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Sical Logistics Ltd.

BSE: 520086 Sector: Others
NSE: SICAL ISIN Code: INE075B01012
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OPEN 11.97
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VOLUME 78119
52-Week high 21.98
52-Week low 8.40
P/E
Mkt Cap.(Rs cr) 70
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Sical Logistics Ltd. (SICAL) - Director Report

Company director report

Your Directors are pleased to present this Sixty Fourth Annual Report of your company and the audited financial statements for the year ended 31st March 2019.

FINANCIAL REVIEW

The stand-alone financial results for the year ended 31st March 2019 are summarised below.

[? In lakhs]

Year ended 31 March20192018
Sales and other income13106397462
Profit before interest depreciation and tax1486212831
Interest35773316
Cash Profit112859515
Depreciation61124395
Profit before tax51735120
Provision for tax21202254
Net profit30532866
Earnings per share [EPS] in ?[after exceptional items]5.395.15

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 that are envisaged during the years to come it has been proposed by the Board of Directors to defer the declaration of dividends for the financial year 2018-19.

RESERVES

Debenture redemption reserve of ?25 crores equivalent to 25% of the debenture issue has already been created until the financial year 2017-18 in accordance with the provisions of Rule 18[7] of the Companies [Share Capital and Debenture] Rules 2014 and hence no fresh amount has been transferred to the Debenture Redemption Reserve for the financial year 2018-19.

INCREASE IN AUTHORISED SHARE CAPITAL

The Company had increased its authorised equity share capital from ?60 crores to ?70 crores and the current authorised share capital of the company stands at ?220 crores.

FRESH ISSUE OF SHARES/DEBENTURES

The Company has issued 2918570 equity shares of ?10 each at a premium of ?185 to Giri Vidhyuth [India] Limited on 17th November 2018 after due approvals from the shareholders and stock exchanges. The Company has not issued any shares/securities which are convertible into equity shares or Non-convertible debentures during the financial year 2018-19. The fund raised through preferential allotment was fully utilised for the purpose for which it was issued.

FIXED DEPOSITS

The Company has not invited any deposits from the public. There are no unclaimed deposits which were matured as on 31st March 2019.

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 2019 and hence the said provisions are not applicable. Under the circumstances the Company could not identify the shareholders whose name remains on the unclaimed dividend account over a period of 7 years for transferring such shares to the IEPF account of the Central Government.

PERFORMANCE

The company's revenues for financial year 2018-19 was ?131063 lakhs as against ?97462 lakhs in the previous year which is higher by 34.48%. Profit After Tax was ?3053 lakhs as against ?2866 lakhs in the previous year registering a marginal growth of 6.52%. 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 during the year under review.

The highlights on the performance of various divisions of the company during the financial year 2018-19 is provided below:

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 mines in Odisha and Jhingurda mine at Madhya Pradesh continued its improved performance strengthening the Company's position in the mining activities. The Company bagged the contract from Northern Coalfields limited for Evacuation of Overburden Removal at Amlohri OCP for 145 Million CuM over a period of 51 months. The Company also received a contract from Mahanadi Coalfields Limited for extraction of coal at Hingula OCP for 26.72 Million tons for a period of 36 months. The company has handled 7 Million tons of coal and 45 Million CuM of Overburden during the year under review.

INTEGRATED LOGISTICS

The contract for movement of coal from Mahanadi Coalfields Limited in Odisha to the power plant of NLC in Tuticorin Tamilnadu through Road- Rail- Sea accounted for a volume of 24.4 Lakh tons of coal during the year under review. Part of this quantity is washed coal emanating from washery operations.

MINE DEVELOPER AND OPERATOR CONRACTS [MDO]

The Mine Development and Operation contract awarded by the West Bengal Power Development Corporation Limited for the Tara East and West Mines for an estimated contract value of Rs 2000 Crores over a projected period of 10 years is expected to commence its activities during the third quarter of the Financial year 2019-20.

The Company in association with Ambey Mining Private Limited and Godavari Commodities Limited have bagged the Mine Developer and Operator Contract from the Damodar Valley Corporation for the Tubed Mines during the year 2018-19 and the project activities such as land acquisition and development are in progress and is expected to commence its activities during the Q4 of the financial year 2019-20.

PORT HANDLING

During the year under review this division performed stevedoring activities at the Ports of Chennai Tuticorin Mangalore Vizag and Ennore. The Company handled coal at the ports apart from handling iron ore in Vizag. Volume handled during the year under review was 15.90 million tonnes as against 14.89 million tonnes 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 coal fields. The Company has been focussing in obtaining contracts which would increase revenues and contribute to the profitability.

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 consists of Reefer Transportation & cold stores full truck load distribution part-truck load/express logistics and 3 PL/Contract Logistics. The division has a fleet of 414 vehicles and a warehouse space of 1.2 million square feet. The company's subsidiaries PNX Logistics Private Limited and Patchems Private Limited also contributes to this segment.

SUBSIDIARIES AND JOINT VENTURES

As on 31st March 2019 the Company has the following subsidiaries and joint venture companies

1Sical Iron Ore Terminals Limited
2Sical Infra Assets Limited
3Sical Multimodal and Rail Transport Limited [subsidiary of Sical Infra Assets Limited]
4Sical Iron Ore Terminal [Mangalore] Limited
5Sical Adams Offshore Limited
6Norsea Offshore India Limited
7Sical Mining Limited
8Sical Bangalore Logistics Park Limited [subsidiary of Sical Infra Assets Limited]
9Patchems Private Limited
10PNX Logistics Private Limited
11Sical Saumya Mining Limited
12Develecto Mining Limited
13Sical Washeries Limited [incorporated during FY 2018-19]
14Bergen Offshore Logistics Pte Ltd [Overseas subsidiary]

Joint Venture Companies

1PSA Sical Terminals Limited
2Sical 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 SPV had completed all its construction activities for the iron ore terminal in the year 2010 at Kamarajar Port but however could not commence its commercial operations due to the ban imposed on the export of iron ore 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 is in advanced stage of completion and is expected to commence its trial operation during the third quarter of the financial year 2019-20.

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 rail on Pan India basis with the Licence from Indian Railways. 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 is under stress due to the increased haulage charges payable to Railways stiff competition from other Container Train Operators and overcoming the cost advantages over the movement of cargo by road.

CFS operations were continued at Chennai Tuticorin and Vizag. The total volume handled during 2018-19 was 154147 TEUs as against 139566 TEUs in the pervious fiscal. Due to certain policy decisions by the Government of India this sector faces certain challenges especially in storage services and the stiff competition from the fellow operators. However the company is taking all efforts to enhance its performance in the years to come.

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 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 December 2017. Accordingly the process of the Scheme of Arrangement [Demerger] were completed during the financial year 2018-19.

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 2017-18. Further to this the Company and the Port are in discussions to reach an amicable settlement.

4. Sical Adams Offshore Limited

This company was formed with intent to venture into offshore segment. The Company is looking at operations either in this segment or in some other logistics segment.

5. Norsea Offshore India Limited

This company was owning and operating a cutter suction dredger Sical Portofino carrying dredging activities for various ports as and when dredging contracts are received. The company has hived-off its dredging business to the parent company Sical Logistics Limited through a scheme of arrangement [demerger] pursuant to the approval of the Honourable National Company Law Tribunal Chennai Bench on 22nd April 2019. Now the Company will be focusing on providing other logistics services.

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 Lajkura to handle 53 million CBM in 5 years. The activities at Lajkura mines were carried out during the financial year.

7. Sical Mining Limited

The company was incorporated during the financial year 2016-17 for carrying out the Mining Development and Operation contract of West Bengal Power Development Corporation Limited for the Tara mines in West Bengal. The company is in the process of completing the project activities and expect to commence operations during the third quarter of the financial year 2019-20.

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

The overseas subsidiary of the Company Bergen Offshore Logistics Pte Ltd and the wholly owned subsidiary of Bergen viz. Norsea Global Offshore Pte Ltd have their offices in Singapore. Norsea Global Offshore Pte Limtied the wholly owned subsidiary of Bergen Offshore Logistics Pte Ltd was amalgamated with the holding company as per the laws of Singapore effective 10th January 2019. Currently Bergen Offshore Logistics Pte Ltd is not having 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 352010 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 by Tuticorin Port before the High Court of Madras at Madurai Bench and the order was in their favour. 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. This JV is facing competition leading to reduction in volumes and revenues

10. Develecto Mining Limited

The company was incorporated during the year under review for 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 ?10000 crores over the stipulated period. After obtaining all required clearances the project is expected to commence operations during the last quarter of the fiscal 2019-20.

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 placed 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 and accolades were received:

 Award for Excellence Traffic performance 2017-18- [Highest volume of cargo handled Including Thermal coal as Stevedore] at Tuticorin Port from VOC Port Trust Tuticorin

 Award for Excellence Traffic performance 2017-18 [highest volume of import cargo serviced as Customs House Agent] at Tuticorin Port from VOC Port Trust Tuticorin.

 Operational Excellence in Cold Chain - Pharma awarded to Patchems at the 4th Cold Chain Industry Awards organized by Kamikaze

DIRECTORS

The Company has 07 [seven] directors as on 31 Mar 2019 consisting of 04 [four] Independent Directors 02 [two] non-executive directors [including 1 woman director] and 01 [one] executive directors.

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 2019.

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.

NON-INDEPENDENT NON-EXECUTIVE DIRECTORS

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

Ms. Shweta Shetty [Woman Director]

APPOINTMENT/RESIGNATION OF DIRECTORS

There were no fresh appointment of directors during the year under review. Mr. Sunil Deshmukh resigned from the position of Director effective 02nd August 2018.

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 15 times during the financial year 2018-19. 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 07 [seven] 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 S Stakeholders Relationship Committee S Corporate Social Responsibility Committee

 Nomination and Remuneration Committee

 Risk Mitigation Committee S 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 is to be carried out 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 17th May 2019.

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 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 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. 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 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.in/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 Company has not provided any fresh Corporate Guarantees on behalf of other entities during the financial year 2018-19.

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 2019.

Name of the Body CorporateAmount in ?LakhsNature of the Body Corporate
Sical Infra Assets Limited4Subsidiary
Sical Iron Ore Terminals Limited72637Subsidiary
Norsea Offshore India Limited784Subsidiary
Sical Iron Ore Terminals [Mangalore] Limited91Subsidiary
Sical Bangalore Logistics Park Limited108Step-down subsidiary
PNX Logistics Private Limited1701Subsidiary
Name of the Body CorporateAmount in ?LakhsNature of the Body Corporate
Develecto Mining Limited122Subsidiary
Sical Mining Limited2Subsidiary

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 Auditor

M/s. SRSV & Associates LLP Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. 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 2019-20 on a remuneration to be approved by the members.

[b] Secretarial Auditor 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 2018-19. The report of the Secretarial Auditor for the FY 2018-19 is annexed to this report as Annexure - 3. As required by Regulation 24A of the SEBI [LODR] Regulation 2015 the Secretarial Audit Reports of Mr. R. Kannan Practicing Company Secretary Chennai for the material subsidiaries viz. Sical Infra Assets Limited Sical Multimodal and Rail Transport Limited and Sical Iron Ore Terminals Limited are also annexed to 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 2019 and the date of the Directors Report i.e. 17th May 2019.

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 ?1.02 crores p.a. or ?850000 per month during the financial year 2018-19.

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: ?1166 lakhs
: Used: ?6508 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 2019 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.in.

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 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 employees and all stakeholders for their continued support and patronage.

For and on behalf of the Board
R. Ram Mohan
Place : BengaluruChairman
Date : 17th May 2019DIN:02506342

   

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