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Sical Logistics Ltd.

BSE: 520086 Sector: Others
NSE: SICAL ISIN Code: INE075B01012
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OPEN 7.93
CLOSE 7.93
VOLUME 895171
52-Week high 19.65
52-Week low 6.43
P/E
Mkt Cap.(Rs cr) 46
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sical Logistics Ltd. (SICAL) - Auditors Report

Company auditors report

To the members of SICAL LOGISTICS LIMITED

(A Company under Corporate Insolvency Resolution process vide NCLTorder)

Report on the audit of the standalone financial statements

Qualified Opinion

The Hon'ble National Company Law Tribunal ("NCLT") ChennaiBench admitted the Corporate Insolvency Resolution Process ("CIRP") applicationfiled by an operational creditor of SICAL LOGISTICS LIMITED("theCompany") and appointed Mr. Lakshmisubramanian (IBBI Registration no.IBBI/IPA-003/IP-N00232/2019-2020/12697) as Interim Resolution Professional("IRP") in terms of the Insolvency and Bankruptcy Code 2016 ("theCode") to manage the affairs of the Company vide CPNo. IBA/73/2020 dated 10thMarch 2021. Pursuant to this based on the application made by Committee of Creditors ofthe Company the Hon'ble NCLT has ordered appointment of Mr. Sripatham VenkatasubramanianRamkumar (IBBI Registration No. IBBI/IPA-001/IP-P00015/2016-17/10039) as ResolutionProfessional ("RP") of the Company in disposing of IA no. IA/54/CHE/2021 inIBA/73/2020 on 2nd June 2021.

In view of pendency of the CIRP and in view of suspension of thepowers of Board of Directors and as explained to us the powers of adoption of theStandalone Financial Statements for the year ended March 31 2022 vest with the RP.

We have audited the Standalone Financial Statements of SICALLOGISTICS LIMITED ("the Company") which comprise the Balance Sheet as atMarch 31 2022 the Statement of Profit and Loss (including other comprehensive loss) theStatement of Changes in Equity and the Statement of Cash Flows for the year then endedand notes to the financial statements including a summary of significant accountingpolicies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us except for the effects of the matter described in theBasis of Qualified Opinion paragraph and the Material Uncertainty Relating To GoingConcern Section below the aforesaid Standalone Financial Statements give theinformation required by the Companies Act 2013 ("Act") in the manner so requiredand give a true and fair view in conformity with the Indian Accounting Standards("Ind AS") prescribed under section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 as amended from time to time and otheraccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2022 and its loss total comprehensive loss the changes in equity andcash flows for the year ended as on that date.

Basis for Qualified Opinion

We conducted our audit in accordance with the standards on auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under thosestandards are further described in the auditor's responsibilities for the audit of theStandalone Financial Statements section of our report. We are independent of the Companyin accordance with the code of ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of theStandalone Financial Statements under the provisions of the Act and the rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's code of ethics.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our qualified opinion. We draw attention to thefollowing matters:

a) Note No.1.2 to the Standalone Financial Statements regardingapplication by an operational creditor initiating the insolvency provisions under theInsolvency and Bankruptcy Code 2016 (‘the Code') and the consequential appointmentof the RP under the Code and adequacy of disclosures concerning the Company's ability tomeet its financial contractual and statutory obligations including management's technicalestimates in regard to realisation of Overdue receivables Other Financial Assetsinvestments other receivables loans and advances including dues to related parties andDeferred Tax Assets amounting to ' 399.19 crores.

The possible impact if any arising out of the above matters ispresently not quantifiable.

b) Note No.25 to the Standalone Financial StatementsConfirmation ofbalances are not available for majority of the trade receivables loans and advancesgiven trade payables claims received from the employees bank balances including certaindeposits and bank loans as at March 31 2022. The claims made by the creditors andadmitted by the RP as available in the website of the Company are yet to be reconciled.Pursuant to the CIRP the Company stopped providing interest on bank borrowings from theCIRP initiation date. In the absence of confirmation of balances the possible adjustmentif any required in the Standalone Financial Statements is presently not determinable. Thefinance cost appearing in the Standalone Financial Statements are recorded based ontransactions accounted in the accounting system differences between the liabilityrecorded by the Company and confirmations received from the lenders are not recorded asfinance cost or contingent liability.

c) The Company's net worth as on the reporting date is negative. TheCompany has significant accumulated losses as at the date of the Balance Sheet and itcontinues to incur cash losses. Considering the above and the matters more fully explainedin the Material Uncertainties Relating to Going Concern section below we are unable tocomment on the appropriateness of preparation of the Standalone Financial Statements on agoing concern basis.

d) We have been informed by the RP that certain information includingthe minutes of the meetings of the CoC cases filed by the RP against the erstwhiledirectors / other parties and the outcome of certain specific/ routine procedures carriedout as part of the IBC process are confidential in nature and could not be shared withanyone other than the CoC and Hon'ble NCLT. In the opinion of the RP the matter ishighly sensitive confidential and may have adverse impact on the resolution process.

Accordingly we are unable to comment on the possible adjustmentsrequired in the carrying amount of assets and liabilities possible presentation anddisclosure impacts if any that may arise if we have been provided access to review ofthose information.

Material Uncertainty Related to Going Concern

The Company has significant accumulated losses as at the date of theBalance Sheet and it continues to incur cash losses. The matters referred to in para (a)and (b) of the basis of qualified opinion paragraph above also essentially require theCompany to resolve the situations specified therein within the framework specified throughthe CIRP. Attention is also invited to para (c) of basis of qualified opinion paragraphabove.

As mentioned in para 1 in Responsibilities of Management and ResolutionProfessional and Those Charged with Governance for the Standalone Financial Statementsbelow since the CIRP is currently in progress as per the Code it is required that theCompany be managed as going concern during the CIRP the Standalone Financial Statementsis continued to be prepared on going concern basis. However there exists materialuncertainty about the Company's ability to continue as a going concern since the same isdependent upon the resolution plan of the successful resolution applicant which isapproved by the Committee of Creditors and has been filed for approval by NCLT. Theappropriateness of preparation of Standalone Financial Statements on going concern basisis critically dependent upon CIRP as specified in the Code.

Our opinion is not modified in respect of this matter.

Emphasis of Matter

The Company has not paid statutory dues of ' 1509 lakhs out of which' 1462 lakhs pertains to the period prior to CIRP initiation date (dues pertaining toMarch 2022 have been subsequently paid by the Company). It is informed by the RP that thestatutory dues which are payable prior to CIRP initiation date (10th March2021) are to be claimed by the respective authorities in relevant form as prescribed underRegulation 7 of the Insolvency and Bankruptcy Board of India (Insolvency ResolutionProcess for Corporate Persons) Regulations 2016. Due to non-payment of various statutoryliabilities there may be potential non compliances under relevant statutes andregulations.

Key audit matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Standalone Financial Statements of thecurrent period. These matters were addressed in the context of our audit of the StandaloneFinancial Statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

In our opinion and based on the information and explanations given tous there are no other key audit matters to be communicated in our report other thanthose more fully described in the Basis for Qualified Opinion paragraph and in theMaterial Uncertainty Related to Going Concern section above.

Information other than the financial statements and auditors' reportthereon

The Company's management/ RP are responsible for the preparation of theother information. The other information comprises the information included in theManagement Discussion and Analysis Board's Report including Annexures to Board's ReportBusiness Responsibility Report Corporate Governance and Shareholder's Information butdoes not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Responsibilities of Management and Resolution Professional and ThoseCharged with Governance

During the year the Hon'ble National Company Law Tribunal ("theNCLT") Chennai Bench admitted petition for initiation of Corporate InsolvencyResolution Process ("GRP") under Section 9 of the Insolvency and BankruptcyCode 2016 ("the Code") filed by an operational creditor vide order no.IBA/73/2020 dated 10th March 2021 and appointed Mr. Lakshmisubramanian (IBBI Registrationno. IBBI/IPA-003/IP-N00232/2019-2020/12697) as Interim Resolution Professional("IRP") to manage affairs of the Company in accordance with the provisions ofthe Code. Subsequently the NCLT Chennai Bench vide order no IA/54/CHE/2021 inIBA/73/2020 on 2nd June 2021 appointed Mr. Sripatham Venkatasubramanian Ramkumar asResolution Professional ("RP") replacing the IRP according to the resolutionpassed by the Committee of Creditors unanimously. In view of pendency of the CIRP andsuspension of powers of Board of Directors and as explained to us the powers of adoptionof the Statement vests with RP. The Standalone Financial Statementsare prepared by theManagement of the Company and Certified by the Directors and approved by RP.

The Company's management/ RP are responsible for the matters stated insection 134 (5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act readwith the Companies (Indian Accounting Standards) Rules 2015 as amended from time totime and other accounting principles generally accepted in India.

We were informed that the Standalone Financial Statements have beenapproved by the RP based on representations clarifications and explanations provided bythe Management and Key Management Personnel of the Company for the preparation andpresentation of the Standalone Financial Statements.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalaone Financial Statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the Standalone Financial Statements the managementdirectors and RP are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the management directors and RP either intendsto liquidate the Company or to cease operations or has no realistic alternative but to doso.

The management directors and RP are also responsible for overseeingthe Company's financial reporting process. Auditor's Responsibilities for the audit ofthe Financial Statements

Our objectives are to obtain reasonable assurance about whether theStandalone Financial Statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of theStandalone Financial Statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal controls relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the Company has adequate internal financial controls system in placeand the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of the management/ RP's use ofthe going concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of theStandalone Financial Statements including the disclosures and whether the StandaloneFinancial Statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the StandaloneFinancial Statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the Standalone FinancialStatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the Standalone FinancialStatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the StandaloneFinancial Statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on other legal and regulatory requirements

As required by the Companies (Auditor's Report) Order 2020 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 except for matters described in the Basisfor Qualified Opinion paragraph above we give in Annexure "A" astatement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act we report that:

(a) We have sought and obtainedexcept for matters described in theBasis for Qualified Opinion paragraph aboveall the information and explanations whichto the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion except for matters described in the Basis forQualified Opinion paragraph above proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss including othercomprehensive lossStatement of Changes in Equity and the Statement of Cash Flows dealtwith by this report are in agreement with the books of account;

(d) In our opinion except for matters described in the Basis forQualified Opinion paragraph above the aforesaid financial statements comply withthe Indian Accounting Standards specified under Section 133 of the Act

(e) The matter described under Basis for Qualified Opinion paragraphabove and matters described under Material Uncertainty Related to Going Concern paragraphabove in our opinion may have an adverse effect on the functioning of the Company.

(f) The qualifications relating to the maintenance of accounts andother matters connected therewith are as stated in the Basis for Qualified Opinionparagraph above;

(g) Since the powers of the board of directors is suspended pursuant tothe CIRP receiving written representations from the directors that none of the directorsis disqualified as on March 31 2022 from being appointed as a director in terms ofSection 164 (2) of the Act and taking it on record by the board of directors is notapplicable for the year under consideration;

(h) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate report in "Annexure B".

(i) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended theremuneration paid by the Company to its directors during the year is treated as SalaryPayable to Employee in view of the company undergoing CIRP. (Refer Note no. 28(iv) ofNotes to Accounts of the Standalone Financials.)

(j) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its Standalone Financial Statements - Refer Note. 25 to theStandalone Financial Statements.

ii. The Company has made provision except for matters describedin the Basis for Qualified Opinion paragraph above as required under theapplicable law or accounting standards for material foreseeable losses if any onlong-term contracts including derivative contracts; and

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.

iv. a) Management has represented that to the best of its knowledgeand belief other than as disclosed in the notes to the accounts no funds have beenadvanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the Company to or in any other person(s) or entity(is)including foreign entities ("Intermediaries") with the understanding whetherrecorded in writing or otherwise that the Intermediary shall whether directly orindirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Company ("Ultimate Beneficiaries") or provide anyguarantee security or the like on behalf of the Ultimate Beneficiaries. (Refer Note36(o) to the Standalone Financial Statements)

(b) Management has represented that to the best of its knowledge andbelief other than as disclosed in the notes to the accounts no funds have been receivedby the Company from any person(s) or entity(ies) including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries (Refer Note 36(o) to the StandaloneFinancial Statements) and

(c ) Based on the audit procedures adopted by us nothing has come toour notice that has caused us to believe that the representations made by the Managementunder sub clause (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any Dividend during the year.

For SRSV & Associates
Chartered Accountants
F.R. No. 015041S
Place: Chennai
Dated: May 30 2022
V.Rajeswaran
Partner
Membership. No. 020881
UDIN : 22020881AJVXQP2670

ANNEXURE A' TO THE INDEPENDENT AUDITORS' REPORT:

(Referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements' section of our Report of even date and to be read with exceptfor matters described in the Basis for Qualified Opinion paragraph above

i. In respect of the Company's Property Plant and Equipment:

a) (A) According to the information and explanations given to us andthe records of the Company examined by us in our opinion the Company has maintainedproper records showing full particulars including quantitative details and situation ofProperty Plant & Equipment.

(B) According to the information and explanations given to us and therecords of the Company examined by us in our opinion the Company has maintained properrecords showing full particulars including quantitative details and situation ofIntangible Assets.

b) According to the information and explanations given to us duringthe year the Company has not verified the Property Plant and Equipment. Hence we areunable to comment on clause (i)(b) of Para 3 of the Order.

c) According to the information and explanations given to us and on thebasis of our examination of relevant records evidencing title/possession provided to uswe report that the title deeds of all the immovable properties comprising of land andbuildings recorded as Property Plant and Equipment which are freehold are held in thename of the Company as at the Balance Sheet date except the following (Refer Note No.2(d) to the Standalone Financial Statements) :

ALIGN=RIGHT>104000
Description of Property Gross carrying value (?) held in name of Whether promoter director or their relative or employee period held- indicate range where appropriate Reason for not being held in name of company indicate if in dispute
Land and Building situated in Bye Pass Road Avaniapuram Village Madurai Tamil Nadu 197981 ACT India No The title deeds are in the names of erstwhile companies that merged with the Company under Section 391 to 394 of the Companies Act 1956 pursuant to Schemes of Amalgamation as approved by the Hon'ble High Courts. Name Change has not been effected in the books of the registering authority. This is to be preferred by the Company
Land and Building situated in Bye Pass Road Meelavittan Tuticorin Tamilnadu 41819067 ACT India No The title deeds are in the names of erstwhile companies that merged with the Company under Section 391 to 394 of the Companies Act 1956 pursuant to Schemes of Amalgamation as approved by the Hon'ble High Courts. Name Change has not been effected in the books of the registering authority. This is to be preferred by the Company
Building situated in Kottapattu Trichy Tamil Nadu 303149 ACT India No The title deeds are in the names of erstwhile companies that merged with the Company under Section 391 to 394 of the Companies Act 1956 pursuant to Schemes of Amalgamation as approved by the Hon'ble High Courts. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Land situated in Thattankulam Road Madhavaram Chennai Tamil Nadu 2738569 ACT India No The title deeds are in the names of erstwhile companies that merged with the Company under Section 391 to 394 of the Companies Act 1956 pursuant to Schemes of Amalgamation as approved by the Hon'ble High Courts. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Land situated in Palapathi Village Mangulam Revenue Arupukottai Taluk Virudhu Nagar Kariapattu Tamil Nadu 15013660 ACT India No The title deeds are in the names of erstwhile companies that merged with the Company under Section 391 to 394 of the Companies Act 1956 pursuant to Schemes of Amalgamation as approved by the Hon'ble High Courts. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Land situated in G N T Road Ponniamman Medu Madhavaram Chennai 13800103 ACT India No The title deeds are in the names of erstwhile companies that merged with the Company under Section 391 to 394 of the Companies Act 1956 pursuant to Schemes of Amalgamation as approved by the Hon'ble High Courts. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Building situated in 2nd Floor No.73 South India House Armenian Street Chennai Tamil Nadu 438000 South India Steel and Sugars Ltd No The title deeds are in the names of erstwhile companies that merged with the Company under Section 391 to 394 of the Companies Act 1956 pursuant to Schemes of Amalgamation as approved by the Hon'ble High Courts. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Land situated in Satharai and Keelacheri Thiruvalur Tamil Nadu 28333521 Tube Suppliers Ltd No There was a change in the name of the Company from Tube Suppliers Ltd to VRW Industries Ltd and was further merged with Tubes and Malleables Ltd. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Building situated in 1st Floor No.73 South India House Armenian Street Chennai Tamil Nadu 5593101 Tubes and Malleables No The title deeds are in the names of erstwhile companies that merged with the Company under Section 391 to 394 of the Companies Act 1956 pursuant to Schemes of Amalgamation as approved by the Hon'ble High Courts. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Building situated in Ground Floor No.73 South India House Armenian Street Chennai Tamil Nadu 3155774 South India Corporation (A) Ltd No There was a change in the name of the Company from South India Corporation [Agencies] Limited to Sical Logistics Limited in February 2006. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Building situated in No.47 Rajaji Salai Chennai Tamil Nadu 16819941 South India Corporation (A) Ltd No There was a change in the name of the Company from South India Corporation [Agencies] Limited to Sical Logistics Limited in February 2006. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Building situated in SIR R.N.M House No.63-B 3rd Floor Lal Bazaar Street Kolkata West Bengal 1166438 South India Corporation (A) Ltd No There was a change in the name of the Company from South India Corporation [Agencies] Limited to Sical Logistics Limited in February 2006. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Building situated in Flat No.8 3rd Floor No.5 Tara Road Kolkata West Bengal South India Corporation (A) Ltd No There was a change in the name of the Company from South India Corporation [Agencies] Limited to Sical Logistics Limited in February 2006. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Building situated in Flat No. 305A and 305B Jayant Apartment Opp Air Cargo Complex Sahar Mumbai Maharashtra 736938 South India Corporation (A) Ltd No There was a change in the name of the Company from South India Corporation [Agencies] Limited to Sical Logistics Limited in February 2006. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Building situated in Flat No.612 6th Floor Tower-B Plot No. 46/55 Road No.304 Vashi Village Thane District Mumbai Maharashtra 1556250 South India Corporation (A) Ltd No There was a change in the name of the Company from South India Corporation [Agencies] Limited to Sical Logistics Limited in February 2006. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Building situated in Rajgir Chambers 2nd Floor 11-1512/14 Shahid Bhagat Singh Road Fort Mumbai Maharashtra 317500 Sical India Corporation (A) Ltd No There was a change in the name of the Company from South India Corporation [Agencies] Limited to Sical Logistics Limited in February 2006. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Building situated in 499/1 Ravi Prakash Nagar Konnena Agrahara Bangalore Karnataka 223522 South India Corporation (A) Ltd No There was a change in the name of the Company from South India Corporation [Agencies] Limited to Sical Logistics Limited in February 2006. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company
Building situated in Marine Tower-1 Rajavari Street Vishakapatnam 421635 South India Corporation (A) Ltd No There was a change in the name of the Company from South India Corporation [Agencies] Limited to Sical Logistics Limited in February 2006. Name Change has not been effected in the books of the registering authority. This is to be preferred by the company

(d) The Company has not revalued its Property Plant and Equipment(including Right of Use assets) or intangible assets or both during the year. Accordinglyclause (i)(d) of Para 3 of the Order is not applicable.

(e) Based on the information and explanations furnished to us noproceedings have been initiated on or are pending against the Company for holding Benamiproperty under the Prohibition of Benami Property Transactions Act 1988 (as amended in2016) (formerly the Benami Transactions (Prohibition) Act 1988 (45 of 1988)) and Rulesmade thereunder and therefore the question of our commenting on whether the Company hasappropriately disclosed the details in its financial statements does not arise.

ii. (a) As explained to us physical verification of inventory wasconducted for certain items of stock but complete coverage was not possible owing to lackof manpower and no discrepancies of 10% or more in the aggregate for each class ofinventory were noticed to the extent of physical verification done.

(b) According to the records of the Company and information andexplanations given to us the company has not been sanctioned working capital limits inexcess of Rs Five crore in aggregate from banks or financial institutions on the basis ofsecurity of current assets during the year. In respect of loans sanctioned during earlieryears the quarterly returns or statements have not been filed by the Company with thebanks from the date of initiation of CIRP.

iii. (a) In our opinion and according to the explanations given to usduring the year the company has provided loans or advances in the nature of loans orstood guarantee or provided security to its subsidiary companies as indicated below-

(Rs. in lakhs)

To whom Type (Loan/Advance/ Guarantee/ Security) Opening Balance as on 01.04.2021 Aggregate amount given during the year Balance Outstanding as at the Balance Sheet Date
Sical Mining Limited Advances 18 1600 1618*
Sical Infra Assets Limited Advances 4 - 4
Develecto Mining Limited Advances 218 49 267
Patchems Private Limited Advances 1 - 1

(*) ' 1600 Lakhs Pertains to invocation of Bank Guarantee provided onbehalf of Sical Mining Limited (SML). Please refer to Note 28 (v) in Notes to Accounts ofthe Financials.

(b) In our opinion and according to the explanations given to us theinvestments made guarantees provided security given and the terms and conditions of thegrant of all loans and advances in the nature of loans and guarantees provided are notprejudicial to the Company's interest.

(c) In our opinion and according to the explanations given to us inrespect of loans and advances in the nature of loan's the schedule of repayment ofprincipal and payment of interest has not been stipulated.

(d) In our opinion and according to the explanations given to us inrespect of loans and advances in the nature of loan's as the repayment terms are notstipulated we are unable to comment on whether it is overdue for a period of more than 90days.

(e) In our opinion and according to the explanations given to us asthe repayment terms are not stipulated we are unable to comment on whether loans oradvance in the nature of loan granted which has fallen due during the year has beenrenewed or extended or fresh loans have been granted to settle the overdues of existingloans given to the same parties.

(f) In our opinion and according to the explanations given to us thecompany has granted loans or advances in the nature of loans without specifying any termsor period of repayment to the following:

(Rs. in lakhs)
PARTICULARS All Parties Promoters Related Parties
Aggregate amount of loans/ advances in nature of loans:
-Repayable on Demand (A) - - -
-Agreement does not specify any terms or period of repayment (B)
*Sical Mining Limited - - 1618
*Sical Infra Assets Limited - - 4
*Develecto Mining Limited - - 267
*Patchems Private Limited - - 1
Staff Advances 66 - -
TOTAL(A+B) 1956
Percentage of loans/advances in nature of loans to the total loans 100%*
(*) At a gross basis

iv. In view of CIRP the company cannot provide Loans InvestmentsGuarantees and Security as specified under Section 185 and Section 186 of the CompaniesAct2013. Hence reporting under clause (iv) of the Order is not applicable.

iv. In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits or amounts which are deemed to bedeposits from the public within the meaning of Sections 73 to 76 or any other relevantprovisions of the Act and rules framed there under and hence reporting under clause (iv)of the Order are not applicable

v. In our opinion and according to the information and explanationsgiven to us the Central Government has not prescribed the maintenance of cost recordsunder Section 148(1) of the Companies Act 2013 for any of the products/ servicesmanufactured/rendered by the Company.

vii. In respect of statutory dues

a) According to the records of the Company and information andexplanations given to us the Company is generally regular in depositing undisputedstatutory dues including Goods and Services Tax provident fund employees' stateinsurance income-tax sales-tax wealth tax service tax duty of customs duty ofexcise value-added tax Goods and service tax cess and any other statutory dues with theappropriate authorities though there has been a slight delay in few cases. There areundisputed statutory dues outstanding for more than six months to the tune of Rs.1462lakhs pertaining to the period prior to the CIRP date (10th March 2021).

b) As at March 31 2022 according to the records of the Company thefollowing are the particulars of the disputed dues on account of sales tax income taxcustoms duty wealth tax service tax and cess which have not been deposited on accountof dispute:

S. No Period Nature of Dues Not Paid (Rs. in lakhs) Forum where pending
1 2017-18 Income Tax 1191.70 Pending before Deputy Commissioner of Income Tax Bangalore
2 2016-17 Income Tax 173.67 Pending before Deputy Commissioner of Income Tax Bangalore
3 2011-12 Income Tax 57.27 Pending before Deputy Commissioner of Income Tax Bangalore
4 2001-09 Service Tax 1818.92 Madras High Court
5 1995-96 Income Tax 133.56 Madras High Court

viii. According to the information and explanations given to us and onthe basis of records of the Company examined by us in our opinion the Company has notransactions that has not been recorded in the books of account and no unrecorded incomewas disclosed or surrendered as income during the year in the Tax assessments under theIncome Tax 1961. Accordingly clause (viii) of Para 3 of the Order is not applicable.

ix. (a) Based on our audit procedures and according to theinformation and explanations given to us by the management we are of the opinion that theCompany has defaulted in repayment of loans or borrowings to financial institutions banksand debenture holders as per the following particulars. The Company stopped providing forInterest after initiation of CIRP and the defaults are stated below:

Name of the Lender principal Interest
Amount (Rs. in Crores) period (Maximum Days) Amount (Rs. in Crores) period (Maximum Days)
Loans from Banks
Bank of Baroda 278.89 455 6.55 455
Bank of Baroda (FITL) 13.07 486 0.88 486
Canara Bank 33.61 885 12.35 885
Corporation Bank 10.50 882 3.28 882
DCB Bank 4.11 821 1.15 821
DCB Bank (FITL) 0.22 547 0.01 547
DCB Bank 7.07 547 0.42 547
Kotak Mahindra Bank 1.04 867 - 867
RBL Bank 22.02 816 12.22 816
RBL Bank 17.65 877 2.91 877
YES Bank (Equipment Loan) 1.13 952 1.90 952
YES Bank (Term Loan) 97.54 943 17.55 943
YES Bank (Term Loan) 0.36 974 0.03 974
Axis Bank 2.53 923 1.58 923
IndusInd Bank (Equipment Loan) 0.56 817 1.10 817
IndusInd Bank (Term Loan) 9.30 764 2.50 764
Standard Chartered Bank 0.85 365 0.05 365
Loan from NBFCs
Daimler Financial Services India Private Limited 3.17 921 0.69 921
HDB Financial Service 0.24 848 - 848
Reliance Capital 0.63 880 0.04 880
Tata Motor Finance Limited 0.72 941 1.26 941
Volvo Financial Services India Private Limited 7.90 940 1.53 940
Sundaram Finance Ltd 3.21 933 0.50 933
Non-Convertible Debentures
IDFC First Bank - - 19.30* 825
Others
Penal Interest and Overdue Interest on Various loans 15.72
TOTAL 516.32 103.52

*Pursuant to CIRP the Company has stopped providing interest on bankborrowings from the CIRP Initiation Date (10.03.2021). Refer to Note (b) in Basis forQualified Opinion Paragraph above.

(b) According to the records of the Company and information andexplanations given to us the Company has been declared a wilful defaulter by all thebanks and financial institutions. (Refer Note (12.1)(a) in Notes to Accounts of theStandalone Financial Statement)

(c) According to the records of the Company and information andexplanations given to us no term loans were obtained during the year. Accordinglyreporting under clause ix(c) of Para 3 of the Order is not applicable.

(d) According to the records of the Company and information andexplanations given to us the funds raised on a short-term basis have not been utilizedfor long term purposes.

(e) In our opinion the Company has not taken any funds from any entityor person on account of or to meet the obligations of its subsidiaries associates orjoint ventures in view of CIRP. Accordingly clause ix(e) of Para 3 of the Order is notapplicable.

(f) In our opinion the Company has not raised loans during the year onthe pledge of securities held in its subsidiaries joint ventures or associate companiesin view of CIRP. Accordingly clause ix(f) of Para 3 of the Order is not applicable.

x. (a) To the best of our knowledge and according to the informationand explanations given to us the Company has not raised any money by way of initialpublic offer or further public offer (including debt instruments). Accordingly reportingunder clause (x(a)) of the Order is not applicable.

(b) According to the information and explanations given to us theCompany has not made preferential allotment of shares during the year under review.Accordingly reporting under clause (x(b)) of the Order is not applicable.

xi. a) During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have neither comeacross any instance of material fraud by the Company or on the Company noticed orreported during the year nor have we been informed of any such case by the Management.

b) During the course of our examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us a report underSection 143(12) of the Act in Form ADT-4 as prescribed under rule 13 of Companies (Auditand Auditors) Rules 2014 was not required to be filed with the Central Government.Accordingly the reporting under clause 3(xi)(b) of the Order is not applicable to theCompany.

c) During the course of our examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices in Indiaand according to the information and explanations given to us and as represented to us bythe management no whistle-blower complaints have been received during the year by theCompany. Accordingly the reporting under clause 3(xi)(c) of the Order is not applicableto the Company.

xii. In our opinion the Company is not a Nidhi Company. Accordinglyclause xii(a) xii(b) xii(c) of Para 3 of the Order is not applicable.

xiii. In our opinion and according to the information and explanationgiven to us all transactions with the related parties are in compliance with sections 177and 188 of Companies Act 2013 where applicable and the details have been disclosed in theStandalone Financial Statements as required by the applicable accounting standards.

xiv. (a) In our opinion and according to the information andexplanation given to us the Company has an internal audit system but it is notcommensurate with the size and nature of its business. During the year for one divisiononly the audit was conducted.

(b) In our opinion and according to the information and explanationgiven to us the reports of the Internal Auditors for one division were considered for theperiod under audit.

xv. ln our opinion and according to the information and explanationsgiven to us the Company has not entered into any non - cash transactions with directorsor persons connected with the Directors. Accordingly clause (xv) of Para 3 of the Orderis not applicable.

xvi. (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934.

Accordingly the reporting under clause 3(xvi)(a) of the Order is notapplicable to the Company.

(b) The Company has not conducted non-banking financial activities orhousing finance activities during the year. Accordingly the reporting under clause3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly the reporting under clause3(xvi)(c) of the Order is not applicable to the Company.

(d) Based on the information and explanation provided by the Managementof the Company the Group does not have any CICs which are part of the Group. We havenot however separately evaluated whether the information provided by the Management isaccurate and complete. Accordingly the reporting under clause 3(xvi)(d) of the Order isnot applicable to the Company.

xvii. In our opinion and according to the information and explanationsgiven to us the Company has incurred cash losses in the financial year and in theimmediately preceding financial year as under:

Financial Year Amount of Cash losses (Rs in lakhs)
2021-22 3143
2020-21 9489

xviii. There has been no resignation of the statutory auditors duringthe year and accordingly the reporting under clause (xviii) of Para 3 of the Order is notapplicable.

xix. According to the information and explanations given to us and onthe basis of the financial ratios (Also refer Note 36(p) to the financial statements)ageing and expected dates of realisation of financial assets and payment of financialliabilities other information accompanying the financial statements our knowledge of themanagement and RP's plans and based on our examination of the evidence supporting theassumptions we believe that material uncertainty exists as on the date of the auditreport and the Company is not capable of meeting its liabilities existing at the date ofBalance Sheet as and when they fall due within a period of one year from the Balance Sheetdate.

xx. According to the information and explanations given to us and onthe basis of our audit procedures The Corporate Social Responsibility (CSR) contributionunder section 135 of the Act is not applicable to the Company. Therefore the provisionsof clause (xx) (a) & (b) of para 3 of the Order are not applicable to the Company.(Refer Note No. 36(c) to the Standalone Financial Statements).

xxi. The reporting under clause (xxi) of Para 3 of the Order is notapplicable in respect of audit of standalone financial statements.

For SRSV & Associates
Chartered Accountants
F.R. No. 015041S
Place: Chennai
Dated: May 30 2022 V. Rajeswaran
Partner
Membership. No. 020881
UDIN No.: 22020881AJVXQP2670

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of M/s SICAL LOGISTICS LIMITED ("the Company") as of March 312022 in conjunction with our audit of the Standalone Financial Statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A Company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2022 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India..

For SRSV & Associates
Chartered Accountants
F.R. No. 015041S
Place: Chennai
Dated: May 30 2022
V. Rajeswaran
Partner
Membership. No. 020881
UDIN No.: 22020881AJVXQP2670

.