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Sical Logistics Ltd.

BSE: 520086 Sector: Others
NSE: SICAL ISIN Code: INE075B01012
BSE 00:00 | 28 Nov 7.48 0






NSE 05:30 | 01 Jan Sical Logistics Ltd
OPEN 7.48
52-Week high 19.65
52-Week low 6.43
Mkt Cap.(Rs cr) 44
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.48
CLOSE 7.48
52-Week high 19.65
52-Week low 6.43
Mkt Cap.(Rs cr) 44
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sical Logistics Ltd. (SICAL) - Director Report

Company director report

Dear Members

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016("IBC/Code") the Corporate Insolvency Resolution Process ("CIRP") ofSICAL LOGISTICS LIMITED ("the Company") was initiated by an application filedbefore the Honourable National Company Law Tribunal ["NCLT"] Chennai Bench byan operational creditor and the same was admitted by the Hon'ble NCLT and orderedinitiating Corporate Insolvency Resolution Process ("CIRP") and appointed Mr. S.Lakshmisubramanian (IBBI Registration no. IBBI/IPA-003/IP-N00232/2019-2020/12697) asInterim Resolution Professional ("IRP") to manage the affairs of the Companyvide Order No. CP No. IBA/73/2020 dated 10th March 2021. Pursuant to thisbased on the application made by Committee of Creditors of the Company the Hon'ble NCLThas ordered appointment of Mr. Sripatham Venkatasubramanian Ramkumar (IBBI RegistrationNo. IBBI/IPA-001/IP-P00015/2016-17/10039) as Resolution Professional ("RP") ofthe Company in disposing of IA no. IA/54/CHE/2021 in IBA/73/2020 on 2ndJune 2021. Upon appointment of the IRP / RP the powers of the Board remain suspended andthe same vests with the RP.

The RP has invited Expression of Interest on 03rd July 2021 from theprospective Resolution Applicants and received resolution plans by 29thOctober 2021. In the meeting of Committee of Creditors ["CoC"] held on 18thNovember 2021 the members opined to invite fresh Expression of Interest as theresolution plans received are found not complaint to the provisions of the coderegulations and request for resolution plan. Accordingly the RP has published fresh EOI on22nd November 2021 with the probable date for submission of ResolutionPlans by 08th January 2022. Upon receipt of the Resolution Plans andconcurrence of the CoC of the Company RP will submit the Resolution Plan to theHonourable NCLT Chennai Bench as per the provisions of the IBC for approval. In themeantime the RP also invited bids for sale of stake held by Sical Logistics Limited intwo of the subsidiaries viz. Sical Infra Assets Limited and Patchems Private Limited forwhich on-line bidding process has been completed. However pursuing the same has beendeferred as per the decision of the CoC.

Pending this and the measures to be adopted as part of the Resolution Process theaudited financial results have been prepared on a going concern basis.

With this background RP and the Board take pleasure in presenting the report onbusiness and operations of your Company along with the audited statement of Standalone andConsolidated accounts for the year ended 31st March 2021.


The stand-alone financial results for the year ended 31st March 2021 aresummarised below.

Year ended 31 March 2021 2020
Sales and other income 37891 85663
Profit/Loss before interest depreciation and tax -2844 -1116
Interest 11773 2787
Cash Profit / Loss -14616 -3903
Depreciation 6562 7118
Profit / Loss before tax -21178 -11021
Exceptional Items -93789 -
Provision for tax - -2575
Net profit / Loss -114967 -11021
Earnings per share [EPS] in Rs. [after exceptional items] -196.46 -14.43


The performance of the company was impacted on account of the financial crunch due tothe sudden demise of the Promoter Mr. V.G. Siddhartha on 31st July 2019. Afterhis demise the company ran into liquidity crisis wherein continuation of availing furtherworking capital facilities was not available from the banks / financial institutions sincethe Company was unable to service the interest and principal on the due dates. Apart fromthis the performance of the various divisions were impacted on account of the globalCOVID-19 pandemic that erupted during the last week of March 2020 and which lasted evenuntil December 2020 and also due to the second wave of the pandemic. The Company wasscouting for investors to tide over the crisis and revival of the operations but could notfructify on account of the pandemic. In the meanwhile one of the operational creditorshad preferred an application before the Honourable National Company Law Tribunal ChennaiBench for non-payment of their dues and the same was admitted and the NCLT ordered forinitiating Corporate Insolvency Resolution Process as per the Insolvency and BankruptcyCode 2016 and appointed Mr. S. Lakshmisubramanian as Interim Resolution Professionalw.e.f. 10th March 2021 and as per the application of the CoC Mr. SripathamVenkatasubramanian Ramkumar was appointed as the Resolution Professional w.e.f. 02ndJune 2021. The Company could operate only in the segment of stevedoring for handling ofcoal for TANGEDCO and mining activities at Amlohri Hingula and Jinghurdah..


Since the Company has made negative profits and as the company is undergoing the CIRPno dividend is recommended for the financial year 2020-21.


Debenture redemption reserve of Rs.25 crores equivalent to 25% of the debenture issuehas already been created until the financial year 2017-18 in accordance with theprovisions of Rule 18[7] of the Companies [Share Capital and Debenture] Rules 2014 andhence no fresh amount has been transferred to the Debenture Redemption Reserve for thefinancial year 2020-21.


YES Bank Limited [YBL] had issued a Notice of Financial Default on the SubsidiaryCompany SIOTL on 07.12.2020 citing the Commercial Operation Date [COD] has not beenachieved default in payment of dues and to clear the outstanding amount of Rs. 236.93crore. Further to this vide letter dated 16th December 2020 YBL has sent aletter to Kamarajar Port Limited [KPL] intimating the Financial default of SIOTL onaccount of non-achievement of COD default in payment of dues in line with the covenant ofthe Substitution Agreement entered into between YBL KPL and SIOTL on 13thJune 2018 and to issue the Notice of Intent to Terminate for non-payment of principal andinterest. Based on the Lenders communication KPL vide its letter dated 21stDecember 2020 issued the Notice of Intent to Terminate providing a curing time of 90 daysto SIOTL. Due to the COVID-19 pandemic and delay in disbursal of Term Loan amount resultedin the stoppage of the project activities. The Company defended the position throughvarious communications to YBL and KPL. However KPL has vide their letter dated 22ndMarch 2021 issued the Termination Notice and Transfer Information Notice for handing overthe project assets on as is where is basis providing a time limit of 90 days period.

Against this applications have been preferred by one of the shareholders of SIOTLbefore the Honourable High Court of Madras and by the RP before the Honourable NCLTChennai Bench for protecting the interest of the stakeholders. Under the circumstancesthe exposure of the company in SIOTL has been impaired fully which forms part of theexceptional items in the accounts and any recovery which would result as an outcome of thesaid litigations would be recorded as and when such amounts are received.


There has been no change in the authorised share capital of the Company during the yearunder review.


The Company has not issued any equity shares any shares / securities which areconvertible into equity shares or Non-convertible debentures during the financial year2020-21.


The Company has not invited any deposits from the public. There are no unclaimeddeposits which were matured as on 31st March 2021.


Pursuant to the provisions of the Companies Act any dividend amount which remainsunpaid or unclaimed for a period of 7 years will have to be transferred to the InvestorEducation and Protection Fund of the Central Government. The Company does not have anyamount lying under unclaimed dividend as on 31st March 2021 and hence the saidprovisions are not applicable. Under the circumstances the Company could not identify theshareholders whose name remains on the unclaimed dividend account over a period of 7 yearsfor transferring such shares to the IEPF account of the Central Government.


The company's revenues for the financial year 2020-21 stood at Rs. 37891 lakh asagainst Rs. 85663 lakh in the previous year which is lower by 56%. The performance of allthe divisions were impacted due to non-availability of adequate working capital and theCOVID-19 pandemic restrictions.


The Kamarajar Port Limited issued termination notice for the licence provided to SicalIron Ore Terminals Limited due to non-completion of the project resulting in financialdefault in response to YES Bank Limited's notice to Kamarajar Port Limited as per theFinancial Documents and hence the project activities which were hampered due to nondisbursal of further amounts by the lenders resulting in delay in completing the projectactivities could not be continued further.

The business activities of the subsidiary M/s. Sical Multimodal and Rail TransportLimited continued with the handling of containers and Container Freight Stations locatedat Chennai Vizag and Tuticorin and letting on lease the railway rakes.

Further lack of infusement of capital required for the MDO contracts for the WestBengal Power Development Corporation Limited for the Tara mines has resulted intermination of the coal agreement and that for Damodar Valley Corporation for the TUBEDmines the commencement of operations is getting delayed. The said termination noticeissued by West Bengal Power Development Corporation Limited is being challenged by way ofan application filed in Hon'ble NCLT Chennai Bench.


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 thesame is being placed before the members for their approval at the ensuing Annual GeneralMeeting. Also a separate statement containing the salient features of the financialstatement of the subsidiaries and joint ventures in Form AOC-1 is attached along with thefinancial statements.


Since the powers of the Board remain suspended upon initiation of the CIRP the powersof the Board and Committees vest with the Interim Resolution Professional / ResolutionProfessional w.e.f. 10th March 2021.


Mr. H. Rathnakar Hegde and Mr. S. Ravinarayanan resigned from the Board effective 27thJanuary 2021. Mr. R. Ram Mohan Ms. Shweta Shetty Capt KN Ramesh Mr. Sudhir Kamath andMr. H.R. Srinivasan resigned from the Board effective 01st February2021.

Mr. T. Subramanian Mr. S. Rajappan Ms. V. Neelaveni Mr. G. Swaminathan and Mr. KrishNarayanan were appointed as additional directors w.e.f. 27th January 2021.

Mr. T. Subramanian who has been the Group CFO has been elevated to the position ofManaging Director and Mr. S. Rajappan who has been the President [Public Relations] waselevated to the position of Executive Director effective 01st February 2021.

However subsequent to the initiation of CIRP the powers of the Board remain suspendedeffective 10th March 2021 . In view of the same the appointment of directorsare not being considered in the ensuing AGM.


The Board met 10 [Ten] times during the financial year 2020-21 prior to thecommencement of CIRP. Detailed information on the meetings of the Board are included inthe report on Corporate Governance which forms part of the Directors Report.

Additionally several committee meetings were held prior to the initiation of CIRPincluding Audit Committee which met 03 [Three] times during the year. The committeemeetings could not be conducted during the COVID-19 pandemic peak periods between April2020 and August 2020.


The Company has the following committees of the Board Audit Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee Nomination and Remuneration Committee

The powers of the Board remain suspended on account of the Order of the Hon'ble NCLTChennai Bench effective 10th March 2021 and such powers vest with the IRP/RP.

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


In compliance with Section 135 of the Companies At 2013 read with Companies [CorporateSocial Responsibility Policy] Rules 2014 the Company has established a Corporate SocialResponsibility [CSR] Committee. Since the Company has incurred significant losses duringthe previous two years and in view of the commencement of CIRP no contributions have beenmade towards CSR activity during the previous year under review.


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 RemunerationPolicy. Further to this the manner in which formal annual evaluation of the directors isto be carried out for the Board and Board level committees were devised by the Committee.Due to the appointment of new directors in January / February 2021 CIRP initiation andsuspension of the powers of the Board the performance evaluation for the financial year2020-21 was not carried out.


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

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


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


The Company has implemented a Vigil Mechanism / Whistle Blower Policy pursuant to whichWhistle Blowers are allowed to raise concerns relating to Reportable Matters [as definedin the Policy]. Further the policy encourages whistle blowers to bring the genuineconcerns or grievances and provides for adequate safeguards against victimisation ofWhistle Blower who avail of such mechanism and also provides for direct access to theChairman of the Audit Committee in exceptional circumstances. The functioning of thevigil mechanism is reviewed by the Audit Committee from time to time. None of the whistleblowers were denied access to the Audit Committee of the Board of Directors / IRP / RP.The details of Vigil Mechanism / Whistle Blower Policy are available on the website of theCompany


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


All related party transactions that were entered into during the financial year were inthe ordinary course of business of the Company and were on arm's length basis. There wereno materially significant related party transactions entered into by the Company with thePromoters Directors Key Managerial Personnel or other persons which may have a potentialconflict with the interest of the Company. The details of such related party transactionsforms part of the standalone and consolidated financials which can be referred to.

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

Transactions as approved by the Board of Directors is uploaded on the website of theCompany and the link for the same is


Corporate guarantees were provided to banks / financial institutions / Port authoritiesfor the financial facilities availed by the company's subsidiaries / due performance ofcontracts by the subsidiaries after obtaining due approval from the shareholders throughpostal ballot wherever such transactions are considered to be material related partytransactions. Considering the financial crunch faced by the Company no loans / guaranteeswere given or any investments made to any other companies during the financial year2020-21. The details of the related party transactions that took place during the year2020-21 is furnished as Annexure-1.


The Company has laid down set of standards processes and structure which enables toimplement internal financial control across the organisation and ensure that the same areadequate and operating effectively. The statutory auditors M/s. SRSV& Associates LLPhave provided their report on the internal financial control as part of their auditreport.

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

[a] Statutory Auditor

M/s. SRSV & Associates LLP Chartered Accountants retire at the conclusion of theensuing Annual General Meeting. In this connection the Audit Committee and Board ofDirectors / IRP /RP have recommended for the approval of the shareholders at the ensuingAGM the appointment of SRSV & Associates Chartered Accountants with Firm RegistrationNo.: 0150415 as the Statutory Auditors of the Company for the current financial year2021-22 at the same remuneration as is paid for the previous financial year.

[b] Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 KRA & Associates Chennai wasappointed the Secretarial Auditor for the financial year 2020-21. The report of theSecretarial Auditor for the FY 2020-21 is annexed to this report as Annexure – 2. Asrequired by Regulation 24A of the SEBI [LODR] Regulations 2015 the Secretarial AuditReports of KRA & Associates for the material subsidiaries viz. Sical Infra AssetsLimited Sical Multimodal and Rail Transport Limited and Sical Iron Ore Terminals Limitedare also annexed to Annexure – 2.

Statutory Auditors have expressed qualified opinions. The details of the auditqualification and the response of the Board are furnished below.

S.No. Qualified Opinion Reply
1. Regarding application by an operational creditor initiating the insolvency provisions under the Insolvency and Bankruptcy Code 2016 (‘the Code') and the consequential appointment of the RP under the Code and adequacy of disclosures concerning the Holding Company's ability to meet its financial contractual and statutory obligations including management's technical estimates in regard to realisation of Overdue receivables Loans and Advances including related party and contractual dues investments and Deferred Tax Assets amounting to Rs.475.97 crores. Corporate Insolvency Resolution Process has been initiated by the Honourable National Company Law Tribunal Chennai Bench vide order dated 10th March 2021. Accordingly Interim Resolution Professional was appointed and subsequent to this Resolution Professional was appointed on 02nd June 2021. The RP is in the process of obtaining required Expression of Interest and obtaining Resolution Plans from Resolution Applicants which shall be put up before the Committee of Creditors ["COC"] and the Honourable NCLT for necessary approval.
The possible impact if any arising out of the above matters is presently not quantifiable.
2 Confirmation of balances are not available for majority of the trade receivables loans and advances given trade payables claims received from the employees bank balances and bank loans as at March 31 2021. In accordance with the IBC Code public announcement was made calling upon the financial creditors operational creditors and past and present employees of the Company to submit their claims with the Interim Resolution Professional/Resolution Professional ["IRP/ RP"]. In accordance with the Code the IRP/RP has to receive collate and admit the claims submitted against the Corporate Debtor. Such claims can be submitted to the IRP/RP during CIRP till the approval of a Resolution Plan by the Committee of Creditors ["CoC"].
Pursuant to the CIRP the Holding Company stopped providing interest on bank borrowings from the CIRP initiation date. In the absence of confirmation of balances the possible adjustment if any required in the Statement is presently not determinable. The finance cost appearing in the Statement are recorded based on transactions accounted in the accounting system differences between the liability recorded by the Holding Company and confirmations received by the lenders are not recorded as finance cost or contingent liability
3 The Holding Company's net worth as on the reporting date is negative. The Holding Company has significant accumulated losses as at the date of the Balance Sheet and it continues to incur cash losses. Considering the above and the matters more fully explained in the Material Uncertainties Relating to Going Concern section below we are unable to comment on the appropriateness of preparation of the Statement on a going concern basis. The Resolution Professional is in the process of obtaining the bids from the Resolution Applicants and a Resolution Plan will be submitted to the Committee of Creditors and subsequently filed with NCLT for approval. Such a situation might improve the performance of the company. In view of the above financials have been prepared on a GOING CONCERN basis.
4 WehavebeeninformedbytheRPthatcertaininformation including the minutes of the meetings of the CoC cases filed by the RP against the key management personnel employees suppliers customers and other parties and the outcome of certain specific/ routine procedures carried out as part of the IBC process are confidential in nature and could not be shared with anyone other than the CoC and Hon'ble NCLT. In the opinion of the RP the matter is highly sensitive confidential and may have adverse impact on the resolution process. The Resolution Professional is obliged not to share certain information which are integral part of the CIRP in order to maintain confidentiality of the process and in line with the directions of the Committee of Creditors.
Accordingly we are unable to comment on the possible adjustments required in the carrying amount of assets and liabilities possible presentation and disclosure impacts if any that may arise if we have been provided access to review of those information. As regards the observation of some of the subsidiaries the same will get addressed once a Resolution Plan is achieved by the Corporate Debtor in reviving the Company.
Additionally the auditors of some of the subsidiaries have highlighted key audit matters material uncertainty related to going concern and emphasis of matter paragraphs non receipt of confirmation of balance from debtors and creditors delay / defaults in payment of interest and principal to banks and financial institutions amounting to Rs.33692 lakhs receivables outstanding from Holding Company in the books of subsidiaries in their respective audit reports.


There are no material changes and commitments affecting the financial position of thecompany which has occurred between the end of the financial year of the company i.e. 31stMarch 2021 and the date of the Board's Report i.e. 08th December 2021.


1. The details relating to employees as required under Section 197 of the CompaniesAct 2013 read with Rule 5[2] of the Companies [Appointment and Remuneration of ManagerialPersonnel] Rules 2014 as amended is not applicable since none of the employees are inreceipt of remuneration exceeding Rs.1.02 crores p.a. or Rs.850000 per month during thefinancial year 2020-21

2. The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5[1] of the Companies [Appointment and Remuneration of ManagerialPersonnel] Rules 2014 are forming part of this report as Annexure – 3.


[1] The disclosures to be made under sub-section [3][m] of Section 134 of the CompaniesAct 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 toconservation of energy and technology absorption are not applicable.

Total Foreign Exchange : Earned Rs. Nil
Used Rs.26 lakhs

[2] Significant and Material Orders passed by the Regulators or Courts or Tribunalsimpacting the Going Concern status of the Company.

In view of the pendency of the CIRP and in view of the suspension of the powers ofboard of directors the powers of approval of the standalone and consolidated financialresults vests with the RP. The RP has relied upon the representations clarifications andexplanations provided by the Managing Director Chief Financial Officer and SeniorManagement Personnel of the Company. During CIRP there have been no significant normaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations.

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

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


Pursuant to sub-section 3[a] of Section 134 and sub-section [3] of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies [Management and Administration]Rules 2014 as amended the Annual Return will be posted in the website


Members may kindly note that during the CIRP Process (i.e. after 10th March2021 and continuing till the date of this Report) the RP was entrusted with themanagement of the affairs of the company.

Prior to the Insolvency Resolution commencement date the Board of Directors had theoversight on the management of the affairs of the Company. The RP along with the Directorsis submitting this report. The RP is not to be considered responsible to dischargefiduciary duties with respect to the oversight on financial and operational health of thecompany and performance of the management for the period prior to the commencement ofCIRP.

Accordingly pursuant to the requirement of Section 134[5] of the Companies Act 2013the Board and RP [based on the knowledge / information gained by him about the affairs ofthe Company in a limited period of time and based on understanding of the then existingprocesses and to the best of their/ his knowledge state that:

[a] in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards had been followed along with proper explanationrelating to material departures.

[b] the RP has continued with such accounting policies as were adopted on CIRP datemade judgments and estimates that are reasonable and prudent so as to give a reasonablytrue and fair view of the state of affairs of the company at the end of the financial yearended 31st March 2021 and of the loss of the company for that period.

[c] that the annual accounts for the financial year ended 31st march 2021 have beenprepared on a going concern basis as explained herein above in the preamble. Thedirectors/ RP had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

[d] that proper systems which have been devised to ensure compliance with theprovisions of applicable laws are adequate and operating [e] that internal financialcontrols which were laid down and followed by the company on the date of CIRP along withthe necessary steps and changes in the Management Structure that have been taken toimprove the internal financial controls during CIRP are operating effectively.

[f] that proper and sufficient care has been taken care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.


The Directors / RP wish to thank the Port Authorities Governmental Agencies company'sbankers financial institutions customs authorities foreign collaborators suppliersstatutory regulators investors customers employees and all stakeholders for theirsupport during this period of difficulty.

T. Subramanian S. Rajappan
Director Director
DIN 00584440 DIN 00862481
Sripatham Venkatasubramanian Ramkumar
Resolution Professional for Sical Logistics Ltd.
IP Registration No.:IBBI/IPA-001/IP-
Place : Chennai
Date : 08th December 2021