolution of erstwhile board of directors of the Company

During the CIRP period, the powers of the board of directors stood suspended and the management of the affairs of
the Company was vested with the interim resolution professional/resolution professional. Pursuant to the implementation
of the approved resolution plan, the erstwhile board of directors were dissolved and all the directors of the erstwhile
board of directors i.e., Mr. Thiagarajan Subramanian (DIN: 00584440), Mr. Seshadri Rajappan (DIN: 00862481), Mr.
Krish Narayanan (DIN: 03137194), Mr. Swaminathan (DIN: 02481041) and Ms. Neelaveni (DIN: 09042292) were
deemed to have resigned on January 11, 2023.

Reconstitution of board of directors of the Company

Pursuant to the implementation of the approved resolution plan, the Monitoring Committee had re-constituted the
board on January 11, 2023 and following appointments were made:

S. No.	Name of the director	DIN	Category
1	Amit Kumar	01928813	Additional director under the category of non-executive director
2	Anuradha Mukhedkar	09564768	Additional director under the category of independent director and chairperson of the Board
3	Rajnish Kumar	01507736	Additional director under the category of non-executive director
4	Seshadri Rajappan	00862481	Additional director under the category of executive director i.e., whole time director
5	Thiagarajan Subramanian*	00584440	Additional director under the category of executive director i.e., whole time director and chief financial officer
6	Vinay Kumar Pabba	02711931	Additional director under the category of independent director

Director retiring by rotation:

Since, as a part of implementation of the approved resolution plan, the erstwhile board of directors of the Company
were dissolved and new board of directors were reconstituted with effect from January 11,2023, no director will retire
by rotation at the ensuing annual general meeting of the Company pursuant to Section 152 and other applicable
provisions of the Act.

Independent directors and their declarations:

During the CIRP period, Mr. Krish Narayanan, Mr. Swaminathan and Ms. Neelaveni were the independent directors of
the Company. However, during such period, the powers of the board of directors stood suspended and the management
of the affairs of the Company was vested with the resolution professional. As a part of implementation of the resolution
plan, the erstwhile board of directors were dissolved and all the directors of erstwhile board of directors were deemed
to have resigned on January 11, 2023.

Ms. Anuradha Mukhedkar and Mr. Vinay Kumar Pabba are the independent directors on the Reconstituted Board as
on the date of this report. They have given declarations under Section 149(7) of the Act, that they meet the criteria of
independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations. In
terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance
or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence.

In terms of Section 150 of the Act read with the rules made there under, the Company has received confirmation from
all the independent directors, that they are registered on the independent directors’ database maintained by the
Indian Institute of Corporate Affairs (“IICA”). Pursuant to Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, all the independent directors of the Company are exempted from taking online
proficiency self-assessment test conducted by IICA. Also, all the independent directors have confirmed that are
complying with the code for independent directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, the independent directors possess the requisite expertise, skill, experience and knowledge
and are persons of integrity and repute. They fulfil the conditions specified in the Act as well as the rules made
thereunder and are independent of the management.

b) Key managerial personnel:

The following changes took place in the office of key managerial personnel of the Company during the financial year
ended March 31, 2023 and up to the date of this report:

During the year under review, Mr. Thiagarajan Subramanian was holding office as managing director and chief financial
officer of the Company and Mr. Seshadri Rajappan was holding office as whole-time director of the Company.

Pursuant to the implementation of the approved resolution plan, Mr. Thiagarajan Subramanian and Mr. Seshadri
Rajappan, being the directors of the erstwhile board, deemed to have resigned on January 11, 2023.

Further, on January 11,2023, Mr. Thiagarajan Subramanian was appointed on the Reconstituted Board as additional
director under the category of executive director i.e., whole-time director and chief financial official. However, he
ceased to be additional director and chief financial officer of the Company with effect from February 23, 2023 as he
has left for the heavenly abode.

On January 11, 2023, Mr. Seshadri Rajappan was also appointed on the Reconstituted Board as additional director
under the category of executive director i.e., whole-time director. The board of directors has recommended his
appointment as whole-time director at the ensuing annual general meeting of the Company.

During the year under review, Mr. Varadrajan Radhakrishnan (ICSI Membership No. A17870) continue to hold the
office as company secretary and compliance officer. However, he has resigned from the said post with effect from April
30, 2023.

12) Number of meetings of the Board:

During the CIRP period, the powers of the board of directors stood suspended and no meeting of the board of directors of
the Company were held until the completion of CIRP. Pursuant to the implementation of the approved resolution plan, the
board was reconstituted on January 11,2023 and 2 (two) board meeting was held during the financial year 2022-23 (after

completion of CIRP). The particulars of the meetings held and attendance of the directors in the meetings are detailed in
the corporate governance report, which forms an integral part of this annual report.

13) Committees of the Board:

The erstwhile board had, prior to the commencement of the CIRP, constituted board committees to deal with specific areas
and activities which concern the Company and requires a closer review. However, pursuant to initiation of the CIRP, all the
powers of the erstwhile board and its committees were suspended.

Pursuant to the implementation of the approved resolution plan, the Reconstituted Board had reconstituted following
committees on February 07, 2023 to make informed decision within the authority delegated to each of the committee:

a) Audit committee

b) Nomination and remuneration committee

c) Stakeholders’ relationship committee

d) Corporate social responsibility committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the corporate
governance report, which forms an integral part of this annual report. Further, the re-constituted committees were not
referred with any matter requiring recommendation to the Board for its acceptance.

14) Performance evaluation of the Board, its committees and individual directors:

The powers of the erstwhile board of directors of the Company were suspended during the CIRP with effect from March 10,
2021 and such powers were vested with the interim resolution professional/resolution professional. As a part of
implementation of the resolution plan approved by the Hon’ble NCLT, Chennai bench vide its order dated December 08,
2022, the erstwhile board of directors of the Company were dissolved and new board of directors were constituted with
effect from January 11,2023. Therefore, being very short period, it was not feasible for the new board of directors to carry
out the performance evaluation of Board, its committees and individual directors during the remaining period of year under
review after re-constitution.

15) Policy on directors’ appointment and remuneration:

In terms of provisions of Section 178 of the Act and applicable provisions of the Listing Regulations, the Company had,
prior to commencement of CIRP, put in place a policy on directors’ appointment and remuneration. The policy has been
posted on the website of the Company at https://sical.in/investors/policies.

16) Familiarisation programme for independent directors:

The details of the familiarisation programme for independent directors are given in the corporate governance report, which
forms an integral part of this annual report.

17) Risk management:

The Company had, prior to the commencement of the CIRP, put in place a risk management policy, for monitoring, mitigating,
reporting and effectively managing the risks that are envisaged on the conduct of business wherein all material risks faced
by the Company are identified and assessed.

18) Vigil Mechanism/Whistle blower policy:

The Company had, prior to the commencement of the CIRP process, put in place a vigil mechanism / whistle blower policy.
The details of the policy as well as establishment of vigil mechanism are provided in the corporate governance report and
are also available on the website of the Company at https://sical.in/investors/policies.

19) Corporate social responsibility:

The Company had, prior to the commencement of the CIRP, put in place a corporate social responsibility (“CSR”) policy
and it is also available on the website of the Company at https://sical.in/investors/policies. The terms of reference of the
CSR committee are detailed in the corporate governance report.

Pursuant to Section 135 of the Act and rules and regulations made there under, it is required to spend two percent of the
average net profit of the Company for three immediately preceding financial years. As the average net profit of the Company
during previous three financial years was negative, the Company was not required to spend any amount for the CSR

purpose during the year under review. Accordingly, the annual report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended, is not applicable to the Company.

20) Subsidiaries, joint ventures or associate companies:

As per the resolution plan approved by the Hon’ble NCLT vide its order dated December 08, 2022, the Company has 7
(seven) direct subsidiary companies, 2 (two) indirect subsidiary company and 1 (one) joint venture through indirect subsidiary
company as per the details given below:

S. No.	Name of the company	Relationship
1	Sical Infra Assets Limited	Subsidiary company
2	Sical Multimodal and Rail Transport Limited	Indirect subsidiary company
3	Sical Bangalore Logistics Park Limited	Indirect subsidiary company
4	Patchems Private Limited	Subsidiary company
5	Develecto Mining Limited	Subsidiary company
6	Sical Supply Chain Solutions Limited	Wholly owned subsidiary company
7	Sical Iron Ore Terminal (Mangalore) Limited	Wholly owned subsidiary company
8	Sical Mining Limited	Wholly owned subsidiary company
9	Sical Washeries Limited	Wholly owned subsidiary company
10	Sical Sattva Rail Terminal Private Limited	Joint venture through indirect subsidiary company

Sical Infra Assets Limited (“SIAL”) is the holding company of Sical Multimodal and Rail Transport Limited and Sical Bangalore
Logistics Park Limited. The shares of SIAL were held by the Company (53.60%) and Old Lane Mauritius IV Limited
(46.40%). During the current financial year (i.e., 2023-24), the entire shareholding of Old Lane Mauritius IV Limited has
been acquired by Pristine Logistics & Infraprojects Limited (the ultimate holding company).

Sical Multimodal and Rail Transport Limited(“SMART”) is engaged in the business of operating container freight stations
located at Chennai, Vizag and Tuticorin. SMART is in the process of developing a rail terminal at Anupampattu which is
expected to be completed by the end of the current financial year.

Patchems Private Limited is engaged in providing warehousing and distribution for pharma, medical division and consumer
product companies.

Sical Bangalore Logistics Park Limited is in the process of developing a rail terminal at Bengaluru.

Develecto Mining Limited is expected to commence its operations at the Tubed mines during the current financial year.

Further, as per the approved resolution plan, the entire shareholding of the Company in the following companies will be
transferred to and will be held in the name of the trust (to be established for undertaking the sale of Company’s shareholding
in such companies) for the benefits of the committee of creditors, and these companies have ceased to be the subsidiary
companies and the Company has derecognized its investment in these companies from the effective date i.e., January 11,
2023:

a) Sical Iron Ore Terminal Limited

b) Sical Saumya Mining Limited

c) Sical Logixpress Private Limited

d) Sical Connect Limited

e) Bergen Offshore Logistics Pte Limited

f) PSA SICAL Terminals Limited

21) Consolidated financial statement

In addition to the standalone financial statement of the Company, the consolidated financial statement is also being
presented to the members of the Company. The consolidated financial statement of the Company is prepared in accordance
with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended.
The audited consolidated financial statement together with the independent auditor’s report thereon forms part of the
annual report.

22) Performance and financial position of subsidiaries/ joint venture/ associates companies:

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statement of the subsidiary
companies and joint venture in the Form AOC-1 is annexed as Annexure I and forms an integral part of this report.
The statement also provides details of the performance and financial position of each of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statement, including the consolidated
financial statement, audited financial statements of the subsidiaries and other related information of the Company will also
be kept open for inspection by any member. Members seeking to inspect these documents can send an e-mail at
[e-mail] mentioning their name, DP ID & Client ID/folio number and permanent account number (PAN)
and the same are also available on the Company’s website at www.sical.in.

23) Adequacy of internal financial control system with reference to financial statement:

During the CIRP period, interim resolution professional/ resolution professional was entrusted with the management of the
affairs of the Company. The directors of the Reconstituted Board were entrusted with the management of the affairs of the
Company from January 11,2023. The Reconstituted Board reviewed the internal control system of the Company and has
initiated steps to implement the robust internal control framework including standard operating procedures. The Reconstituted
Board are of the opinion that based on the knowledge/ information gained by them about affairs of the Company in a
limited period of time from records of the Company, the Company has effective internal financial control systems reference
to financial statement.

24) Auditors’ and their reports:

Statutory auditor:

The members at the 67^th Annual General Meeting of the Company held on December 31, 2022 had appointed M/s SRSV
& Associates, Chartered Accountants (Firm registration number: 015041S) as the statutory auditor of the Company, to hold
office till the conclusion of the 68^th Annual General Meeting of the Company.

As the tenure of M/s. SRSV & Associates, Chartered Accountants, to hold the office as statutory auditor of the Company is
coming to end at the conclusion of the ensuing annual general meeting, they have furnished their consent for appointment
as the statutory auditor of the Company along with a certificate, pursuant to Section 139 (1) and 141 of the Act, stating that
they are not disqualified to act as auditor and that their proposed appointment satisfies the terms and conditions prescribed
under the Act.

As they are eligible and have expressed their willingness to act as statutory auditor of the Company, the Reconstituted
Board, on the recommendation of the audit committee, has recommended, the appointment of M/s. SRSV & Associates,
Chartered Accountants, as the statutory auditor for a period of 3 (three) years from the conclusion of 68^th Annual General
Meeting till the conclusion of 71^st Annual General Meeting.

Statutory auditor’s report:

No qualifications, reservations, adverse remarks or disclaimer were made by the statutory auditor in their report on the
financial statement for the financial year ended March 31, 2023.

Secretarial auditor:

M/s KRA & Associates, Company Secretaries, were appointed as secretarial auditor to conduct the secretarial audit of the
Company for the financial year ended March 31, 2023, as required under Section 204 of the Act. The secretarial audit
report of the Company and its material subsidiaries, i.e., Sical Infra Assets Limited and Sical Multimodal and Rail Transport
Limited, are annexed as Annexure II and forms an integral part of this report.

Secretarial auditor’s report:

The secretarial audit report for the financial year ended March 31, 2023 does not contain any qualification, reservation,
adverse remark or disclaimer.

Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act
are not applicable for the business activities carried out by the Company.

Reporting of frauds by auditors:

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the resolution
professional/audit committee (post completion of CIRP), under Section 143 (12) of the Act, any instances of fraud committed
against the Company by its officers or employees, the details of which would need to be mentioned in the board’s report.

25) Particulars of loan, guarantee or investment under Section 186 of the Companies Act, 2013:

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statement
provided in this annual report.

26) Deposits:

The Company did not accept any deposits within the meaning of the provisions of Chapter V (Acceptance of deposits by
companies) of the Act during the year under review. Neither any deposit is unclaimed or unpaid during the financial year
ended March 2023.

27) Conservation of energy, technology absorption, foreign exchange earnings and outgo:

As the Company is engaged in the business of providing logistics services, the information pertaining to conservation of
energy and technology absorption, as required under Section 134 of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, as amended, are not applicable to the Company. Further, during the year under review, there was no transaction
involving foreign exchange earnings and outgo.

28) Secretarial standards:

The Company complies with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

29) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013:

The Company had, prior to the commencement of CIRP, in place an anti-sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
As per the said policy, the Company has an internal complaints committee to redress complaints received regarding
sexual harassment. The Company did not receive any sexual harassment complaints during the year under review.

30) Particulars of contracts or arrangement with related parties:

All the related party transactions entered during the year under review were in ordinary course of the business and at arm’s
length basis and there was no material related party transaction, i.e., transaction with a related party exceeding Rupees
1000 crore or 10% of the annual consolidated turnover, whichever is lower, as per the last audited financial statement of
the Company. Since, the disclosure in Form AOC- 2 is required to be made only of the related party transactions or
arrangements that were not at arm’s length basis or the material related party transactions that were at arm’s length basis
in accordance with the Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under
Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. The members may refer the financial statement which sets
out the related party disclosures pursuant to Ind AS.

31) Particulars of employees and remuneration:

There were no employees who were employed throughout the year and were in receipt of remuneration aggregating Rs.
1.02 crore or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 8.50 lakh per
month or more during the financial year ended March 31,2023. The information required under Section 197(12) of the Act
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed
as Annexure III and forms an integral part of this report.

32) Corporate Governance:

Pursuant to Regulation 34 of the Listing Regulations, corporate governance report along with the certificate from the
statutory auditor of the Company, M/s SRSV & Associates, Chartered Accountants, certifying compliance with the conditions
of corporate governance forms an integral part of this annual report.

33) Suspension of trading

The details pertaining to suspension of trading in shares of the Company during the year under review are disclosed in the
corporate governance report annexed to this report.

34) Management discussion and analysis:

a) Industry structure and developments

The logistics industry facilitates the trade and business activities between two or more parties by transporting, storing,
and distribution of goods through any of the arrangements viz. B2B, B2C, or C2C supply chain networks. At present
time, logistics companies implement integrated cargo transportation services by land, air, and water while adapting to
the changing nature of economic patterns and digitization.

Logistics sector is facing an era of unprecedented change as digitisation takes hold and customer expectations
evolve combined with new technologies, re-shaping the marketplace and the challenges from the new entrants.

b) Opportunities and threats

The transportation and logistics sector in India is witnessing transformational growth with the rise in e-commerce and
retail businesses and has been successful to keep pace with the latest demands of the sector. There has been
maximum adoption of digitisation in the past two years as businesses realised the importance of embracing a
computerised supply chain ecosystem for business growth. On the other hand, Indian consumers are increasingly
becoming tech-savvy thus creating an opportunity for e-commerce logistics service providers to grow. The use of
smartphone by larger users in India has given rise to better opportunities for penetration of e-commerce.

With the government’s focus on improving infrastructure and the rise of e-commerce, the sector is expected to be a
key driver of economic growth in the country. Moreover, with the increasing adoption of technology and the government’s
push for a digital economy, there is also significant potential for logistics players to leverage data analytics, artificial
intelligence, and machine learning to improve operational efficiency and enhance customer experience. There are
also opportunities for foreign investment as international companies look to tap into India’s growing logistics market.

The competition from existing and new entrants and managing the geographical / capacity expansion present the
Company with new challenges.

c) Segment-wise or product-wise performance

The Company’s entire business is from inter-modal logistics. There are no other primary / secondary segments in the
Company’s business

d) Outlook

During the CIRP period, the powers of the board of directors stood suspended and the management of the affairs of
the Company was vested with the interim resolution professional/resolution professional. Pursuant to the implementation
of the approved resolution plan, the erstwhile board of directors were dissolved and replaced with the new board of
directors. The new board of directors were entrusted with the management of the affairs of the Company from January
11, 2023. This may have a positive impact on the Company’s long term business and profitability.

e) Risks and concerns

Logistics industry in India is evolving rapidly and is regarded as the backbone of the economy for moving goods
across the country. However, evolutionary changes like technological innovations, change in consumer demands and
new regulations often bring challenges to this sector. In addition to that, the meaning of logistics services has also
expanded over the years, especially with the advent of e-commerce business, posing different challenges with reference
to timely delivery, cost reduction, returns and refund management, and more.

f) Internal control systems and their adequacy

During the CIRP period, interim resolution professional/ resolution professional was entrusted with the management
of the affairs of the Company. The directors of the Reconstituted Board were entrusted with the management of the
affairs of the Company from January 11, 2023. The Reconstituted Board reviewed the internal control system of the
Company and has initiated steps to implement the robust internal control framework including standard operating
procedures. The Reconstituted Board are of the opinion that based on the knowledge/ information gained by them
about affairs of the Company in a limited period of time from records of the Company, the Company has effective
internal financial control systems.

g) Financial / operational performance

Total income of the Company on stand-alone basis from operations and other income during 2022-23 was Rs. 27,063
lakhs. The profit before tax and exceptional item for 2022-23 was Rs. (4,552) lakhs. The total comprehensive income
for 2022-23 was Rs. (78,909) lakhs. The retained earnings as on March 31, 2203, was Rs. (1,86,584) lakhs.

h) Human resources and industrial relations

During the year under review, employee relations at all the offices of the Company remained cordial. Despite the
challenging scenario, the work force aided the Company in maintaining the operations of the Company.

Key financial ratios

Details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in
key financial ratios, as per the standalone financial statement of the Company, is given below:

i) Details of any change in return on net worth as compared to the immediately previous financial year

By virtue of the Hon’ble NCLT order dated December 08, 2022 and approved resolution plan, amount payable to
secured financial creditors and other creditors have reduced, net-worth has improved and hence there is change in
return on net worth.

j) Cautionary statement

Statements made in this report, particularly those which relate to management discussion and analysis, describing
the Company’s objectives, projections, estimates and expectations may constitute “forward looking statements” within
the meaning of applicable laws and regulations. Actual results might vary materially from those either expressed or
implied in the statement depending on the circumstances.

35) Significant and material orders passed by the regulators or courts or tribunals impacting going concerns status
and Company’s operations in future

The Hon’ble NCLT under Section 31 of the IBC, vide its order dated December 08, 2022 approved the resolution plan
submitted by Pristine Malwa Logistics Park Private Limited. Except this, no other significant or material orders were
passed by the regulators or courts or tribunals or statutory and quasi-judicial body impacting the going concern status and
Company’s operations in future.

36) Directors’ responsibility statement:

During the CIRP period, interim resolution professional/ resolution professional was entrusted with the management of the
affairs of the Company. The directors of the Reconstituted Board were entrusted with the management of the affairs of the
Company with effect from January 11, 2023.

To the best of knowledge and beliefs, the directors of the Reconstituted Board make the following statements in terms of

Section 134(3)(c) of the Act:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable accounting

standards had been followed and no material departures have been made from the same;

b) such accounting policies have been selected and applied consistently and judgments and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the March
31, 2023 and of the profit / loss of the Company for the year under review;

c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) the internal financial controls were in place and such internal financial controls were adequate and were operating

effectively; and

f) the Reconstituted Board has devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

37) Other disclosures:

No disclosure or reporting is required in respect of the following items as there were no transactions on these items, during

the year under review:

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued sweat equity shares;

• The Company has not implemented any employee stock option scheme;

• None of the directors of the Reconstituted Board including additional directors in the capacity of whole-time directors
received any remuneration or commission from Company’s holding company or from any subsidiaries of the Company;

• There was no revision made in financial statement or the directors’ report of the Company;

• There has been no change in the nature of business of the Company;

• The Company has not obtained any credit rating of its securities;

• There was no one-time settlement done by the Company and hence the details of difference in valuation arising
between such one-time settlement and the loan taken from the banks or financial institutions does not arise.

Acknowledgements

The Reconstituted Board acknowledge and thanks all the stakeholders of the Company including its employees, customers,
shareholders, bankers, vendors, lenders, regulatory and government authorities and stock exchanges for their cooperation
and support and look forward to their continued support in future.

For and on behalf of the board of directors
Sical Logistics Limited

(Seshadri Rajappan) (Amit Kumar)

Whole-time director Director

DIN:00862481 DIN:01928813

Place : Chennai
Date : August 31,2023

---

Mar 31, 2018

The Directors are pleased to present this Sixty Third Annual Report of your company and the audited financial statements for the year ended 31st March, 2018.

FINANCIAL REVIEW

The stand-alone financial results for the year ended 31st March, 2018 are summarised below.

[Rs. In lakhs]

Year ended 31 March	2018	2017
Sales and other income	97462	75215
Profit before interest, depreciation and tax	12831	12466
Interest	3316	2349
Cash Profit	9515	10117
Depreciation	4395	2720
Profit before tax	5120	7397
Provision for tax	2254	2743
Net profit	2866	4554
Earnings per share [EPS] in ‘ [after exceptional items]	5.15	8.19

DIVIDEND

With a view to conserve the available resources that are required for implementing the long term Mine Developer and Operator contracts bagged by the Company and for the other projects, it has been proposed by the Board of Directors to defer the declaration of dividends for the financial year 2017-18.

RESERVES

Debenture redemption reserve of Rs. 5 crores has been created for the financial year 2017-18 in accordance with the provisions of Rule 18[7] of the Companies [Share Capital and Debenture] Rules, 2014.

FRESH ISSUE OF SHARES / DEBENTURES

The Company has not issued any shares / securities which are convertible into equity shares or Non-convertible debentures during the financial year 2017-18.

FIXED DEPOSITS

The Company has not invited any deposits from public. There are no unclaimed deposits which were matured as on 31st March, 2018.

UNCLAIMED DIVIDENDS

Pursuant to the provisions of the Companies Act any dividend amount which remains unpaid or unclaimed for a period of 7 years will have to be transferred to the Investor Education and Protection Fund of the Central Government. The Company does not have any amount lying under unclaimed dividend as on 31st March, 2018 and hence the said provisions are not applicable.

PERFORMANCE

The company’s revenues for financial year 2017-18 was Rs. 97462 lakhs as against Rs.75215 lakhs in the previous year which is higher by 29.58%. Profit After Tax was Rs. 2866 lakhs as against Rs.4554 lakhs in the previous year. The overburden removal contracts in the mining areas and the integrated logistics contract continued to be the major contributor for the growth of the company.

The highlights on the performance of various divisions of the company duringthe financial year 2017-18 is provided below:

INTEGRATED LOGISTICS

The contract for movement of coal from Mahanadhi Coal Fields in Odisha to the power plant of NLC at Tuticorin through road-rail-sea movement continued its operations during the year under review and handled 1.2 MMT of raw coal. The coal washery operations which begun in February, 2017 continued to perform better and has handled 0.95 MMT of washed coal.

SURFACE MINING OF COAL AND OVERBURDEN REMOVAL CONTRACTS

The Company’s operation of surface mining of coal and transportation at Bharatpur for the second term and the continued operations at Lajkura and Samaleswari mines in Odisha and the Jhingurda mine at Madhya Pradesh continued its improved performance strengthening the Company’s position in the mining activities. The company owns around 382 fleet of own equipments for executing the various contracts. The Company has handled 9.0 million metric tones of coal and 30.7 million cubic metres of overburden during the year as against 9.5 million metric tonnes of coal and 19.7 million cubic meters of overburden in the previous financial year 2016-17.

MINE DEVELOPER AND OPERATOR CONRACTS [MDO]

The Mine Developer and Operator contract awarded by the West Bengal Power Development Corporation Limited for the Tara East and West Mines for a contract value of Rs.1500 crores over a period of 7 years is expected to commence its activities during the current financial year 2018-19 subject to receiving all regulatory approvals.

The Company in association with Ambey Mining Private Limited and Godavari Commodities Limited have bagged the Mine Developer and Operator Contract by the Damodar Valley Corporation for the Tubed Mines during the year and accordingly have incorporated a new SPV with 51% stake. This contract is expected to acheive a revenue of Rs.10,000 crores [including taxes] over a period of 20 years which is a long term in nature and provide stable revenue contribution to the company’s growth.

PORT HANDLING

During the year under review, this division performed stevedoring activities at the Ports of Chennai, Tuticorin, Mangalore, Vizagand Ennore.The Company handled coal and other bulk commodities at these ports. Volume handled during the current year is 15.05 million MTs as against 17.20 million MT in the previous year.

ROAD LOGISTICS

The Road Logistics division extends movement of cargo through trucks/trailers and has a clientele operating in petroleum, construction, steel, fertiliser and chemical and power sectors. This division also provides services for the performance of company’s integrated logistics and overburden removal sectors for removal and movement of coal from the coalfields. The Company has been focussing in obtaining contracts which would increase revenues and contribute to the profitability. The Division bagged a contract for movement of coal awarded by the Raichur Thermal Power Station in Karnataka and bagged a contract from a leading multinational company based in Hong Kong for movement of project cargo.

SUPPLY CHAIN SOLUTIONS

The Supply Chain Solutions division comprises of various services offering to consumer goods industry, cold chain, warehousing and industry distribution logistics. The cold chain segment operates with a combination of owned and hired refrigerated vehicles from various distribution centres across the country. Latest technologies including GPS based tracking have been implemented for absolute monitoring and in ensuring prompt delivery. The Company has during the financial year acquired the controlling stake in Patchems Private Limited a company with wide experience in the handling and distribution of pharma and FMCG products. The Company has also acquired controlling stake during the year PNX Logistics Private Limited engaged in providing parttruck load and express movement of goods in orderto strengthen its PAN India presence in the supply chain solutions.

SUBSIDIARIES AND JOINT VENTURES

As on 31st March, 2018, the Company has the following subsidiaries and joint venture companies

1 Sical IronOre TerminalsLimited

2 Sical Infra AssetsLimited

3 Sical Multimodal and RailTransport Limited [subsidiary of Sical Infra Assets Limited]

4 Sical Iron Ore Terminal [Mangalore] Limited

5 SicalAdamsOffshoreLimited

6 Norsea Offshore India Limited

7 Sical MiningLimited

8 Sical Bangalore Logistics Park Limited [subsidiary of Sical Infra Assets Limited]

9 Patchems Private Limited [acquired controlling stake in financial year 2017-18]

10 PNX Logistics Private Limited [acquired controlling stake in financial year 2017-18]

11 Sical SaumyaMiningLimited

12 Develecto Mining Limited [Incorporated during the financial year 2017-18]

13 Bergen Offshore Logistics Pte Ltd [Overseas subsidiary]

14 Norsea Global Offshore Pte Ltd [subsidiary of Bergen Offshore Logistics Pte Ltd]

Joint Venture Companies

1 PSA SicalTerminalsLimited

2 Sical Sattva Rail Terminals Private Limited [a JV between Sical Multimodal and Rail Transport Limited and Sattva Logistics Private Limited]

PERFORMANCE / DETAILS OF SUBSIDIARIES / JOINT VENTURES 1. Sical Iron Ore Terminals Limited

The Company had already completed the construction activities for an iron ore terminal at the Kamarajar Port [erstwhile Ennore Port] in 2010 but however could not commence its commercial operations due to the ban imposed on the export of iron ore from out of the Karnataka Region. In order to utilize the idle terminal, the company made constant requests to the Kamarajar Port and Ministry of Shipping to allow handling of alternate cargoes in the terminal. Accordingly, Kamarajar Port invited bids for modifying the existing iron ore terminal also to handle coal and Sical Iron Ore Terminals Limited emerged as the successful bidder and a fresh licence agreement was signed on 11th July, 2016. The Project has received environmental clearance. Now the Company shall commence its project activities forthe modification of the terminalto also handle coaland commence its operations thereafter.

2. Sical Infra Assets Limited [SIAL] and Sical Multimodal and Rail Transport Limited [SMART]

SIAL is in the business of providing transportation to various parties. The SIAL’s subsidiary, Sical Multimodal and Rail Transport Limited has two divisions viz. Container rail and Container Freight Stations. The company moves containers through railon Pan India basis.The contract with HCLfortransportation of copper concentrates to various destinations was continued during the year under review. The company also handled export cargo in its pursuit to engage in the EXIM business. The project activities relating to development of its own rail terminals ICD/CFS at Chennai and Bangalore are in progress. The Company has a JV with 50% stake in Sical Sattva Rail Terminals Private Limited which operates the Melpakkam terminal. The performance of the rail division continues to be challenging due to the increased haulage charges payable to Railways and stiff competition from other ContainerTrain Operators and has to compete with the movement of cargo by road.

CFS operations were continued at Chennai, Tuticorin and Vizag. The total volume handled during 2017-18 was 142403 TEUs as against 122807 TEUs in the previous fiscal. Due to certain policy decisions by the Government of India, this sector faces certain challenges and the company is taking all efforts to enhance its performance.

To achieve effective performance of the railterminals, a subsidiary company was incorporated in May 2016 underthe name and style of Sical Bangalore Logistics Park Limited forthe purpose of taking care of the Bengaluru ICD terminal operations. Subsequent to this, the Board of Directors of both the subsidiaries viz. Sical Multimodal and Rail Transport Limited and Sical Bangalore Logistics Park Limited proposed a Scheme of Arrangement [Demerger] for hiving off the Bangalore ICD to the newly incorporated company and filed an application before the National Company Law Tribunal, Southern Region, Chennai for the approval of the Scheme of Arrangement [Demerger], The same was approved by the NCLT Vide its order passed in the month of December, 2017. The Companies are in the process of completing the demerger related activities.

3. Sical Iron Ore Terminal [Mangalore] Limited

A concession agreement was entered with New Mangalore Port in 2009 for setting up of mechanised iron ore terminal and operation and maintenance at the Mangalore Port. Since there remains a ban on the movement and export of iron ore from out of Karnataka region, required cargo cannot be generated and hence approached the Port authorities for allowing to handle multi purpose cargoes in the berth. Since this was not agreed to, the Company was left with no choice but to issue a termination notice on force majeure condition and the New Mangalore Port authorities had referred the matter to arbitration. The arbitral tribunal has passed an award in favour of the company during the financial year under review.

4. Sical Adams Offshore Limited

This company was formed with intent to venture into offshore segment. The Company is Looking at operations in this direction.

5. Norsea Offshore India Limited

This company owns and operates a cutter suction dredger Sical Portofino carrying dredging activities for various ports as and when dredging contracts are received. The company is contemplating to hive-off its dredging business to the parent company Sical Logistics Limited through a scheme of arrangement [demerger] so that the same can be effectively carried out by Sical with its expertise in the offshore segment. This company proposes to concentrate on its othertransportation business activities.

6. Sical Saumya Mining Limited

This subsidiary was formed in association with Saumya Mining Limited for the purpose of executing the overburden removal contract awarded by the Mahanadhi Coal Fields, Odisha for the operations at coal mines located at Samaleshwari and Lajkurato handle 37 and 53 million CBM in 3 and 5 years respectively. The activities at Samaleshwari and Lajkura mines continued during the financial year.

7. Sical Mining Limited

The company has been incorporated during the previous fiscal for carrying out the Mine Developer and Operator contract of West Bengal Power Development Corporation Limited for the Tara [East] mines in West Bengal. The company is in the process of completing pre-project activities to commence operations.

8. Bergen Offshore Logistics Pte Ltd and Norsea Global Offshore Pte Ltd

The overseas subsidiary of the Company Bergen Offshore Logsitics Pte Ltd and the wholly owned subsidiary of Bergen viz. Norsea Global Offshore Pte Ltd have their offices in Singapore. These companies do not have any operations.

9. PSA Sical Terminals Limited

This is a joint venture company with Ports of Singapore Authority in which Sical has a shareholding of 37.5%. This company operates a container terminal at Tuticorin Port and has handled 495264 TEUs during the year under review. The challenge faced by this Company has been the royalty payable being higher than the tariff allowed to be charged, which was disputed and the Company has received a favourable arbitral award, where royalty model would change into revenue share model, which is in accordance with 2013 guidelines of Ministry of Shipping. The said Arbitral Award was challenged before the District Court by Tuticorin Port and the District Court has upheld the Arbitral Award in favour of the Company. The said District Court Order was challenged byTuticorin Port before the High Court of Madras at Madurai Bench and the order was in theirfavour. Now the company has preferred an appeal before the Honourable Supreme Court of India against the Order of Madurai Bench of the Hon’ble High Court of Madras .

10. Develecto Mining Limited

The company was incorporated during the year under reviewfor executing the project of Mine Developer cum Operator for the Tubed Mines awarded by the Damodar Valley Corporation. The company has been formed in order to comply with the bid requirements along with Ambey Mining Private Limited and Godavari Commodities Limited. This is a long term contract which would spread over a 20 years plus period and would earn a revenue of Rs.10000 crores over the stipulated period.

SUBSIDIARY COMPANIES FINANCIAL STATEMENTS

As per Section 129[3] of the Companies Act, 2013 read with Rule 5 of the Companies [Accounts] Rules, 2014, the Company has prepared consolidated financial statement and the same is being laid before the members for their approval at the ensuing Annual General Meeting. Also a separate statement containing the salient features of the financial statement of the subsidiaries and joint ventures in Form AOC-1 is attached along with the financial statements.

AWARDS AND ACCOLADES

During the year under review the Company received the following awards :

Best Cold Chain Application - Hospitality Award at the Global Logistics Excellence Awards for the Cold Chain Division Emerging 3PL Warehousing Company of the Year Award for the Supply Chain Solutions Division

Merit certificate by Chennai Port Trust for unloading highest volume of dolomite in a day as well as handling tonnage of cargo during the financial year 2016-17.

DIRECTORS

The Company has 08 [eight] directors consisting of

04 [four] Independent Directors

03 [three] non-executive director [including 1 woman director] and

01 [one] executive director INDEPENDENT DIRECTORS

In terms of the definition of Independence of Directors as prescribed under Regulation 17 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 and Section 149[6] of the Companies Act, 2013 and based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent Directors as on 31st March, 2018.

1. Mr.H.R.Srinivasan

2. Mr.Harady Rathnakar Hegde

3. Mr. S. Ravinarayanan

4. Mr.Sudhir V Kamath

WHOLE-TIME DIRECTOR

Mr. Kush S Desai is the Whole-time Director.

CHAIRMAN OF THE BOARD

Mr. R. Ram Mohan is the Chairman of the Board.

NON-INDEPENDENT NON-EXECUTIVE DIRECTORS

The following directors are considered to be non-independent non-executive directors

1. Mr. Sunil Deshmukh

2. Ms. Shweta Shetty [Woman Director]

APPOINTMENT / RESIGNATION OF DIRECTORS

There were no fresh appointments / resignations took place during the year under review.

DIRECTOR RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Mr. R. Ram Mohan, being longest in the office shall retire at the ensuing AGM and being eligible to be re-appointed, offers himself for re-appointment.

NUMBER OF THE MEETINGS OF THE BOARD

The Board met 11 times during the financial year 2017-18. Detailed information on the meetings of the Board are included in the report on Corporate Governance which forms part of the Directors Report.

Additionally several committee meetings were held including Audit Committee which met 04 [four] times during the year. COMMITTEES OF THE BOARD

The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has the following committees of the Board

- Audit Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Risk Mitigation Committee

- Management Committee

The details with respect to the composition, powers, roles, terms of reference of relevant mandatory committees are given in detail in the Report on Corporate Governance which forms part of the Directors Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Companies At, 2013 read with Companies [Corporate Social Responsibility Policy] Rules, 2014, the Company has established a Corporate Social Responsibility [CSR] Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities form part of this Report as Annexure - 1.

PERFORMANCE EVALUATION OF THE BOARD

In accordance with Section 178 of the Companies Act, 2013 and Regulation 17 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations ,2015 [earlier Clause 49 [IV ] of the Listing Agreement], the Company has laid down a Nomination and Remuneration Policy. Further to this, the manner in which formal annual evaluation of the directors, the Board and Board level committees are to be carried out were devised by the Committee. Accordingly, the evaluation of the performance of the members of the Board, Board level committee and the Board as a whole were carried out at the meeting of the available independent directors and the board of the directors on 11th May, 2018.

CORPORATE GOVERNANCE

The Company is committed to achieve the highest standards of Corporate Governance and strives to comply with the requirements as set by the Regulators / applicable laws.

A separate section providing a Report on the Corporate Governance as stipulated under Regulation 34 [3] and Schedule V [c] of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 is attached as an Annexure to this report. The said report on corporate governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from the Statutory Auditors M/s. SRSV & Associates, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34[3] of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 is annexed to the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report pursuant to Schedule V [B] of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 is furnished as an Annexure to this report.

VIGIL MECHANISM

The Company has implemented a Vigil Mechanism / Whistle Blower Policy pursuant to which Whistle Blowers are allowed to raise concerns relating to Reportable Matters [as defined in the Policy], Further the policy encourages whistle blowers to bring the genuine concerns or grievances and provides for adequate safeguards against victimisation of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional circumstances. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers were denied access to the Audit Committee of the Board of Directors. The details of Vigil Mechanism / Whistle Blower Policy are available on the website of the Companywww.sical.com.

RISK MANAGEMENT POLICY

The Board has implemented the risk management policy for effective management of risks that are envisaged on the conduct of business wherein all material risks faced by the company are identified and assessed and evolves assessment of controls and policies and put in place procedure for monitoring, mitigating and reporting risk on a periodic basis.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

AH related party transactions thatwere entered into duringthefinancial yearwere inthe ordinary course of business of the Company and were on arm’s length basis. There were no materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. The details of such related party transactions in Form AOC-2 is furnished as Annexure-2 to this Report.

Considering the nature of the industry in which the Company operates, related party transactions are in the ordinary course of business on an arm’s length basis. AH such related party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approvalfor normal transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive in nature as well for the normal transactions which can not be foreseen and accordingly the required disclosures are made to the Committee on a quarterly basis in terms of the approval of the Committee.

The policy on Material Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company and the link for the same is http://www.sical.com/policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Corporate guarantees were provided to banks / financial institutions / Port authorities for the financial facilities availed by the company’s subsidiaries / due performance of contracts by the subsidiaries, after obtaining due approval from the shareholders through postal ballot wherever such transactions are considered to be material related party transactions. The Corporate Guarantees as provided during the financial year 2017-18 are furnished below.

S. No.	Name of the Bank / Financial Institution	Name of the Corporate Body on whose behalf guarantee has been given	Relationship	Purpose	Amount in Rs.Crores	Date of Execution / approval by the Board of Sical
	Kamarajar Port	Sical Iron Ore Terminals Limited	Subsidiary	For providing guarantee to the extent of Rs. 500 crores by the Port for availing credit facility from banks / financial institutions by the company for the execution of the modification at the iron ore terminal at Ennore	40.00	16.08..2017
	YES Bank Limited	Sical Iron Ore Terminals Limited	Subsidiary	For availing enhanced financial facility for the modification project	600.00 [additional 250 crores from the earlier one provided]	30.09.2017
	RBL Bank Limited	PNX Logistics Private Limited	Subsidiary	For credit facilities provided to the subsidiary	33.00	10.11.2017
	RBL Bank Limited	Sical Saumya Mining Limited	Subsidiary	For the working capital demand facilities provided to the subsidiary	25.00	27.03.2018

The Company subscribed for 5100 equity shares ofRs.10 each in Develecto Mining Limited during the year under review.

The closing balances to the amounts extended as loans / advances to subsidiaries as per Section 186 of the Companies Act, 2013 as at 31st March, 2018 are furnished in the financials under the caption related party transactions - Notes to Accounts 26 [iv] which may be taken as due compliance underthis clause.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down set of standards, processes and structure which enables to implement internal financial control across the organisation and ensure that the same are adequate and operating effectively. The statutory auditors M/s. SRSV& Associates LLP have provided their report on the internal financial control as part of their audit report.

Further more, the Company has appointed M/s. Sundar, Srini, Sridhar, Chartered Accountants as the internal auditors for carrying out internal audit functions based on the comprehensive plans formulated in advance.

[a] Statutory Auditors

M/s. SRSV&Associates LLP, Chartered Accountants retire at the conclusion of the ensuingAnnualGeneralMeeting. In this connection, the Audit Committee and Board of Directors have recommended for the approval of the shareholders at the ensuing AGM the appointment of SRSV & Associates Chartered Accountants with Firm Registration No.015041S as the Statutory Auditors of the Company for the current financial year 2018-19 on a remuneration to be decided by the Board or Committee thereof.

[b] Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, Mr. R. Kannan, Practicing Company Secretary, Chennai was appointed the Secretarial Auditor for the financial year 2017-18. The report of the Secretarial Auditor for the FY 2017-18 is annexed to this report as Annexure - 3.

There are no audit qualifications in the Statutory Auditors Report and SecretarialAudit Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which has occurred between the end of the financial year of the company i.e. 31st March, 2018 and the date of the Directors Report i.e. 03rd August, 2018.

EMPLOYEE REMUNERATION

1. The statement containing particulars of the names of top ten employees in terms of remuneration drawn as required under Sec 197[2][i] of the Companies Act, 2013 is included in Annexure - 4 to this report and the details relating to employees as required under Section 197[2] [ii] of the Companies Act, 2013 read with Rule 5[2] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 as amended is not applicable since none of the employees are in receipt of remuneration exceeding Rs.1.02 crores p.a. or Rs. 8,50,000 per month during the financial year 2017-18.

2. The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5[1] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 are forming part of this report as Annexure - 4.

STATUTORY DISCLOSURES

[1] The disclosures to be made under sub-section [3][m] of Section 134 of the Companies Act, 2013 read with Rule 8[3] of the Companies [Accounts] Rules, 2014 are furnished below.

Since the company is engaged in providing logistics services, the details as to conservation of energy and technology absorption are not applicable.

A. CONSERVATIONOF ENERGY : NA

B. TECHNOLOGY ABSORPTION : NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange : Earned : Rs.1229 lakhs

Used : Rs.4580 lakhs

[2] No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

[3] There were no complaints received / cases filed under Section 22 of the Sexual Harrassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.

[4] No stock options were issued to the Directors of the Company.

EXTRACTS OF ANNUAL RETURN

Pursuant to sub-section 3[a] of Section 134 and sub-section [3] of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies [Management and Administration] Rules, 2014, the extracts of the Annual Return as at March 31, 2018 forms part of this report as Annexure -5. However as per the amended provisions of the Companies [Amendment] Act, 2017 the details have been posted in the website www.sical.com also.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134[5] of the Companies Act, 2013, it is hereby confirmed that:

[a] in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

[b] the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

[c] the directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

[d] the directors had prepared the annual accounts on a going concern basis.

[e] the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

[f] the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to thank the Port Authorities, Governmental Agencies, company’s bankers, financial institutions, customs authorities, foreign collaborators, suppliers, statutory regulators, investors, customers, employees and all stakeholders for their continued support and patronage.

For and on behalf of the Board

R. Ram Mohan

Place: Bengaluru Chairman

Date :03rd August,2018 DIN:02506342

---

Mar 31, 2017

The Directors are pleased to present this Sixty Second Annual Report of your company and the audited financial statements for the year ended 31st March, 2017.

FINANCIAL REVIEW

The stand-alone financial results for the year ended 31^st March, 2017 as prepared under Ind-AS adopted for the first time during the fiscal are summarized below.

[Rs, In lakhs]

Year ended 31 March	2017	2016
Sales and other income	82406	64628
Profit before interest, depreciation and tax	19657	13122
Interest	9540	7479
Cash Profit	10117	5643
Depreciation	2720	1704
Profit before tax	7397	3939
Provision for tax	2743	1508
Net profit	4554	2431
Earnings per share [EPS] in '' [after exceptional items]	8.19	4.37

DIVIDEND

Considering the ongoing projects in the mining areas such as overburden removal contracts and Mine Developer and Operator contracts and the projects that are on the anvil for the company as well as the subsidiaries, it has been proposed by the Board of Directors to conserve the resources and not to declare any dividends forthefinancial year2016-17.

RESERVES

Debenture redemption reserve of Rs, 5 crores has been created in accordance with the provisions of Rule 18[7] of the Companies [Share CapitaLand Debenture] Rules, 2014.

FRESH ISSUE OF SHARES / DEBENTURES

The Company has not issued any shares / securities which are convertible into equity shares during the financial year 2016-17.

The Company ssued Rated Listed Redeemable Non-Convertible Debentures on private placement to IDFC Bank Limited for an amount of Rs, 100 crores during the financial year and with the proceeds of the same, made an early redemption of the NCDs already issued to ING Vysya Bank Limited [now Kotak Mahindra Bank Limited] in accordance with the terms of the issue of debentures.

FIXED DEPOSITS

The Company has not invited any deposits from public. There are no unclaimed deposits which were matured as on 31st March, 2017.

UNCLAIMED DIVIDENDS

Pursuant to the provisions of the Companies Act any dividend amount which remains unpaid or unclaimed for a period of 7 years will have to be transferred to the Investor Education and Protection Fund of the Central Government. The Company does not have any amount lying under unclaimed dividend as on 31^st March, 2017 and hence the said provisions are not applicable.

PERFORMANCE

The company''s revenues for financial year 2016-17 was Rs, 82406 lakhs as against Rs, 64628 lakhs in the previous fiscal which is 27.51% higher than the previous fiscal while Profit After Tax was Rs, 4554 lakhs as against Rs, 2431 lakhs in the previous year registering a growth of 87.33%. The improved performance is mainly attributable to the operations of the company in the mining and integrated logistics contracts executed during the year as well the company''s continued focus on prudent utilization of available resources and an effective control on operating expenses.

The highlights on the performance of various divisions of the company during the financial year 2016-17 is summarised below:

INTEGRATED LOGISTICS

The prestigious contract for movement of coal from Mahanadhi Coal Fields in Odisha to the power plant of NLC at Tuticorin through road-rail-sea movement continued its operations during the year under review. The volume handled was at 1.43 MMT. Further the coal washery operations have commenced during the month of February, 2017.

SURFACE MINING OF COAL AND OVERBURDEN REMOVAL CONTRACTS

The Companies operation of surface mining of coal and overburden removal contracts were further strengthened during the financial year. The Company was awarded the second term in Bharatpurwhich is expected to fetch a turnover of overRs, 289 crores over a period of 3 years and has commenced its operations during the first quarter of the current financial year. The operation of removal and transportation of overburden at Samaleswari mines continued with improved performance and operations at Lajkura mines have commenced. AH the above operations are at Odisha for Mahanadhi Coalfields Limited. The Company got a fresh contract for overburden removalat Jhingurda in mines of Northern Coalfields Limited in Madhya Pradesh during the year and has commenced its activities. The company owns a fleet of over 325 equipments for executing the various contracts. The Company has handled 9.5 million metric tonnes of coal and 19.7 million cubic meters of overburden during the financial year 2016-17. The Company received an order from West Bengal Power Development Corporation Limited as a Mine Developer and Operator for the Tara East and West Mines for a contract value of Rs,1500 crores to be executed over a period of 7 years.

PORT HANDLING

During the year under review, this division performed stevedoring activities at the Ports of Chennai, Tuticorin, Mangalore, Vizag and Ennore. 17.2 million MTs of Coal, limestone, dolomite etc. were handled at various ports for TNEB and various other customers.

During the year under review, the Company has commenced coastal shipping business during September, 2016 for moving automobiles and has moved around 14275 vehicles at the end of the fiscal under review.

ROAD LOGISTICS

The Road Logistics division extends movement of cargo through trucks and has a clientele operating in petroleum, construction, steel, fertilizer and chemical sectors. This division also provides services for the integrated logistics sector for movement of coal, removal of overburden at coalfields - surface mining and copper concentrates.

RETAIL SUPPLY CHAIN SOLUTIONS

The Retail Supply Chain Solutions division comprises of cold chain, warehousing and dry logistics. The cold chain segment operates with a combination of owned and hired refrigerated vehicles from various distribution centres across the country. The company is in the process of extending its operations to FMCG, Pharma and other areas where the outreach will be promising. Latest technologies including GPS based tracking have been implemented for an effective delivery. The Company is proposing to acquire companies with expertise in the pharma and logistics sectors in order to strengthen its presence in the retail supply solutions sectors. During the year under review the Division has handled over 4,50,000 consignments.

CUSTOMS HOUSE AGENCY, SHIP AGENCY AND GOODWILL TRAVELS DIVISION

Custom house agency is engaged in providing services as an agency for clearing and forwarding goods through customs meant for imports / exports. This division handled 116.05 million MTs of bulk cargo and 4753 TEUs of containerized cargo during the financial year 2016-17.

Shipping division facilitates and ensures quick turnaround of the ships at berths at all major ports. This division handled 101 vessels across various ports during the year under review including the movement of coal from Paradip Port to Tuticorin Port through sea for the NLC contract.

Good wiUtravels division is engaged in booking rail and airline ticketing apart from booking worldwide hotels and conducting tour packages, car rentals, online visas and travel insurances. This division also operates as an authorized dealer for full fledged money changing business.

SUBSIDIARIES AND JOINT VENTURES

As on 31st March, 2017, the Company has the following subsidiaries and joint venture companies

1 Sical Iron Ore Terminals Limited

2 Sical Infra Assets Limited

3 Sical Multimodal and RailTransport Limited [subsidiary of Sical Infra Assets Limited]

4 Sical Iron Ore Terminal [Mangalore] Limited

5 Sical Adams Offshore Limited

6 Norsea Offshore India Limited

7 Sical Mining Limited [during the financial year 2016-17]

8 Sical Bangalore Logistics Park Limited [during the financial year 2016-17][subsidiary of Sical Infra Assets Limited]

9 Bergen Offshore Logistics Pte Ltd [Overseas subsidiary]

10 Norsea Global Offshore Pte Ltd [subsidiary of Bergen Offshore Logistics Pte Ltd]

Joint Venture Companies

1 PSA Sical Terminals Limited

2 Sical Sattva Rail Terminals Private Limited [a JV between Sical Multimodal and RailTransport Limited and Sattva Logistics Private Limited]

3 Sical Saumya Mining Limited

PERFORMANCE / DETAILS OF SUBSIDIARIES / JOINT VENTURES 1. Sical Iron Ore Terminals Limited

The Company had completed the construction activities for an iron ore terminal at the Kamarajar Port [erstwhile Ennore Port] in 2010 but however could not commence its commercial operations due to the prevailing ban on the export of iron ore from out of the Karnataka Region. In order to utilize the idle terminal, the company has made requests to the Kamarajar Port and Ministry of Shipping to allow handling of alternate cargoes in the terminal. Kamarajar Port accordingly invited bids for modifying the existing iron ore terminal also to handle coal and Sical Iron Ore Terminals Limited emerged as the successful bidder and a fresh licence agreement was signed on 11^th July, 2016. The Company is in the process of finalizing the vendors for the equipments and modification project activities that are to be taken up. The operations are expected to commence during the financial year 2018-19.

2. Sical Infra Assets Limited [SIAL] and Sical Multimodal and Rail Transport Limited [SMART]

SIAL extends logistics services of providing transportation. The SIAL''s subsidiary, Sical Multimodal and Rail Transport Limited has two divisions viz. Container rail and Container Freight Stations. The company moves containers through rail on Pan India basis. The contract with HCL for transportation of copper concentrates to various destinations was executed during the year under review. The volumes handled during the year under review are 17479 TEUs. The project activities relating to development of its own rail terminals ICD/CFS at Chennai and Bangalore are in progress. The Company has a JV with 50% stake in Sical Sattva Rail Terminals Private Limited which operates the Melpakkam terminal. The performance of the rail division was affected on account of the increased haulage charges payable to Railways and competition from other Container Train Operators.

CFS operations were continued at Chennai and Tuticorin. During February, 2017, a new CFS facility was inaugurated at Vizag. The total volume handled during 2016-17 was 123133 TEUs.

To achieve effective performance of the rail terminals, a subsidiary company was incorporated in May 2016 under the name and style of Sical Bangalore Logistics Park Limited for the purpose of taking care of the Bengaluru ICD terminal operations. Subsequent to this, the Board of Directors of both the subsidiaries viz. Sical Multimodal and Rail Transport Limited and Sical Bangalore Logistics Park Limited have proposed a Scheme of Arrangement [Demerger] for hiving off the Bangalore ICD to the newly incorporated company and have filed an application before the National Company Law Tribunal, Southern Region, Chennai for the approval of the Scheme of Arrangement [Demerger],

3. Sical Iron Ore Terminal [Mangalore] Limited

A concession agreement was entered with New Mangalore port in 2009 for setting up of mechanized iron ore terminal and operation and maintenance at the Mangalore Port. Since there remains a ban on the movement and export of iron ore from out of Karnataka region, required cargo cannot be generated and hence approached the Port authorities for allowing to handle multipurpose cargoes in the berth to be constructed. Since this was not agreed to, the Company was left with no choice but to issue a termination notice on force majeure condition and the New Mangalore Port authorities have referred the matter to arbitration and arbitral proceedings continued during the financial year under review.

4. Sical Adams Offshore Limited

This company as formed with intent to venture into offshore segment. The Company will commence operations as and when, suitable opportunities emerge.

5. Norsea Offshore India Limited

This company owns and operates a cutter suction dredger Sical Portofino carrying dredging activities at ports.

6. Sical Saumya Mining Limited

This subsidiary was formed in association with Saumya Mining Limited for the purpose of executing the overburden removal contract awarded by the Mahanadhi Coal Fields, Odisha for the operations at coal mines located at Samaleshwari and Lajkurato handle 37 and 53 million CBM in 3 and 5 years respectively. The activities at Samaleshwari and Lajkura mines carried out during the financial year and the revenue earned during the financial year under review was '' 12907 lakhs and a Profit AfterTax at'' 83.53 lakhs.

7. Sical Mining Limited

The company has been incorporated during the fiscal under review for carrying out the Mining Development and Operation contract of West Bengal Power Development Corporation Limited forthe Tara [East] mines in West Bengal.

8. Bergen Offshore Logistics Pte Ltd and Norsea Global Offshore Pte Ltd

The overseas subsidiary of the Company Bergen Offshore Logsitics Pte Ltd and the wholly owned subsidiary of Bergen viz. Norsea Global Offshore Pte Ltd have their offices in Singapore. Currently there are no operations under these subsidiaries.

9. PSA Sical Terminals Limited

This is a joint venture company with Ports of Singapore Authority in which Sical has a shareholding of 37.5%. This company operates a container terminal at Tuticorin Port and has handled 533049 TEUs during the year under review and earned a revenue of ''16132 lakhs with a Profit of''382 lakhs. The challenge faced by this Company has been the royalty payable being higher than the tariff allowed to be charged, which was disputed and the Company has received a favourable arbitral award, where royalty model would change into revenue share model, which is in accordance with 2013 guidelines of Ministry of Shipping. The said Arbitral Award was challenged before the District Court by Tuticorin Port and the District Court has upheld the Arbitral Award in favour of the Company. Now the said District Court Order has been challenged by Tuticorin Port before the High Court of Madras at Madurai Bench.

SUBSIDIARY COMPANIES FINANCIAL STATEMENTS

As per Section 129[3] of the Companies Act, 2013 read with Rule 5 of the Companies [Accounts] Rules, 2014, the Company has prepared consolidated financial statement and the same is being laid before the members for their approval at the ensuing Annual General Meeting. Also a separate statement containing the salient features of the financial statement of the subsidiaries and joint ventures in Form AOC-1 is attached along with the financial statements.

AWARDS AND ACCOLADES

During the year under review:

- highest tonnage handled by Stevedore during 2015-16 by Chennai Port Trust

- Best Transporter at Driver Management Centre of Shell India

- Haulier League award for best practices [Health ,Safety, Security and Environment league performance 2016]

- Best Transporter for 2013-14, 2014-15 award from Tata Chemicals Limited

DIRECTORS

The Company has 08 [eight] directors consisting of

04 [four] Independent Directors

03 [three] non-executive director [including 1 woman director] and 01 [one] executive director

INDEPENDENT DIRECTORS

In terms of the definition of Independence of Directors as prescribed under Regulation 17 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 and Section 149[6] of the Companies Act, 2013 and based on the confirmation/ disclosures received from the Directors, the following Non-Executive Directors are Independent Directors as on 31st March, 2017.

1. Mr.H.R.Srinivasan

2. Mr.Harady Rathnakar Hegde

3. Mr. S. Ravinarayanan

4. Mr.Sudhir V Kamath

CHAIRMAN OF THE BOARD

Mr. R. Ram Mohan, serves as the Chairman of the Board.

WHOLE-TIME DIRECTOR

Mr. Kush S Desai is an Executive Director.

NON-INDEPENDENT NON-EXECUTIVE DIRECTORS

The following directors are considered to be non-independent non-executive directors

1. Mr. Sunil Deshmukh

2. Ms. Shweta Shetty [Woman Director]

APPOINTMENT / RESIGNATION OF DIRECTORS

There were no fresh appointments / resignations took place during the year under review.

DIRECTOR RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Mr. Sunil Deshmukh being longest in the office shall retire at the ensuing AGM and being eligible to be re-appointed, offers himself for re-appointment.

NUMBER OF THE MEETINGS OF THE BOARD

The Board met 9 times during the financial year 2016-17. Detailed information on the meetings of the Board are included in the report on Corporate Governance which forms part of the Directors Report.

Additionally several committee meetings were held including Audit Committee which met 04 [four] times during the year. COMMITTEES OF THE BOARD

The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has the following committees of the Board

- Audit Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Risk Mitigation Committee

- Management Committee

The details with respect to the composition, powers, roles, terms of reference of relevant mandatory committees are given in detail in the Report on Corporate Governance which forms part of the Directors Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Companies At, 2013 read with Companies [Corporate Social Responsibility Policy] Rules, 2014, the Company has established a Corporate Social Responsibility [CSR] Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities form part of this Report as Annexure -1.

PERFORMANCE EVALUATION OF THE BOARD

In accordance with Section 178 of the Companies Act, 2013 and Regulation 17 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations ,2015 [earlier Clause 49 [IV ] of the Listing Agreement], the Company has laid down a Nomination and Remuneration Policy. Further to this, the manner in which formal annual evaluation of the directors, the Board and Board level committees were devised by the Committee. Accordingly, the evaluation of the performance of the members of the Board, Board level committee and the Board as a whole were carried out at the meeting of the available independent directors and the board of the directors on 10th May, 2017.

CORPORATE GOVERNANCE

The Company is committed to achieve the highest standards of Corporate Governance and strives to comply with the requirements as set by the Regulators / applicable laws.

A separate section providing a Report on the Corporate Governance as stipulated under Regulation 34 [3] and Schedule V [c] of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 is attached as an Annexure to this report. The said report on corporate governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from the Statutory Auditors M/s. CNGSN & Associates LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34[3] of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 is annexed to the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report pursuant to Schedule V [B] of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 is furnished as an Annexure to this report.

VIGIL MECHANISM

The Company has implemented a Vigil Mechanism / Whistle Blower Policy pursuant to which Whistle Blowers are allowed to raise concerns relating to Reportable Matters [as defined in the Policy], Further the policy encourages whistle blowers to bring the genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional circumstances. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers were denied access to the Audit Committee of the Board of Directors. The details of Vigil Mechanism / Whistle Blower Policy are available on the website of the Company www.sical.com.

RISK MANAGEMENT POLICY

The Board has implemented the risk management policy for effective management of risks that are envisaged on the conduct of business wherein all material risks faced by the company are identified and assessed and evolves assessment of controls and policies and put in place procedure for monitoring, mitigating and reporting risk on a periodic basis.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

AH related party transactions that were entered into during the financial year were in the ordinary course of business of the Company and were on arm''s length basis. There were no materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. The details of such related party transactions in Form AOC-2 is furnished as Annexure-2 to this Report.

Considering the nature of the industry in which the Company operates, related party transactions are in the ordinary course of business on an arm''s length basis. AH such related party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive in nature as well for the normal transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

The policy on Material Related Party Transactions and also on dealing with the Related Party

Transactions as approved by the Board of Directors is uploaded on the website of the Company and the link for the same is http://www.sical.com/policv.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Corporate guarantees were provided to banks / financial institutions for the financial facilities availed by the company''s subsidiaries after obtaining due approval from the shareholders through postal ballot wherever such transactions are considered to be material related party transactions. The Corporate Guarantees as provided during the financial year 201617 are furnished below.

S.No.	Name of the Bank / Financial Institution	Name of the Corporate Body on whose behalf guarantee has been given	Relationship	Purpose	Amount in '' Crores	Date of Execution
1	RBL Bank Limited	Sical Saumya Mining Limited	Subsidiary	For credit facilities provided to the subsidiary	60.00	29.06.2016
2	Bank of Baroda	Sical Multimodal and Rail Transport Limited	Step-down subsidiary	For credit facilities provided to the subsidiary	192.45 [earlier provided for Rs,147.49 crores now increased by Rs,44.96 crores due to additional facility provided by the Bank]	07.10.2016

The Company subscribed for 10,000 equity shares of Rs,10 each in its wholly owned subsidiary M/s. Sical Mining Limited a newly incorporated company during the year under review.

The following are the closing balances to the amounts extended as loans / advances to subsidiaries as per Section 186 of the Companies Act, 2013 as at 31st March, 2017

Name of the Body Corporate	Amount in Rs, Lakhs	Nature of the Body Corporate
Sical Iron Ore Terminals Limited Sical Iron Ore Terminal (Mangalore) Limited Sical Bangalore Logistics Park Limited	24,476 108 108	Subsidiary Subsidiary Step down subsidiary

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down set of standards, processes and structure which enables to implement internal financial control across the organisation and ensure that the same are adequate and operating effectively. The statutory auditors M/s. CNGSN & Associates LLP have provided their report on the internal financial control as part of their audit report.

[a] Statutory Auditors

M/s. CNGSN & Associates LLP, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. As per the provisions of the Companies Act, 2013 a new statutory auditor is to be appointed for the current financial year as M/s. CNGSN & Associates LLP have completed their tenure. In this connection, the Audit Committee and Board of Directors have recommended for the approval of the shareholders at the ensuing AGM the appointment of M/s. SRSV & Associates, Chartered Accountants with Firm Registration No.:015041S as the Statutory Auditors of the Company for the current financial year 2017-18 ona remuneration to be decided by the Board or Committee thereof.

[b] Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, Mr. R. Kannan, Practicing Company Secretary, Chennai was appointed the Secretarial Auditor for the financial year 2016-17. The report of the Secretarial Auditor for the FY 2016-17 is annexed to this report as Annexure - 3.

There are no audit qualifications in the Statutory Auditors Report and SecretarialAudit Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which has occurred between the end of the financial year of the company i.e. 31st March, 2017 and the date of the Directors Report i.e. 10th May, 2017.

EMPLOYEE REMUNERATION

1. The statement containing particulars of the names of top ten employees in terms of remuneration drawn as required under Sec 197[2][i] of the Companies Act, 2013 is furnished below and the details relating to employees as required under Section 197[2] [ii] of the Companies Act, 2013 read with Rule 5[2] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 as amended is not applicable since none of the employees are in receipt of remuneration exceeding Rs, 1.02 crores p.a. or Rs, 8,50,000 per month during the financial year 2016-17.

2. The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5[1] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 are forming part of this report as Annexure - 4.

STATUTORY DISCLOSURES

[1] The disclosures to be made under sub-section [3][m] of Section 134 of the Companies Act, 2013 read with Rule 8[3] of the Companies [Accounts] Rules, 2014 are furnished below.

Since the company is engaged in providing logistics services, the details as to conservation of energy and technology absorption are not applicable.

A. CONSERVATIONOF ENERGY : NA

B. TECHNOLOGY ABSORPTION : NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange : Earned : Rs, 866 lakhs

Used : Rs, 4512 lakhs

[2] No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

[3] There were no complaints received / cases filed under Section 22 of the Sexual Harassments of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.

[4] No stock options were issued to the Directors of the Company.

EXTRACTS OF ANNUAL RETURN

Pursuant to sub-section 3[a] of Section 134 and sub-section [3] of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies [Management and Administration] Rules, 2014, the extracts of the Annual Return as at March 31, 2017 forms part of this report as Annexure -5.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134[5] of the Companies Act, 2013, it is hereby confirmed that:

[a] in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

[b] the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

[c] the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

[d] the directors had prepared the annual accounts on a going concern basis.

[e] the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

[f] the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to thank the Port Authorities, Governmental Agencies, company''s bankers, financial institutions, customs authorities, foreign collaborators, suppliers, statutory regulators, investors, customers and all stakeholders for their continued support and patronage.

For and on behalf of the Board

R. Ram Mohan

Place :Bengaluru Chairman

Date :10th May, 2017 DIN : 02506342

---

Mar 31, 2016

The Directors are pleased to present this Sixty First Annual Report of your company and the audited financial statements for the year ended 31st March, 2016.

FINANCIAL REVIEW

The stand-alone financial results for the year ended 31st March, 2016 are summarized below.

[Rs. In lakhs]

Year ended 31 March 2016 2015

Sales and other income 64520 63954

Profit before interest, depreciation and tax 13214 11248

Interest 7412 6442

Cash profit 5802 4806

Depreciation 2724 2250

Profit before tax 3078 2556

Provision for tax 1230 (163)

Net profit 1848 2719

Earnings per share (EPS) in Rs. (after exceptional items) 3.32 4.89

DIVIDEND

No dividend is proposed as it has been decided to conserve the resources for the ongoing projects of the company as well as the subsidiaries.

RESERVES

Debenture redemption reserve of Rs.5 crores has been created in accordance with the provisions of Rule 18[7] of the Companies [Share Capital and Debenture] Rules, 2014.

FRESH ISSUE OF SHARES / DEBENTURES

The Company has not issued any shares / securities which are convertible into equity shares during the financial year 2015- 16.

FIXED DEPOSITS

The Company has not invited any deposits from public. There are no matured and unclaimed deposits as on 31st March, 2016.

UNCLAIMED DIVIDENDS

Pursuant to the provisions of Section 205A of the Companies Act, 1956 any dividend amount which remains unpaid or unclaimed for a period of 7 years will have to be transferred to the Investor Education and Protection Fund of the Central Government. The Company does not have any amount lying under unclaimed dividend as on 31st March, 2016 and hence the said provisions are not applicable.

PERFORMANCE

The company''s revenues for financial year 2015-16 was Rs.64520 lakhs as against Rs.63954 lakhs in the previous fiscal while Profit After Tax was Rs.1848 lakhs as against Rs.2719 lakhs in the previous year. The reduction in Profit After Tax was mainly on account of higher tax expenses. However, the Profit before interest, depreciation and tax for the year 2015-16 was Rs.13214 lakhs as compared to Rs.11248 lakhs in the previous fiscal. The overall improvement of 18% is due to Company''s focus on new business segments with higher margins, better asset utilization and control on operating costs.

The performance of various divisions of the company during the year under review is summarized below:

INTEGRATED LOGISTICS

The prestigious contract for movement of coal from Mahanadhi Coal Fields in Odisha to the power plant of NLC at Tuticorin through road-rail- sea movement has commenced its operations during the year under review and have handled 575904 tonnes . The washery operations are expected to commence during the first half of the current financial year.

SURFACE MINING OF COAL AND OVERBURDEN REMOVAL CONTRACTS

The Companies operation of surface mining of coal and transportation at Bharatpur and Lajkura mines got strengthened during the financial year. Further, the Company commenced the operation of removal and transportation of overburden at Samaleshwari mines during the year. All these mines are situated at Odisha and during the year Company has handled 13.07 million metric tonnes of coal and 4.84 million cubic meters of overburden. One more contract for removal of overburden at Lajkura mines is expected to commence operations during the second half of FY 2016-17. This activity is carried out in a joint venture with Saumya Mining Limited.

PORT HANDLING

During the year under review, this division performed stevedoring activities at the Ports of Chennai, Tuticorin, Mangalore and Ennore handling coal for TNEB at Ennore and Tuticorin and limestone, dolomite and other products at Chennai and Mangalore and has handled 20.61 million MTs of cargo as against 26.33 million MTs in the previous fiscal. There is a conscious focus to improve the volumes at various ports.

ROAD LOGISTICS

The Road Logistics division extends movement of cargo through trucks and has a clientele base of petroleum, construction, steel, fertilizer and chemical. This division also provides services for the integrated logistics sector for movement of coal, removal of overburden at coal fields – surface mining and copper concentrates.

RETAIL SUPPLY CHAIN SOLUTIONS

The Retail Supply Chain Solutions division comprises of cold chain, warehousing and dry logistics. The cold chain segment operates with a combination of owned and hired refrigerated vehicles from 17 distribution centre''s across the country. The Warehousing division consists of 20 hubs with 2,40,000 sq. ft. Area catering mainly to food industries. The operation of these divisions is backed by technology including GPS based tracking.

CUSTOMS HOUSE AGENCY, SHIP AGENCY & GOODWILL TRAVELS DIVISION

Custom house agency is engaged in providing services as an agency for clearing and forwarding goods through customs meant for imports / exports. This division handled 16.25 million MTs of bulk cargo and 4355 TEUs of containerized cargo during the financial year 2015-16.

Shipping division facilitates and ensues quick turnaround of the ships at berths at all major ports. This division handled 77 vessels across various ports during the year under review.

Goodwill travels division is engaged in booking rail and airline ticketing apart from booking worldwide hotels and conducting tour packages, car rentals, online visas and travel insurances. This division also operates as an authorized dealer for full fledged money changing business.

SUBSIDIARIES AND JOINT VENTURES

As on 31st March, 2016, the Company has the following subsidiaries and joint venture companies

Subsidiaries

1. Sical Iron Ore Terminals Limited

2. Sical Multimodal and Rail Transport Limited

3. Sical Infra Assets Limited

4. Sical Iron Ore Terminal [Mangalore] Limited

5. Sical Adams Offshore Limited

6. Norsea Offshore India Limited

7. Bergen Offshore Logistics Pte Ltd [Overseas subsidiary]

8.Norsea Global Offshore Pte Ltd [subsidiary of Bergen Offshore Logistics Pte Ltd]

Joint Ventures

1. PSA Sical Terminals Limited ( a JV between PSA Singapore and Sical)

2. Sical Sattva Rail Terminals Private Limited [a JV between Sical Multimodal and Rail Transport Limited and Sattva Logistics Private Limited]

3. Sical Saumya Mining Limited ( a JV between Sical and Saumya Mining Ltd.)

PERFORMANCE / DETAILS OF SUBSIDIARIES / JOINT VENTURES

The performance on the Company''s key subsidiaries and joint ventures are furnished in the succeeding paragraphs.

1. Sical Iron Ore Terminals Ltd

The Company has completed the construction activities for an iron ore terminal at the Kamarajar Port [erstwhile Ennore Port] in 2010 but however could not commence its commercial operations due to the prevailing ban on the export of iron ore from out of the Karnataka Region. In order to utilize the idle terminal, the company has made constant requests to the Kamarajar Port and Ministry of Shipping to allow handling of alternate cargoes in the terminal. Kamarajar Port has now decided to modify the existing terminal also to handle coal and has invited bids for the purpose. It is expected that a decision on this terminal will be in place during the course of the current financial year.

2. Sical Infra Assets Limited and Sical Multimodal and Rail Transport Limited

Sical Infra Assets Limited was formed for owning and housing infrastructure companies under its fold. The company''s subsidiary, Sical Multimodal and Rail Transport Limited operates container rail as well as two Container Freight Stations (CFS). CFS business is continuing its operations at Chennai and Tuticorin. The total volume handled during 2015-16 was 117065 TEUs. Chennai CFS ended the year on a good note by garnering highest volume and becoming number one CFS. Container Rail business operates own rakes pan India under category 1 license. The Company handled 21686 TEUs during the year on multiple sectors. The company also handled export cargo during the year in its pursuit to engage in the EXIM business. The project activities relating to development of its own rail terminals ICD/CFS at Chennai and Bangalore are in progress. The Company has a JV with 50% stake in Sical Sattva Rail Terminals Private Limited which operates the Melpakkam terminal. Efforts are on to establish a CFS facility at Vizag on leased land and is expected to be functional during the current financial year. Own rail terminals at Chennai and Bengaluru are imperative for the turnaround of this division. The performance of the rail division has been hit due to higher haulage charges payable to Railways.

3. Sical Iron Ore Terminal [Mangalore] Limited

A concession agreement was entered with New Mangalore port in 2009 for setting up of mechanized iron ore terminal and operation and maintenance at the Mangalore Port. Since there remains a ban on the movement and export of iron ore from out of Karnataka region, required cargo cannot be generated and hence approached the Port authorities for allowing to handle multipurpose cargoes in the berth to be constructed. Since this was not agreed to, the Company was left with no choice but to issue a termination notice on force majeure condition and the New Mangalore Port authorities have referred the matter to arbitration and arbitral proceedings are in progress.

4. Sical Adams Offshore Limited

This company was formed with an intent to venture into offshore segment. The Company will commence operations as and when offshore contracts are bagged.

5. Norsea Offshore India Limited

This company owns and operates a cutter suction dredger Sical Portofino carrying dredging activities for various ports. Currently the dredger is in operation at Gopalpur Port in Odisha. The revenue earned during the financial year under review was Rs.412 lakhs as compared to the previous year of Rs.442 lakhs.

6. Sical Saumya Mining Limited

This subsidiary was formed in association with Saumya Mining Limited for the purpose of executing the overburden removal contract awarded by the Mahanadhi Coal Fields, Odisha for the operations at coal mines located at Samaleshwari and Lajkura to handle 37 and 53 million CBM in 3 and 5 years respectively. The activities at Samaleshwari has begun and the revenue earned during the financial year under review was Rs.2973 lakhs

7. Bergen Offshore Logistics Pte Ltd and Norsea Global Offshore Private Limited

The overseas subsidiary of the Company Bergen Offshore Logistics Private Limited and the wholly owned subsidiary of Bergen viz. Norsea Global Offshore Private Limited have their offices in Singapore. These companies are for providing support services for offshore activities.

8. PSA Sical Terminals Limited

This is a joint venture company with Ports of Singapore Authority in which Sical has a shareholding of 37.5%. This company operates a container terminal at Tuticorin Port and has handled 510118 TEUs during the year under review and earned a revenue of Rs.152.52 crores with a Profit of Rs.2.68 crores. The challenge faced by this Company has been the royalty payable being higher than the tariff allowed to be charged, which was disputed and the Company has received a favorable arbitral award, where royalty model would change into revenue share model, which is in accordance with 2013 guidelines of Ministry of Shipping. The said Arbitral Award was challenged before the District Court by Tuticorin Port and the District Court has upheld the Arbitral Award in favour of the Company. Now the said District Court Order has been challenged by Tuticorin Port before the High Court of Madras at Madurai Bench and the same is pending hearing.

SUBSIDIARY COMPANIES FINANCIAL STATEMENTS

As per Section 129[3] of the Companies Act, 2013 read with Rule 5 of the Companies [Accounts] Rules, 2014, the Company has prepared consolidated financial statement and the same is being laid before the members for their approval at the ensuing Annual General Meeting. Also a separate statement containing the salient features of the financial statement of the subsidiaries and joint ventures in Form AOC-1 is attached along with the financial statements.

AWARDS AND ACCOLADES

During the year under review the following awards were received by the company:

- highest tonnage handled by Stevedore during 2014-15 by Chennai Port Trust

- highest Tonnage of Cargo Handled Including Thermal Coal as Stevedore during the 2014-15 at VOC Port, Tuticorin. -maximum number of bulk carriers handled at Kamarajar Port during the year 2014- 15

- first prize for Emergency Response Drill as also for successful completion of 10 years of business from SHELL India Markets Private Limited

DIRECTORS

The Company has 08 [eight] directors consisting of

04 [four] Independent Directors

03 [three] non-executive director [including 1 woman director] and

01 [one] executive director

INDEPENDENT DIRECTORS

In terms of the definition of Independence of Directors as prescribed under erstwhile Clause 49 of the Listing Agreement and Regulation 17 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 and Section 149[6] of the Companies Act, 2013 and based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent Directors as on 31st March, 2016

1. Mr. H.R. Srinivasan

2. Mr. H. Rathnakar Hegde

3. Mr. S. Ravinarayanan

4. Mr. Sudhir V Kamath

WHOLE-TIME DIRECTOR

Mr. Kush S Desai was appointed Joint Managing Director w.e.f. 04 th May, 2015.

CHAIRMAN OF THE BOARD

Mr. R. Ram Mohan was appointed Chairman of the Board w.e.f. 04th May, 2015 and moved from the position of Managing Director to Chairman.

NON-INDEPENDENT NON-EXECUTIVE DIRECTORS

The following directors are considered to be non-independent non-executive directors

1. Mr. Sunil Deshmukh

2. Ms. Shweta Shetty [Woman Director]

APPOINTMENT / RESIGNATION OF DIRECTORS

There were no appointment / resignation took place during the year under review

DIRECTOR RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Mr. R. Ram Mohan being longest in the office shall retire at the ensuing AGM and being eligible for re-appoint, offers himself for re-appointment.

NUMBER OF THE MEETINGS OF THE BOARD

The Board met 13 times during the financial year 2015-16. Detailed information on the meetings of the Board are included in the report on Corporate Governance which forms part of the Directors Report. Additionally several committee meetings were held including Audit Committee which met 05 [five] times during the year.

COMMITTEES OF THE BOARD

The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has the following committees of the Board Audit Committee

Stakeholders Relationship Committee Corporate Social Responsibility Committee Nomination and Remuneration Committee Risk Mitigation Committee Management Committee

The details with respect to the composition, powers, roles, terms of reference of relevant committees are given in detail in the Report on Corporate Governance which forms part of the Directors Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Companies At, 2013 read with Companies [Corporate Social Responsibility Policy] Rules, 2014, the Company has established a Corporate Social Responsibility [CSR] Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities form part of this Report as Annexure - 1.

PERFORMANCE EVALUATION OF THE BOARD

In accordance with Section 178 of the Companies Act, 2013 and Regulation 17 of the SEBI [Listing Obligations and Disclosure

Requirements] Regulations ,2015 [earlier Clause 49 [IV] of the Listing Agreement], the Company has laid down a Nomination and Remuneration Policy. Further to this, the manner in which formal annual evaluation of the directors, the Board and Board level committees were devised by the Committee. Accordingly, the evaluation of the performance of the members of the Board, Board level committee and the Board as a whole were carried out at the meeting of the independent directors and the board of the directors on 18th January, 2016 for the FY 2015-16.

CORPORATE GOVERNANCE

The Company is committed to achieve the highest standards of Corporate Governance and strives to comply with the requirements as set by the Regulators / applicable laws.

A separate section providing a Report on the Corporate Governance as stipulated under Regulation 34 [3] and Schedule V [c] of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 is attached as an Annexure to this report. The said report on corporate governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from the Statutory Auditors M/s. CNGSN and Associates LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34[3] of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 is annexed to the said Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report pursuant to Schedule V [B] of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 is furnished as an Annexure to this report.

VIGIL MECHANISM

The Company has implemented a Vigil Mechanism / Whistle Blower Policy pursuant to which Whistle Blowers are allowed to raise concerns relating to Reportable Matters [as defined in the Policy]. Further the policy encourages whistle blowers to bring the genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional circumstances. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers were denied access to the Audit Committee of the Board of Directors. The details of Vigil Mechanism / Whistle Blower Policy are available on the website of the Company www.sical.com.

RISK MANAGEMENT POLICY

The Board has implemented the risk management policy for effective management of risks that are envisaged on the conduct of business wherein all material risks faced by the company are identified and assessed and evolves assessment of controls and policies and put in place procedure for monitoring, mitigating and reporting risk on a periodic basis.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were in the ordinary course of business of the Company and were on arm''s length basis. There were no materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. The details of related party transactions in Form AOC-2 is furnished as Annexure- 2 to this Report.

Considering the nature of the industry in which the Company operates, related party transactions are in the ordinary course of business on an arm''s length basis. All such related party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive in nature as well for the normal transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

The policy on Material Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company and the link for the same is http://www.sical.com/policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Corporate guarantees were provided to banks / financial institutions for the financial facilities availed by the company''s subsidiaries after obtaining due approval from the shareholders through postal ballot wherever such transactions are considered to be material related party transactions.

S. No. Name of the Name of the Corporate Body Relationship Purpose Bank / Financial on whose behalf guarantee Institution has been given

1 IFCI Limited Sical Multimodal and Rail Step-down For credit facilities Transport Limited subsidiary provided to the subsidiary

2 Bank of Sical Multimodal and Rail Step-down For credit facilities Baroda Transport Limited subsidiary provided to the subsidiary

3 RBL Bank Sical Saumya Mining Subsidiary For credit facilities Limited Limited provided to the subsidiary



Name of the Bank/ Amount Date of Financial in Rs. Execution Institution Crores

IFCL Limited 100.00 03.09.2015

Bank of Baroda 147.49 18.11.2015

RBL Bank Limited 40.00 25.01.2016

The Company subscribed for 25,00,000 equity shares of Rs.10 each in its wholly owned subsidiary M/s. Sical Iron Ore Terminal [Mangalore] Limited and 6500 equity shares of Rs.10/= each in the newly incorporated Sical Saumya Mining Limited during the year under review.

The following are the closing balances to the amounts extended as Loans / Advances to subsidiaries as per Section 186 of the Companies Act, 2013.

Name of the Body Corporate Amount in Rs. Crores Nature of the Body Corporate

Sical Iron Ore Terminals Limited 352 Subsidiary

Sical Iron Ore Terminal [Mangalore] Limited 1 Subsidiary

Bergen Offshore Logistics Pte Ltd 137 Overseas subsidiary

Sical Saumya Mining Limited 51 Subsidiary

TOTAL 541

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down set of standards, processes and structure which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively. The statutory auditors M/s. CNGSN and Associates LLP have provided their report on the internal financial control as part of their audit report.

[a] Statutory Auditors

M/s. CNGSN and Associates LLP, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as the statutory auditors of the Company for the current financial year viz. 2016-17. The company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Companies Act, 2013 and the rules made there under. Accordingly, the Board of Directors have recommended the re-appointment of M/s. CNGSN and Associates LLP, Chartered Accountants as the Statutory Auditors of the Company to hold office from the ensuing AGM until the conclusion of the next AGM on a remuneration to be decided by the Board or Committee thereof to the shareholders for their approval.

[b] Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, Mr. R. Kannan, Practicing Company Secretary, Chennai was appointed the Secretarial Auditor for the financial year 2015-16. The report of the Secretarial Auditor for the FY 2015-16 is annexed to this report as Annexure – 3.

There are no audit qualifications in the Statutory Auditors Report and Secretarial Audit Reports.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which has occurred between the end of the financial year of the company i.e. 31st March, 2016 and the date of the Directors Report i.e. 03 rd May, 2016.

EMPLOYEE REMUNERATION

1. The statement containing particulars of employees as required under Section 197[2] of the Companies Act, 2013 read with Rule 5[2] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 are not applicable since none of the employees are in receipt of remuneration exceeding Rs.5 lakhs in a month or Rs.60 lakhs in a year during the financial year 2015-16.

2. The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5[1] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 are forming part of this report as Annexure – 4.

Statutory Disclosures

[1] The disclosures to be made under sub-section [3][m] of Section 134 of the Companies Act, 2013 read with Rule 8[3] of the Companies [Accounts] Rules, 2014 are furnished below.

Since the company is engaged in providing logistics services, the details as to conservation of energy and technology absorption are not applicable.

A. CONSERVATION OF ENERGY : NA

B. TECHNOLOGY ABSORPTION : NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange Earned : Rs.867 lakhs

Used : Rs.1776 lakhs

[2] No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

[3] There were no complaints received / cases filed under Section 22 of the Sexual Harrassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.

[4] No stock options were issued to the Directors of the Company.

EXTRACTS OF ANNUAL RETURN

Pursuant to sub-section 3[a] of Section 134 and sub-section [3] of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies [Management and Administration] Rules, 2014, the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure -5.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134[5] of the Companies Act, 2013, it is hereby confirmed that:

[a] in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

[b] the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

[c] the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

[d] the directors had prepared the annual accounts on a going concern basis.

[e] the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

[f] the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT

The Directors wish to thank the Port Authorities, Governmental Agencies, company''s bankers, financial institutions, customs authorities, foreign collaborators, suppliers, statutory regulators, investors, customers and all stakeholders for their continued support and patronage.

For and on behalf of the Board

R. Ram Mohan

Place: Bengaluru Chairman

Date: 3rd May, 2016 DIN : 02506342

---

Mar 31, 2015

The directors are pleased to present this sixtieth annual report of your company and the audited financial statements for the year ended 31 March 2015.

FINANCIAL REVIEW

The financial results for the year ended 31 March 2015 are summarized below:-

Year ended 31 March 2015 2014

Sales and other income 63954 60174

Profit before interest, depreciation and tax 11248 8527

Interest 6442 5808

Cash profit 4806 2719

Depreciation 2250 1669

Profit before tax 2556 1050

Provision for tax -163 (55)

Exceptional Items - -

Prior period items - (38)

Net profit 2719 1067

Earnings per share (EPS) in Rs. (after exceptional items) 4.89 1.92

DIVIDEND

The directors have decided to conserve the resources for the company's capital expenditure to be incurred for the ongoing surface mining and overburden removal contracts and for any new business that are on the anvil.

RESERVES

Debenture redemption reserve of Rs.5 crores has been created in accordance with the provisions of Rule 18(7) of the Companies (Share Capital and Debenture) Rules, 2014.

FRESH ISSUE OF SHARES / DEBENTURES

During the year under review, the Company has not issued any shares / securities which are convertible into equity shares.

FIXED DEPOSITS

The Company has not invited any deposits from public. There are no matured and unclaimed deposits as on 31 March 2015.

UNCLAIMED DIVIDENDS

Pursuant to the provisions of Section 205A of the Companies Act, 1956, any dividend amount which remains unpaid or unclaimed for a period of 7 years will be transferred to the Investor Education and Protection Fund of the Central Government. Unclaimed dividends pertaining to the financial year 2001-02 which was distributed in 2007 and remaining unclaimed in the account had to be transferred upon expiry of 7 years period. Accordingly an amount of Rs.11,28,707/= was paid to the Investor Education and Protection Fund Account of the Central Government on 28th May, 2014.

PERFORMANCE

The company's revenues for 2014-15 stood at Rs. 63954 lakhs as against Rs.60175 lakhs in the previous year while profit after tax was Rs.2719 lakhs as against Rs.1067 lakhs in the previous fiscal. Profit before interest, depreciation and tax for the fiscal 2014-15 was Rs.11248 lakhs as against Rs.8528 lakhs in the previous year.

The performance of various divisions of the company during the year under review is summarized below.

Port Handling

This division operates in ports like Chennai, Ennore, Tuticorin, Visakhapatnam and Mangalore. An entry has been made in the port of Kandla during the financial year 2014-15. Mainly this division performs stevedoring operations for movement of coal for TNEB and for various other private sector customers. Cargoes handled at the various ports vary from Coal, Dolomite, Limestone and Steel products. The total volume handled at the various ports during FY2014-15 was 26.33 million MT as against 26.01 million MT in FY 2013-14.

Customs House Agency

This division acts as an agency for clearing and forwarding goods through customs for imports and exports. This division handled 18.95 million MTs (16.34 million MTs in the previous year) of bulk cargo and 3258 TEUs (4025 TEUs in the previous year) of containerized cargo during the year under review. The cargoes handled vary from Coal, Project Cargo, Capital Goods, Cement, Pulses, Non Ferrous Alloys and Steel in various forms.

Ship Agency

This division facilitates and ensures quick turnaround of the ships at berth at all major ports. During the year under review, the division handled 109 vessels (121 vessels in the previous year) at various ports in the country handling both dry and liquid bulk.

Road Logistics and Cold Chain

This division improved its performance during the fiscal under review by adding new clientele to its fleet catering to the construction, steel, fertiliser and chemical industries. The division has selected high profile customers with consistent operation yielding a reasonable margin for its operation as the sector is highly unorganised. This division handled a cargo of 4.31 million MT of cargo during the year. This division also provides support in the integrated logistics sector for movement of coal and surface mining projects. Apart from this, the Company operates cold chain refrigerated vehicles for the movement of food items currently in Chennai, Bangalore and Hyderabad. Propose to increase the operation on pan-India basis.

Goodwill Travels Division

This division carries out rail and airline ticketing for domestic as well as international and booking of worldwide hotels and tour packages, car rentals, online visas, and travel insurances apart from operating as an authorized dealer for full fledged money changing business. This division is also engaged in organized fully fledged packaged tours. During the year under review the division has operated fully fledged packaged tours to Thailand, Sri Lanka and USA.

New Initiatives

Surface mining and Overburden Removal contracts

The Company has commenced surface mining and transportation contracts at Bharatpur and Lajukura Coal mines of Mahanadhi Coal Fields during the year. Bharatpur contract is for 3 years and Lajukura contract is for 2 years.

The Company along with Saumya Mining Limited had also participated and successful in the tenders floated by Mahanadhi Coalfields for overburden removal and subsequent transportation at Samleshwari and Lajkura mines for a period of 3 years and 5 years respectively. A joint venture company viz. Sical Saumya Mining Limited with a participation of 65:35 has been incorporated to carry out the above said contract. These projects are in initial stages and execution is expected to commence in the coming months.

Project Cargo and Car movement

The company is contemplating to venture into carrying project cargoes and cars through coastal movement.

SUBSIDIARIES AND JOINT VENTURES

As on 31st March, 2015, the Company has the following subsidiaries and joint venture companies

Subsidiaries

1. Sical Infra Assets Limited

2. Sical Multimodal and Rail Transport Limited

3. Sical Iron Ore Terminals Limited

4. Sical Iron Ore Terminal [Mangalore] Limited

5. Sical Adams Offshore Limited

6. Norsea Offshore India Limited

7. Bergen Offshore Logistics Pte Ltd [Overseas subsidiary]

Joint Ventures

1. PSA Sical Terminals Limited

The company had divested its entire stake effective September, 2014 in the joint venture company Ennore Automotive Logistics Limited.

PERFORMANCE / DETAILS OF SUBSIDIARIES / JOINT VENTURES

The performance on the Company's key subsidiaries and joint ventures are furnished in the succeeding paragraphs.

1. Sical Infra Assets Limited

Sical Infra Assets Limited is the infrastructure holding company currently having Sical Multimodal and Rail Transport Limited comprising of container rail and container freight station divisions.

Sical Multimodal and Rail Transport Limited

This Company operates container rail as well as CFS. CFS business is continuing its operations at Chennai and Tuticorin. The total volume handled during 2014-15 was 107973TEUs as against 123705 TEUs in the previous year.

Container Rail business operates own rakes pan India under category 1 licence. The Company handled 16,836 TEUs during the year on multiple sectors. The company also handled export cargo during the year in its pursuit to engage in the EXIM business. The project activities relating to development of its own rail terminals ICD/CFS at Chennai and Bangalore are in progress. The Company has a JV with 50% stake in Sical Sattva Rail Terminals Private Limited which operates the Melpakkam terminal.

The overall revenue for the company during the financial year was Rs.20352 lakhs and Profit was at Rs.789 lakhs, as against the profit of Rs.1464 lakhs in the previous year. Since the Strategic Alliance Management Contract with CWC at Vizag was completed in November 2013 for the CFS division, the performance of this division was affected. Efforts are on to establish a CFS facility at Vizag on leased land and is expected to be functional during the current financial year. Further the real turnaround for this business will start once the own rail terminals at Chennai and Bengaluru become operational.

2. Sical Iron Ore Terminals Ltd

Sical Iron Ore Terminals Limited is non operational due to ban on iron ore exports and an investment of Rs. 594 crores as at 30 Jun 15 is lying idle. Our efforts with Kamarajar Port to convert the terminal into productive one is progressing and we expect to resolve the issue during the course of the current financial year

3. Sical Iron Ore Terminal [Mangalore] Limited

Sical Logistics Limited has entered into a Concession Agreement with the New Mangalore Port Trust for the setting up of mechanized Iron Ore handling facilities at the deep draft multipurpose berth of New Mangalore Port on BOT basis. This project is also impacted for the same reasons that affect SIOT, Ennore project, explained above.

4. Norsea Offshore India Limited

Norsea Offshore India Limited, a wholly owned subsidiary of the Company now owns and operates a Cutter Suction Dredger "SICAL Portofino". The dredger is currently deployed in Gopalpur port for dredging activities.

5. Sical Adams Offshore Limited

This company was incorporated in the year 2012 and is exploring the possibility of entering into the offshore segment.

6. PSA Sical Terminals Ltd

PSA SICAL Terminals Limited, a joint venture with Port of Singapore Authority operates a container terminal at Tuticorin. In 2014-15, the company handled container volumes of 502913 TEUs as against 507294 TEUs in the previous year. The operation of this joint venture company was affected on account of the mismatch in the royalty being paid to the Port authorities and the tariff charged to customers as per the rules of Tariff Authority for Major Ports. The Company is in the process of resolving the tariff issue.

SUBSIDIARY COMPANIES FINANCIAL STATEMENTS

As per Section 129[3] of the Companies Act, 2013 read with Rule 5 of Companies [Accounts] Rules, 2014, the Company has prepared consolidated financial statement and the same is being laid before the members for their approval. Also a separate statement containing the salient features of the financial statement of the subsidiaries and joint ventures in Form AOC-1 is attached along with the financial statements.

AWARDS AND ACCREDITATIONS

During the year under review,

- 2nd Runner up in Haulier League Prize for 2013-14 by Shell India Markets

- Transporter of the year 2014-15 award from Tata Chemicals Limited

- Best Performance Award for the year 2013-14 from Chennai Port Trust for highest tonnage handled by a Stevedore during the year 2013-14 and for record loading of cargos on to vessels on a single day on two occasions during the year 2013-14.

- Certificate of appreciation from New Mangalore Port Trust for highest discharge of coal cargo in 24 hours in a day.

DIRECTORS

The Company has 08 [Eight] Directors consisting of 04 [four] independent directors 03 [three] non-executive directors and 01 [one] executive director as on 31st March, 2015.

INDEPENDENT DIRECTOR

In terms of the definition of Independence of Directors as prescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges and Section 149[6] of the Companies Act, 2013 and based on the confirmation / disclosures received from the Directors, the following Non- Executive Directors are Independent Directors

1. Mr. H.R. Srinivasan

2. Mr. Harady Rathnakar Hegde

3. Mr. S. Ravinarayanan

4. Mr. Sudhir V Kamath

APPOINTMENT OF WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Company shall have at least one Woman Director on the Board of the Company. Ms. Shweta Shetty was appointed as an additional director on 30th March, 2015 and appointed Director effective 08th July, 2015 pursuant to the approval of the shareholders through postal ballot.

MANAGING / WHOLE-TIME DIRECTOR

Mr. R. Ram Mohan has been serving as the Managing Director since 26th September, 2011 with the approval of the shareholders. Mr. R. Ram Mohan was elevated to the position of Chairman of the Board effective from 04th May, 2015.

Mr. Kush S Desai was appointed as whole-time director with the designation as Joint Managing Director w.e.f. 04th May, 2015 by the Board and his appointment has been duly approved by the members by way of postal ballot.

Except Mr. Kush S. Desai all other directors are either independent or non-executive.

APPOINTMENT / RESIGNATION OF DIRECTORS

Mr. A.S. Sundaresha resigned from the directorship effective 26th September, 2014.

Mr. S. Ravinarayanan was appointed as an additional director effective 26th September, 2014 and was appointed Director effective 31st March, 2015 pursuant to the approval of the members by way of postal ballot.

Ms. Shweta Shetty was appointed as an additional director on 30th March, 2015 and appointed Director effective 08th July, 2015 pursuant to the approval of the shareholders through postal ballot.

Mr. Sudhir Kamath was appointed as additional director on 30th March, 2015 and appointed Director effective 08th July, 2015 pursuant to the approval of the shareholders through postal ballot.

APPOINTMENT OF CHAIRMAN

Mr. R. Ram Mohan was elevated to the position of Chairman of the Board by the Directors effective 04th May, 2015.

APPOINTMENT / RESIGNATIONS OF THE KEY MANAGERIAL PERSONNEL

Mr. R. Ram Mohan, Managing Director [until 04th May, 2015], Mr. Kush S Desai [w.e.f. 04th May, 2015], Mr. Sumith R Kamath, Group CFO and Mr. V. Radhakrishnan, Company Secretary are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

DIRECTOR RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Mr. Sunil Deshmukh being longest in the office shall retire at the ensuing AGM and being eligible for re-appointment offers himself for the re-appointment.

NUMBER OF MEETINGS OF THE BOARD

The Board met 08 times during the FY 2014-15 viz. 27th May, 2014, 11th August, 2014, 25th August, 2014, 26th September, 2014, 29th October, 2014, 13th February, 2015, 24th March, 2015 and 30th March, 2015. Detailed information on the meetings of the Board are included in the report on Corporate Governance which forms part of this Directors Report.

Additionally several committee meetings were held including Audit Committee which met 04 [four] times during the year.

Committees of the Board

The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The company has the following Committees of the Board. a Audit Committee

a Stakeholders Relationship Committee a Corporate Social Responsibility Committee a Nomination and Remuneration Committee a Risk Mitigation Committee

The details with respect to the composition, powers, roles, terms of reference of relevant committees are given in detail in the Report on Corporate Governance which forms part of this Directors Report.

Corporate Social Responsibility Committee

In compliance with Section 135 of the Companies Act, 2013 read with the Companies [Corporate Social Responsibility Policy] Rules, 2014, the Company has established Corporate Social Responsibility [CSR] Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure

Performance Evaluation of the Board

In accordance with Section 178 of the Companies Act, 2013 and Clause 49 [IV] of the Listing Agreement the Company has laid down a Nomination and Remuneration Policy. Further to this, a policy for the manner in which formal annual evaluation of the Directors, the Board and Board level Committees were devised by the committee.

The performances of the members of the Board, the Board level committees and the Board as a whole were evaluated at the meeting of the Independent Directors and the Board of the Directors held on 10th August, 2015.

CORPORATE GOVERNANCE

The Company is committed to achieve the highest standards of Corporate Governance and strives to comply with the requirements as set by the Regulators / applicable laws.

A separate section providing a Report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached as an Annexure to this report. The said report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from the statutory auditors M/s. CNGSN & Associates LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report is furnished as an annexure to this report.

VIGIL MECHANISM

The Company has implemented a Vigil Mechanism / Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns relating to Reportable Matters [as defined in the Policy]. Further the policy encourages whistle blowers to bring the genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers were denied access to the Audit Committee of the Board of Directors. The details of Vigil Mechanism / Whistle Blower Policy are available on the website of the Company [www.sical.in]

RISK MANAGEMENT POLICY

The Board has implemented the risk management policy for effective management of risks that are envisaged on the conduct of business wherein all material risks faced by the company are identified and assessed and evolves assessment of controls and policies and put in place procedure for monitoring, mitigating and reporting risk on a periodic basis.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm's length basis. There were no materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. The details of such related party transactions in Form AOC-2 is furnished as Annexure - 2 to this Report.

Considering the nature of the industry in which the company operates, related party transactions are in the ordinary course of business on an arms length basis. All such related party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive in nature as well for the normal transactions which can not be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company and the link for the same is http://www.sical.in/Policy

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

No new guarantees were provided during the year under review.

The Company subscribed for 40,00,000 equity shares of Rs.10/= each in its wholly-owned subsidiary M/s. Sical Iron Ore Terminal [Mangalore] Limited during the year.

The following are the amounts extended as Loans / Advances to subsidiaries as per Section 186 of the Companies Act, 2013 during the year 2014-15.

Name of the Body Corporate Amount in Rs. Lakhs Nature of the Body corporate

Sical Multimodal and Rail Transport Limited 2535 Subsidiary

Sical Iron Ore Terminals Limited 4886 Subsidiary

Norsea Offshore India Limited 2817 Subsidiary

Sical Iron Ore Terminal [Mangalore] Limited 349 Subsidiary

Bergen Offshore Logistics Pte Ltd 263 Overseas subsidiary

Norsea Global Offshore Pte Ltd 266 Overseas subsidiary

TOTAL 11,117

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down set of standards, processes and structure which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively.

[a] Statutory Auditors

M/s CNGSN & Associates LLP, Chartered Accountants, retire at the conclusion of the ensuing annual general meeting and are eligible for re- appointment as the statutory auditors of the Company for the current financial year viz. 2015-16. The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Companies Act, 2013 and the rules made thereunder. Accordingly, the Board of Directors has recommended the re- appointment of M/s. CNGSN & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company to hold office from the ensuing AGM till the conclusion of the next AGM on a remuneration to be decided by the Board or Committee thereof to the shareholders for their approval.

[b] Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, your Company appointed Mr. R. Kannan, Practicing Company Secretary, Chennai as its Secretarial Auditor for the Financial Year 2014-15. The report of the Secretarial Auditor for the FY 2014-15 is annexed to this report as Annexure 3.

There are no audit qualifications in the Statutory Auditors Report and in the Secretarial Audit Report as annexed elsewhere in this Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March, 2015 and the date of the Director's report i.e. 10th August, 2015.

EMPLOYEE REMUNERATON

1. The statement containing particulars of employees as required under Section 197[12] of the Companies Act, 2013 read with Rule 5[2] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 are not applicable since none of the employees are in receipt of remuneration exceeding Rs.5 lacs in a month or Rs.60 lacs in a year during the financial year under review.

2. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with Rule 5 [1] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 are forming part of this report as Annexure 4.

Statutory Disclosures

[1] The disclosures to be made under sub-section [3][m] of Section 134 of the Companies Act, 2013 read with Rule 8[3] of the Companies [Accounts] Rules, 2014 are furnished below.

Since the Company is engaged in providing logistics services, the details as to conservation of energy and technology absorption are not applicable.

A. CONSERVATION OF ENERGY : NA

B. TECHNOLOGY ABSORPTION : NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange Earned : Rs.892 lacs

Used : Rs.1069 lacs

2. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

3. There were no complaints received / cases filed under Section 22 of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.

4. No stock options were issued to the Directors of the Company.

Extracts of Annual Return

Pursuant to sub-section 3[a] of Section 134 and sub-section [3] of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies [Management and Administration] Rules, 2014, the extracts of the Annual Return as at March 31, 2015 forms part of this report as Annexure 5.

Directors Responsibility Statement

Pursuant to the requirement of Section 134[5] of the Companies Act, 2013, it is hereby confirmed that:

[a] in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

[b] the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

[c] the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

[d] the directors had prepared the annual accounts on a going concern basis;

[e] the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate for the operation of the Company; and

[f] the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The directors wish to thank the Port Authorities, Governmental Agencies, company's bankers, financial institutions, customs authorities, foreign collaborators, suppliers, statutory regulators, investors, customers and all stakeholders for their support.

For and on behalf of the Board

Place Bengaluru

R. Ram Mohan Kush S Desai

Date 10 August 2015 Chairman Joint Managing Director

[DIN 02506342] [DIN : 00693663]

---

Mar 31, 2014

Dear Members,

The directors are pleased to present this fifty eighth annual report of your company and the audited accounts for the year ended 31 March 2014.

FINANCIAL REVIEW

The financial results for the year ended 31 March 2014 are summarized below:- (Rs In lakhs)

Year ended 31 March 2014 2013

Sales and other income 60094 51321

Profit before interest, depreciation and tax 8447 6800

Interest 5808 4705

Cash profit 2638 2095

Depreciation 1668 1454

Profit before tax 970 641

Provision for tax (55) (754)

Exceptional Items 80 132

Prior period items (38) (355)

Net profit 1067 1178

Earnings per share (EPS) in Rs (after exceptional items) 1.92 2.11

DIVIDEND

The directors have been steering the Company in the path to reach the dividends paying stage. Your Company''s new initiatives of Integrated Logistics to move coal for NLC Tamilnadu Power Limited, vide Road-Rail-Sea route after washing the coal from Odisha to Tuticorin, Tamilnadu (expected to commence during the second quarter of the current financial year) and contracts for Surface Mining and transportation of coal for Mahanadhi Coal Fields in its Lajkura and Bharatpur mines at Odisha (already commenced business during the current financial year) coupled with conversion of iron ore terminal at Ennore Port to coal terminal (proposal under the review of the Central Government) will enable your company to reach dividend paying stage.

DEBENTURES

During the year under review, the Company had raised funds by way of issue of 12.75% secured Non-convertible Debentures for a value of Rs.100 crores with 50% maturity in 2017 and balance 50% in 2018. These debentures are listed with National Stock Exchange Limited. The Company has created the debenture redemption reserve in accordance with the regulations.

PERFORMANCE

The company''s revenues for 2013-14 stood at Rs. 60094 lakhs as against Rs.51320 lakhs in the previous year while profit after tax was Rs.1066 lakhs as against Rs.1171 lakhs in the previous fiscal. Profit before interest, depreciation and tax for the fiscal 2013-14 was Rs.8447 lakhs as against Rs.6800 lakhs in the previous year.

The performance of various divisions of the company during the year under review is summarized below.

Port Handling

This division operates in ports like Chennai, Ennore, Tuticorin, Visakhapatnam and Mangalore. Mainly this division performs stevedoring operations for movement of coal for TNEB and for various other private sector customers. Cargoes handled at the various ports vary from Coal, Dolomite, Iron Ore, Steel products and fertilizers. The total volume handled by Sical at the various ports during FY 2013-14 was 26.01 million MT as against 20.76 million MT in FY 2012-13. The increase in volume is attributable to better capacity utilization and increase in power capacity by TNEB requiring higher volume of coal.

Customs House Agency

This division acts as an agency for clearing and forwarding goods through customs for imports and exports. This division handled 16.34 million MTs (12.57 million MTs in the previous year) of bulk cargo and 4025 TEUs (4240 TEUs in the previous year) of containerized cargo during the year under review. The cargoes handled vary from Coal, Iron Ore, Project Cargo, Capital Goods, Cement, Pulses, Non Ferrous Alloys and Steel in various forms.

Ship Agency

This division facilitates and ensures quick turnaround of the ships at berth at all major ports. During the year under review, the division handled 121 vessels (143 vessels in the previous year) at various ports in the country handling both dry and liquid bulk

Road Logistics

This division was impacted by the economic instability experienced by the key sectors of the country especially the construction, steel, fertiliser and chemical industries. To overcome this, the division selected high profile customers with consistent operation yielding a reasonable margin.

Goodwill Travels Division

This division carries out rail and airline ticketing for domestic as well as international and booking of worldwide hotels and tour packages, car rentals, online visas, and travel insurances apart from operating as an authorized dealer for full fledged money changing business. During the year under review the division has operated full fledged packaged tours to Bangkok and far east countries and has plans for operating packaged tours to other destinations.

New Initiatives

Surface Mining and transportation of coal The Company has bagged prestigious contract for surface mining and transportation of 44.36 million ton of coal from Lajukura and Bharatpur mines of Mahanadhi Coal Fields in Odisha. The operations have commenced during first quarter of 2014-2015.

Integrated coal logistics

The prestigious integrated coal logistics contract from NLC Tamilnadu Power Limited is expected to commence in the second quarter of 2014-2015. The Company has received the communication from NLC Tamilnadu Power Limited to commence the project.

Port handling

The Company has commenced stevedoring and logistics operations at Kandla Port during the first quarter of 2014-2015.

SUBSIDIARIES AND JOINT VENTURES

The performance on the Company''s key subsidiaries and joint ventures are furnished in the succeeding paragraphs.

1. Sical Infra Assets Limited

Sical Infra Assets Limited is the infrastructure holding company currently having Sical Multimodal and Rail Transport Limited comprising of container rail and container freight station divisions.

Due to non-viability of the Road and Rail Terminal Projects at MIHAN, Nagpur, the company had opted to withdraw from the same and accordingly a settlement was reached with MADC by Nagpur Sical Gupta Road Terminal Limited and Nagpur Sical Gupta Logistics Limited. Subsequent to this, the Company has divested its investment in these entities effective 25th March, 2014.

Sical Multimodal and Rail Transport Limited

This Company operates container rail as well as CFS. CFS business is continuing its operations at Chennai and Tuticorin subsequent to the completion of the Strategic Alliance Management Operation with CWC at Vizag. The total volume handled during 2013-14 was 123705 TEUs as against 135879 TEUs in the previous year. The fall in volume handled is due to dip in import traffic as well as cessation of the contract at Vizag.

Container Rail business operates own rakes pan India under category 1, licence. The Company ran 368 trains during the year on multiple sectors. The company also handled export cargo during the year in its pursuit to engage in the EXIM business. The project activities relating to development of its own rail terminals ICD/CFS at Chennai and Bangalore are in progress.

The overall revenue for the company during the financial year was Rs.22384 lakhs and Profit was at Rs.1464 lakhs, as against the profit of Rs. 1020 lakhs in the previous year. The real turnaround for this business will start once the terminals become operational.

2. Sical Iron Ore Terminals Ltd

Sical Iron Ore Terminals Limited has developed a 6 million ton Iron ore terminal at Ennore Port [now known as Kamarajar Port] on BOT basis. As has been stated earlier, the project was completed in all respects and is ready for commercial operation which could not be commenced for want of cargo viz. iron ore on account of the prevailing ban on export of iron ore from out of Karnataka Region and subsequent stoppage of mining activities in the region. Though the mining activities have started in restricted manner, the strong demand of the commodity in the domestic market, coupled with restrictive conditions imposed by Supreme Court of India, would continue to pose challenge for exports The Company has approached the Kamarajar Port as well Shipping Ministry for obtaining necessary approvals for handling alternate cargoes.

3. Sical Iron Ore Terminal [Mangalore] Limited

Sical Logistics Limited has entered into a Concession Agreement with the New Mangalore Port Trust for the setting up of mechanize Iron Ore handling facilities at the deep draft multipurpose berth of New Mangalore Port on BOT basis. This project is also impacted for the same reasons that affect SIOT, Ennore project, explained above.

4. Norsea Offshore India Limited

Norsea Offshore India Limited, a wholly owned subsidiary of the Company now owns and operates a Cutter Suction Dredger "SICAL Portofino".

5. Sical Adams Offshore Limited

This company was incorporated in the year 2012 and is exploring the possibility of entering into the offshore segment.

6. PSA Sical Terminals Ltd

PSA SICAL Terminals Limited, a joint venture with Port of Singapore Authority operates a container terminal at Tuticorin. In 2013-14, the company handled container volumes of 507,294 TEUs as against 461,011 TEUs in the previous year. The operation of this joint venture company was affected on account of the mismatch in the royalty being paid to the Port authorities and the tariff charged to customers as per the rules of Tariff Authority for Major Ports. The Company is in the process of resolving the tariff issue.

7. Ennore Automotive Logistics Limited

Ennore Automotive Logistics Limited is a Joint Venture with Mitsui OSK Lines Limited, Japan and Toyofuji Shipping Company Limited, Japan for the operation and maintenance of car yard at Ennore Port [now known as Kamarajar Port] for handling the export cars. This company handled cars for Nissan, Honda and Toyota during the year.

SUBSIDIARY COMPANIES ACCOUNTS

As per Section 212 of the Companies Act, 1956, we are required to attach Director''s report, Balance sheet, Profit and loss account of subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8 February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report for 2013-14 does not contain the financial statements of the subsidiaries. The audited annual accounts and related information of subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at the registered office at Chennai, India.

AWARDS AND ACCREDITATIONS THE COMPANY RECEIVED

During the year under review the company received

ŸAward of the "Master Haulier" status for the third consecutive year by Shell India Markets Limited by trucking division Ÿ"Best Transporter for 2013/14" award from Tata Chemicals Limited ŸAward from Tamil Chamber of Commerce for achieving No.1 place in Stevedoring and dry bulk handling as well for CFS

DIRECTORS

Shri S.R. Ramakrishnan, Director resigned from the Directorship effective close of working hours of 30th June, 2014.

Shri Sunil Sudhakarrao Deshmukh was appointed additional director effective 01st July, 2014. He can be in office only until the conclusion of the ensuing Annual General Meeting. He seeks election to the Board.

In accordance with the provisions of the new Companies Act, 2013, the appointment of Independent Directors Shri A.S. Sundaresha, Shri H. Rathnakar Hegde and Shri H.R. Srinivasan for a term of 5 years is being placed before the shareholders for their approval at the ensuing Annual General Meeting.

Shri Kush S Desai, Director retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, retire at the conclusion of this annual general meeting and being eligible offer themselves for re-appointment for the current financial year.

FIXED DEPOSITS

The provisions of Section 58-A of the Companies Act, 1956, relating to the acceptance/renewal of fixed deposits, have been complied with. The Board of Directors at the meeting held on 27th May, 2010 decided not to invite deposits from the public from the year 2010 onwards. Accordingly no fresh deposits were accepted/ renewed by the Company. The value of matured and unclaimed deposits as on 31 March 2014 amounted to Rs 1.06 lakh.

DEMATERIALISATION OF EQUITY SHARES

5,41,53,413 equity shares representing 97.40% of the paid-up share capital, have been dematerialized upto 31.03.2014.

Shareholders who continue to hold shares in physical form are advised to dematerialize their shares. The Company has sent the final reminder to the shareholders to whom new share certificates were sent during the year 1999 arising on account of mergers and the same being returned undelivered.

CORPORATE GOVERNANCE

The company has complied with the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance. A report on corporate governance along with the statutory auditors'' certificate and the management discussion and analysis report form part of this annual report.

STATUTORY INFORMATION

1. Under Section 217 [2AA] of the Companies Act, 1956, the board of directors report that: in the preparation of annual accounts, the applicable accounting standards have been followed with no material departures; Ÿ they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period; Ÿ they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; they have prepared the annual accounts on a going concern basis.

2. The particulars required under Section 217 [1] [e] of the Companies Act, 1956, read with the rules framed under it are not applicable since the company is engaged in the business of providing logistics services. However, details of foreign exchange earnings and outgo are furnished in Annexure I to this report.

3. The particulars required under Section 217[2A] of the Companies Act, 1956 and the Companies(Particulars of Employees). Amendment Rules, 2011, are not applicable since none of the employees are in receipt of remuneration in excess of the limits as prescribed in the said Rules.

RELATIONSHIP WITH EMPLOYEES

The directors wish to place on record their sincere appreciation to all the employees for their continued support in the Company''s activities.

ACKNOWLEDGEMENT

The directors wish to thank the Port Authorities, Governmental Agencies, company''s bankers, financial institutions, customs authorities, foreign collaborators, suppliers, statutory regulators, investors, customers and all stakeholders for their continued support.

For and on behalf of the Board

Place Bengaluru R. Ram Mohan Kush S Desai Date 11 August 2014 Managing Director Director

---

Mar 31, 2013

The directors are pleased to present this fifty eighth annual report of your company and the audited accounts for the year ended 31 March 2013.

FINANCIAL REVIEW

The financial results forthe year ended 31 March 2013 are summarized below.-

(Rs In lakhs)

Year ended 31 March 2013 2012

Sales and other income 51320.85 50787.12 Profit before interest, depreciation and tax 6800.22 5380.07

Interest 4704.85 3148.07

Cash profit 2095.37 2232.00

Depreciation 1454.33 1336.51

Profit before tax 641.04 895.49

Provision for tax (753.75) (296.09)

Exceptional Items 132.46 137.17

Prior period items (355.43)

Net profit 1171.82 1328.75

Earnings per share (EPS) in Rs (after exceptional items) 2.11 2.39

DIVIDEND

As funds would be required for ongoing projects and the new contract to be executed for Neyveli Lignite Corporation for their power plant at Tuticorin as also to service the subsidiaries which are yet to commence their business during the current financial year, the Directors have proposed to conserve the resources and hence are not recommending any dividend for the FY 2012-13.

PERFORMANCE

The company''s revenues for 2012-13 were Rs.51320.85 lakhs as against Rs.50787.12 lakhs in the previous year while profit after tax was Rs. 1171.82 lakhs as against Rs. 1328.75 lakhs in the previous fiscal. Profit before interest, depreciation and tax for 2012-13 was Rs.6800.22 lakhs as against Rs 5380.07 lakhs a year ago.

The performance of various divisions of the company duringthe previous fiscal is summarized below.

Port Handling

This division operates in ports likeChennai, Ennore, Tuticorin, Visakhapatnam and Mangalore. Mainly this division performs stevedoring operations for movement of coal for TNEB at Ennore and Tuticorin Ports apart from Terminal operations and an exclusive berth at the Chennai Port. Cargoes handled at the various ports vary from Coal, Dolomite, Iron Ore, Steel products and fertilizers. The total volume handled by Sical at the various ports during FY 2012-13 was 20.76 million MT as against 28.80 million MT in FY 2011-12. Ban in handling of coal at Chennai Port has impacted the volume significantly.

Customs House Agency

This division acts as an agency for clearing and forwarding goods through customs for imports and exports. This division handled 12.57 million MTs (12.83 million MTs in the previous year) of bulk cargo and 4240 TEUs (4820 TEUs in the previous year) of containerized cargo during the year under review. The cargoes handled vary from Coal, Iron Ore, Project Cargo, Capital Goods. Cement, Pulses, Non Ferrous Alloys and Steel in various forms.

Ship Agency

This division facilitates and ensures quick turnaround of the ships at berth at all major ports. During the year under review, the division handled 143 vessels (163 vessels in the previous year) at various ports in the country handling both dry and liquid bulk.

Road Logistics

This division is engaged in transporting cargoes such as dry bulk, liquid bulk, ODC and project equipments through trucks by road. The company currently owns 249 trucks and hires additional trucks based on consignments on a daily basis. The volume of cargo handled during the current fiscal year is 14.10 lakhMT(13.14 lakh MTs in the previous year). The goods handled ranges from project cargoes, steel tubes, plates and petroleum products. The Company has started its cold chain operations in Bengaluru, Chennai and Hyderabad duringthe year under review.

Goodwill Travels Division

This division carries out rail and airline ticketing for domestic as well as international and booking of worldwide hotels and tour packages, car rentals, online visas, and travel insurances apart from operating as an authorized dealer for full fledged money changing business.

SUBSIDIARIES AND JOINT VENTURES

The brief details on the Company''s key subsidiaries and joint ventures are furnished in the succeeding paragraphs.

1. Sical Infra Assets Limited

Sical Infra Assets Limited is the infrastructure holding company currently having Sical Multimodal and Rail Transport Limited, Nagpur Sical Gupta Road Terminal Limited and Nagpur Sical Gupta Logistics Limited as its subsidiaries.

In order to integrate the container business under one fold, Sical Distriparks Limited and Sical Hambuja Logistics Private Limited were merged with Sical Multimodal and Rail Transport Limited.

- Sical Multimodal and Rail Transport Limited

Consequent to the merger, now this Company operates under two divisions viz. Rail Division and CFS Division. CFS Division is continuing its operations at Chennai. Tuticorin and Vizag with own CFS facilities at Chennai and Tuticorin apart from the CWC facility at Vizag and Tuticorin. The total volume handled during 2012-13 was 135879 TEUs as against 128287 TEUs in the previous year. Rail Division operates own rakes which are run between various sectors in India on a pan-India basis based on the licence provided by the Indian Railways for operating container trains by private operators. The Company ran 339 trains during the year on multiple sectors. The project activities relating to development of its own rail terminals ICD/CFS at Chennai and Bangalore are in progress. The revenue forthe company duringthe financial year was Rs.21050.76 lakhs and Profit was at Rs.1020.44 lakhs

- Nagpur Sical Gupta Logistics Ltd & Nagpur Sical Gupta Road Terminal Ltd

Nagpur Sical Gupta Logistics Limited was issued a Letter of Authority for developing a rail terminal in MIHAN, Nagpur whereas Nagpur Sical Gupta Road Terminal Limited has signed a concession agreement with Maharashtra Airport Development Company Limited for developing a road terminal at MIHAN, Nagpur. The company carried out project activities but the activities were affected due to the global economic downturn and its feasibility in the previous years. Considering the non-viability of the project and as no further progress has happened around the MIHAN area that would fetch prospective business for the projects, the company decided to withdraw itself from the project. The companies are looking for other opportunities in the area of Rail and Road terminals.

2. Sical Iron Ore Terminals Ltd

Sical Iron Ore Terminals Limited has developed a 6 million ton Iron ore terminal at Ennore Port on BOT basis. The project was completed and is ready for commercial operation. Though there has been relaxation for mining and transporting of iron ore for domestic purposes, continuing ban on export of iron ore from Karnataka Region, the company could not commence its commercial operations. The Company is continuing its efforts in getting necessary nod from the Government for handling alternate cargoes.

3. Sical Iron Ore Terminal [Mangalore] Limited

Sical Logistics Limited has entered into a Concession Agreement with the New Mangalore Port Trust for the setting up of mechanized Iron Ore handling facilities at the deep draft multipurpose berth of New Mangalore Port on BOT basis. The company could not progress much on the project activities due to the continuing ban on export of iron ore from the Karnataka region.

4. Norsea Offshore India Limited

Norsea Offshore India Limited, a wholly owned subsidiary of the Company now owns and operates a Cutter Suction Dredger "SICAL Portofino". The dredger performed on a contract at Karaikal port duringthe year.

5. Sical Adams Offshore Limited

This company was incorporated on 20* September, 2012 for venturing into the offshore logistics business.

6. PSA Sical Terminals Ltd

PSA SICAL Terminals Limited, a joint venture with Port of Singapore Authority operates a container terminal at Tuticorin. In 2012-13, the company handled container volumes of 461011 TEUs as against 438538 TEUs in the previous year. The operation of this joint venture company was affected on account of the mismatch in the royalty being paid to the Port authorities and the tariff charged to customers as per the rules of Tariff Authority of Major Ports.

7. Ennore Automotive Logistics Limited

Ennore Automotive Logistics Limited is a Joint Venture with Mitsui OSK Lines Limited, Japan and Toyofuji Shipping Company Limited, Japan for the operation and maintenance of car yard at Ennore Port for handling the export cars. This company handled cars for Nissan, Honda & Toyota during the year. The company has handled 1,34,860 cars during the year under review.

SUBSIDIARY COMPANIES ACCOUNTS

As per Section 212 of the Companies Act, 1956, we are required to attach Director''s report. Balance sheet. Profit and loss account of subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8 February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report for 2012-13 does not contain the financial statements of the subsidiaries. The audited annual accounts and related information of subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at the registered office at Chennai, India.

AWARDS AND ACCOLADES

During the year under review,

- Certificate of Excellence was awarded at the Mahindra Transport Excellence Award 2012 under the Fleet Owner category from Southern Zone.

- Award from Tamil Chamber of Commerce for achieving No.1 place in Stevedoring.

- South East Conclave award for "Best CFS of the year" 2012

- Certificate of appreciation along with cash award from Shell India Markets Private Limited for outstanding performance and lasting contribution during the year 2012.

DIRECTORS

Shri A.S. Sundareshaand Shri H.R. Srinivasan, Directors retire by rotation at this annual general meeting and beingeligible, offerthemselves for re-election.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, retire at the conclusion of this annual general meeting and beingeligible offerthemselves for re-appointment.

FIXED DEPOSITS

The provisions of Section 58-A of the Companies Act, 1956, relating to the acceptance/renewal of fixed deposits, have been complied with. The Board of Directors at the meeting held on 27th May, 2010 decided not to invite deposits from the public from the year 2010 onwards. Accordingly no fresh deposits were accepted/ renewed by the Company. The value of matured and unclaimed deposits as on 31 March 2013 amounted to Rs 1.42 lakh.

DEMATERIALISATION OF EQUITY SHARES

5,40,85,835 equity shares representing 97.27% of the paid-up share capital, have been dematerialized upto 31.03.2013. Shareholders who continue to hold shares in physical form are advised to dematerialize their shares. The Company is also in the process of sending final reminder to the shareholders to whom new share certificates were sent during the year 1999 arising on account of mergers and the same being returned undelivered.

CORPORATE GOVERNANCE

The company has complied with the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance. A report on corporate governance along with the statutory auditors'' certificate and the management discussion and analysis report form part of this annual report.

STATUTORY INFORMATION

1. Under Section 217 [2AA] of the Companies Act, 1956, the board of directors report that:

- In the preparation of annual accounts, the applicable accounting standards have been followed with no material departures:

- They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

- They have prepared the annual accounts on a going concern basis.

2. The particulars required under Section 217 [1] [e] of the Companies Act, 1956, read with the rules framed under it are not applicable since the company is engaged in the business of providing logistics services. However, details of foreign exchange earnings and outgo are furnished in Annexure I to this report.

3. The particulars required under Section 217[2A] of the Companies Act, 1956 and the Companies [Particulars of Employees] Rules, 1975 as amended, are not applicable since none of the employees are in receipt of remuneration in excess of the limits as prescribed in the said Rules.

RELATIONSHIP WITH EMPLOYEES

The directors wish to place on record their appreciation to all the employees for their unstinted and dedicated efforts in leading the Company to greater heights.

ACKNOWLEDGEMENT

The directors wish to thank the company''s bankers, financial institutions, port and customs authorities, foreign collaborators, suppliers, statutory regulators, governmental agencies, investors and customers for their continued support at all times.

For and on behalf of the Board

Place Bengaluru R. Ram Mohan Kush S Desai

Date 09 August 2013 Managing Director Director

---

Mar 31, 2012

The directors are pleased to present this fifty seventh annual report of your company and the audited accounts for the year ended 31 March 2012.

FINANCIAL REVIEW

The financial results for the year ended 31 March 2012 are summarized below:

(Rs In lakhs)

Year ended 31 March 2012 2011

Sales and other income 50204.38 57045.19

Profit before interest, depreciation and tax 4797.33 2754.16

Interest 2565.33 1144.23

Cash profit 2232.00 1609.93

Depreciation 1336.51 1133.34

Profit before tax 895.49 476.59

Provision for tax (296.09) (821.89)

Exceptional Items 137.17 (225.10)

Net profit 1328.75 1073.37

Earnings per share (EPS) in Rs (after exceptional items) 2.39 2.27

DIVIDEND

As funds would be required for the expanded business activities as well for capital expenditure for the Company during the current financial year, the Directors are not recommending any dividend for the FY 2011-12.

PERFORMANCE

The company's revenues for 2011-12 were Rs 50204.38 lakhs as against Rs 57045.19 lakhs in the previous year while Profit after tax was Rs 1328.75 lakhs as against Rs 1073.37 lakhs in the previous fiscal. Profit before interest, depreciation and tax for 2011-12 was Rs. 4797.33 lakhs as against Rs 2754.16 lakhs a year ago.

The performance of various divisions of the company during the previous fiscal is summarized below.

Port Handling

This division operates in ports like Chennai, Ennore, Tuticorin, Visakhapatnam and Mangalore. The major activities of this division are Stevedoring, Terminal operations and JD V which is an exclusive berth available for the Company at the Chennai Port. Cargoes handled at the various ports vary from Coal, Dolomite, Iron Ore, Steel products and fertilizers. The performance of the division at Chennai port was affected due to the order of Honourable High Court of Chennai prohibiting handling of coal and iron ore at Chennai Port effective 01 Oct 2011.

The total volume handled by Sical at the various ports during FY 2011-12 was 28.80 million MT as against 27.257 million MT in FY 2010-11.

Customs House Agency

This division acts as an agency for clearing and forwarding goods through customs for imports and exports. This division handled 12.83 million MTs (11.19 million MTs in the previous year) of bulk cargo and 4820 TEUs (5850 TEUs in the previous year) of containerized cargo during the year under review. The cargoes handled vary from Coal, Iron Ore, Project Cargo, Capital Goods, Cement, Pulses, Non Ferrous Alloys and Steel in various forms.

Ship Agency

This division facilitates and ensures quick turnaround of the ships at berth at all major ports. During the year under review, the division handled 163 vessels (245 vessels in the previous year) at various ports in the country handling both dry and liquid bulk.

Road Logistics

This division is engaged in transporting cargoes such as dry bulk, liquid bulk, ODC and project equipments through trucks by road. The company currently owns 248 trucks and hires additional trucks based on consignments on a daily basis. The volume of cargo handled during the previous fiscal year was 13.14 lakh MT (11.60 lakh MTs in the previous year).

Goodwill Travels Division

This division carries out rail and airline ticketing for domestic as well as international and booking of worldwide hotels and tour packages, car rentals, online visas, and travel insurances.

SUBSIDIARIES AND JOINT VENTURES

The brief details on the Company's key subsidiaries and joint ventures are furnished in the succeeding paragraphs.

1 Sical Infra Assets Limited

Sical Infra Assets Limited is the infrastructure holding company currently having Sical Distriparks Limited,Sical Multimodal and Rail Transport Limited, Nagpur Sical Gupta Road Terminal Limited and Nagpur Sical Gupta Logistics Limited in its fold.

- Sical Distriparks Limited

Sical Distriparks Limited, a subsidiary of the Company, offers container logistics solutions with container yards, bonded and general warehousing, reefer storage and third party logistics for both import and export containers at container freight stations at Chennai, Vizag and Tuticorin. The Company's own CFS at Tuticorin started operating during the previous fiscal. The total volume handled during 2011-12 was 128287 TEUs as against 122870 TEUs in the previous year.

- Sical Multimodal and Rail Transport Limited

Sical Multimodal and Rail Transport Ltd, a subsidiary of the Company is engaged in rail operations and operates own rakes which are run between various sectors in India. The project activities relating to development of its own rail terminals at Chennai and Bangalore are in progress. The company expects to commence its operations in the EXIM sector during the current financial year.

In order to integrate the container business under one fold, Company Petitions have been filed for the merger of Sical Distriparks Limited and Sical Hambuja Logistics Private Limited with Sical Multimodal and Rail Transport Limited before the Hon'ble High Court of Madras and the orders are awaited.

- Nagpur Sical Gupta Logistics Ltd

The Company was issued a Letter of Authority for developing a rail terminal in MIHAN, Nagpur. Project is in initial stages of implementation.

- Nagpur Sical Gupta Road Terminal Ltd

The Company has signed a concession agreement with Maharashtra Airport Development Company Limited for developing a road terminal at MIHAN, Nagpur. The company carried out project activities but the activities were affected due to the global economic downturn and its feasibility. Project is in initial stages of implementation.

2 Sical Iron Ore Terminals Ltd

Sical Iron Ore Terminals Limited has developed a 6 million ton Iron ore terminal at Ennore Port on BOT basis. The project was completed and is ready for commercial operation. The terminal could not commence its commercial operation on account of non availability of cargo due to the prevailing ban on export of Iron Ore from out of Karnataka region. The Company is in the process of obtaining the permission to convert the terminal for alternate cargoes.

3 Sical Iron Ore Terminal [Mangalore] Limited

Sical Iron Ore Terminal (Mangalore) Limited has entered into a Concession Agreement with the New Mangalore Port Trust for the setting up of mechanized Iron Ore handling facilities at the deep draft multipurpose berth of New Mangalore Port on BOT basis. The company could not progress much on the project activities due to the prevailing ban on export of iron ore from out of the Karnataka region.

4 Norsea Offshore India Limited

Norsea Offshore India Limited, a wholly owned subsidiary of the Company now owns and operates a Cutter Suction Dredger "SICAL Portofi no". The dredger performed its operations at Karaikal Port, Mangalore and Paradip during last year and presently at Gangavaram Port engaged in dredging activities.

5 PSA Sical Terminals Ltd

PSA Sical Terminals Limited, a joint venture with Port of Singapore Authority operates a container terminal at Tuticorin. In 2011-12, the company handled container volumes of 438538 TEUs as against 445,449 TEUs in the previous year.

6 Ennore Automotive Logistics Limited

Ennore Automotive Logistics Limited is a Joint Venture with Mitsui OSK Lines Limited, Japan and Toyofuji Shipping Company Limited, Japan for the operation and maintenance of car yard at Ennore Port for handling the export cars.

SUBSIDIARY COMPANIES ACCOUNTS

As per Section 212 of the Companies Act, 1956, we are required to attach Director's report, Balance sheet, Profit and loss account of subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8 February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report for 2011-12 does not contain the financial statements of the subsidiaries. The audited annual accounts and related information of subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at the registered office at Chennai, India.

AWARDS AND ACCOLADES

During the year under review,

- The Company was awarded the Best CHA by the Chennai Port Trust for having handled the highest volume of dry bulk during the year 2011-12 besides the best CHA for handling highest volume in each quarter of 2011-12.

- Best CHA for handling Bulk cargo during the year 2010-11 by the Tuticorin Port Trust.

- Award from Tamil Chamber of Commerce for achieving No.1 place in Stevedoring.

- Stevedorer of the Year 2011-12 by Ennore Port Limited.

DIRECTORS

Shri Kush S Desai and Shri S R Ramakrishnan, Directors retire by rotation at this annual general meeting and being eligible, offer themselves for re-election.

Shri H Rathnakar Hegde was co-opted as an additional director on 19 Dec 11 and shall hold office until the ensuing AGM of the Company. Being eligible, he seeks appointment as Director of the Company at the ensuing Annual General Meeting of the Company.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, retire at the conclusion of this annual general meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The provisions of Section 58-A of the Companies Act, 1956, relating to the acceptance/renewal of fixed deposits, have been complied with. The Board of Directors at the meeting held on 27th May, 2010 decided not to invite deposits from the public from the year 2010 onwards. Accordingly no fresh deposits were accepted / renewed by the Company. The value of matured and unclaimed deposits as on 31 March 2012 amounted to Rs 81.46 lakh, out of which Rs 73.79 lakh have since been refunded during the current financial year 2012-13.

DEMATERIALISATION OF EQUITY SHARES

5,40,76,154 equity shares representing 97.26% of the paid-up share capital, have been dematerialized upto 31.03.2012. Shareholders who continue to hold shares in physical form are advised to dematerialize their shares. The Company is also in the process of sending reminders to the shareholders to whom new share certificates were sent during the year 1999 arising on account of mergers and the same being returned undelivered.

CORPORATE GOVERNANCE

The company has complied with the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance. A report on corporate governance along with the statutory auditors' certificate and the management discussion and analysis report form part of this annual report.

STATUTORY INFORMATION

1 Under Section 217 [2AA] of the Companies Act, 1956, the board of directors report that:

- In the preparation of annual accounts, the applicable accounting standards have been followed with no material departures;

- They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or loss of the company for that period;

- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- They have prepared the annual accounts on a going concern basis.

2 The particulars required under Section 217 [1] [e] of the Companies Act, 1956, read with the rules framed under it are not applicable since the company is engaged in the business of providing logistics services. However, details of foreign exchange earnings and outgo are furnished in Annexure I to this report.

3 The information required under Section 217(2A) of the Companies Act, 1956 and the rules made there under, in respect of the employees of the company, is provided in the Annexure forming part of this report. In terms of Section 219(1)(b) (iv) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The Annexure is available for inspection by Members at the registered offi ce of the company during business hours on working days upto the date of the ensuing AGM, and if any Member is interested in obtaining a copy thereof such Member may write to the Company Secretary whereupon a copy would be sent.

RELATIONSHIP WITH EMPLOYEES

The directors wish to place on record their sincere appreciation to all the employees for their sincere and dedicated contribution for the progress of the Company.

ACKNOWLEDGEMENT

The directors wish to thank the company's bankers, financial institutions, port and customs authorities, foreign collaborators, suppliers, statutory regulators, governmental agencies, investors and customers for their continued support at all times.

For and on behalf of the Board

Place Bengaluru R RAM MOHAN

Date 10 August 2012 Managing Director