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Sical Logistics Ltd.

BSE: 520086 Sector: Others
NSE: SICAL ISIN Code: INE075B01012
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VOLUME 21877
52-Week high 145.70
52-Week low 4.95
P/E
Mkt Cap.(Rs cr) 47
Buy Price 8.03
Buy Qty 4700.00
Sell Price 5.45
Sell Qty 500.00
OPEN 8.03
CLOSE 7.65
VOLUME 21877
52-Week high 145.70
52-Week low 4.95
P/E
Mkt Cap.(Rs cr) 47
Buy Price 8.03
Buy Qty 4700.00
Sell Price 5.45
Sell Qty 500.00

Sical Logistics Ltd. (SICAL) - Director Report

Company director report

Your Directors are pleased to present this Sixty Fourth Annual Report of your companyand 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 summarisedbelow.

[र In lakhs]

Year ended 31 March 2019 2018
Sales and other income 131063 97462
Profit before interest depreciation and tax 14862 12831
Interest 3577 3316
Cash Profit 11285 9515
Depreciation 6112 4395
Profit before tax 5173 5120
Provision for tax 2120 2254
Net profit 3053 2866
Earnings per share [EPS] in र[after exceptional items] 5.39 5.15

DIVIDEND

With a view to conserve the available resources that are required for implementing thelong term Mine Developer and Operator contracts bagged by the Company and for the otherprojects that are envisaged during the years to come it has been proposed by the Board ofDirectors to defer the declaration of dividends for the financial year 2018-19.

RESERVES

Debenture redemption reserve of र25 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 2018-19.

INCREASE IN AUTHORISED SHARE CAPITAL

The Company had increased its authorised equity share capital from र60 crores toर70 crores and the current authorised share capital of the company stands at र220crores.

FRESH ISSUE OF SHARES/DEBENTURES

The Company has issued 2918570 equity shares of र10 each at a premium of र185 toGiri Vidhyuth [India] Limited on 17th November 2018 after due approvals from theshareholders and stock exchanges. The Company has not issued any shares/securities whichare convertible into equity shares or Non-convertible debentures during the financial year2018-19. The fund raised through preferential allotment was fully utilised for the purposefor which it was issued.

FIXED DEPOSITS

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

UNCLAIMED DIVIDENDS

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 2019 and hence the said provisionsare 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.

PERFORMANCE

The company's revenues for financial year 2018-19 was र131063 lakhs as againstर97462 lakhs in the previous year which is higher by 34.48%. Profit After Tax wasर3053 lakhs as against र2866 lakhs in the previous year registering a marginal growthof 6.52%. The overburden removal contracts in the mining areas and the integratedlogistics contract continued to be the major contributor for the growth of the companyduring the year under review.

The highlights on the performance of various divisions of the company during thefinancial 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 forthe second term and the continued operations at Lajkura mines in Odisha and Jhingurda mineat Madhya Pradesh continued its improved performance strengthening the Company's positionin the mining activities. The Company bagged the contract from Northern Coalfields limitedfor Evacuation of Overburden Removal at Amlohri OCP for 145 Million CuM over a period of51 months. The Company also received a contract from Mahanadi Coalfields Limited forextraction of coal at Hingula OCP for 26.72 Million tons for a period of 36 months. Thecompany has handled 7 Million tons of coal and 45 Million CuM of Overburden during theyear under review.

INTEGRATED LOGISTICS

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

MINE DEVELOPER AND OPERATOR CONRACTS [MDO]

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

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

PORT HANDLING

During the year under review this division performed stevedoring activities at thePorts of Chennai Tuticorin Mangalore Vizag and Ennore. The Company handled coal at theports apart from handling iron ore in Vizag. Volume handled during the year under reviewwas 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 aclientele operating in petroleum construction steel fertiliser and chemical and powersectors. This division also provides services for the performance of company's integratedlogistics and overburden removal sectors for removal and movement of coal from the coalfields. The Company has been focussing in obtaining contracts which would increaserevenues and contribute to the profitability.

SUPPLY CHAIN SOLUTIONS

The Supply Chain Solutions division comprises of various services offering to consumergoods industry cold chain warehousing and industry distribution logistics. The coldchain segment consists of Reefer Transportation & cold stores full truck loaddistribution part-truck load/express logistics and 3 PL/Contract Logistics. The divisionhas a fleet of 414 vehicles and a warehouse space of 1.2 million square feet. Thecompany's subsidiaries PNX Logistics Private Limited and Patchems Private Limited alsocontributes to this segment.

SUBSIDIARIES AND JOINT VENTURES

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

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

Joint Venture Companies

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

PERFORMANCE/DETAILS OF SUBSIDIARIES/JOINT VENTURES

1. Sical Iron Ore Terminals Limited

The SPV had completed all its construction activities for the iron ore terminal in theyear 2010 at Kamarajar Port but however could not commence its commercial operations dueto the ban imposed on the export of iron ore out of the Karnataka Region. In order toutilize the idle terminal the company made constant requests to the Kamarajar Port andMinistry of Shipping to allow handling of alternate cargoes in the terminal. AccordinglyKamarajar Port invited bids for modifying the existing iron ore terminal also to handlecoal and Sical Iron Ore Terminals Limited emerged as the successful bidder and a freshlicence agreement was signed on 11th July 2016. The Project is in advanced stage ofcompletion and is expected to commence its trial operation during the third quarter of thefinancial 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'ssubsidiary Sical Multimodal and Rail Transport Limited has two divisions viz. Containerrail and Container Freight Stations. The company moves containers through rail on PanIndia basis with the Licence from Indian Railways. The project activities relating todevelopment 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 whichoperates the Melpakkam terminal. The performance of the rail division is under stress dueto the increased haulage charges payable to Railways stiff competition from otherContainer Train Operators and overcoming the cost advantages over the movement of cargo byroad.

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

To achieve effective performance of the rail terminals a subsidiary company wasincorporated in May 2016 under the name and style of Sical Bangalore Logistics ParkLimited 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 Multimodaland Rail Transport Limited and Sical Bangalore Logistics Park Limited proposed a Scheme ofArrangement [Demerger] for hiving off the

Bangalore ICD to the newly incorporated company and filed an application before theNational Company Law Tribunal Southern Region Chennai for the approval of the Scheme ofArrangement [Demerger]. The same was approved by the NCLT Vide its order passed in themonth December 2017. Accordingly the process of the Scheme of Arrangement [Demerger] werecompleted 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 ofmechanised iron ore terminal and operation and maintenance at the Mangalore Port. Sincethere remains a ban on the movement and export of iron ore from out of Karnataka regionrequired cargo cannot be generated and hence approached the Port authorities for allowingto handle multi purpose cargoes in the berth. Since this was not agreed to the Companywas left with no choice but to issue a termination notice on force majeure condition andthe New Mangalore Port authorities had referred the matter to arbitration. The arbitraltribunal 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 amicablesettlement.

4. Sical Adams Offshore Limited

This company was formed with intent to venture into offshore segment. The Company islooking 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 carryingdredging activities for various ports as and when dredging contracts are received. Thecompany has hived-off its dredging business to the parent company Sical Logistics Limitedthrough a scheme of arrangement [demerger] pursuant to the approval of the HonourableNational Company Law Tribunal Chennai Bench on 22nd April 2019. Now the Company will befocusing on providing other logistics services.

6. Sical Saumya Mining Limited

This subsidiary was formed in association with Saumya Mining Limited for the purpose ofexecuting the overburden removal contract awarded by the Mahanadhi Coal Fields Odisha forthe operations at coal mines located at Lajkura to handle 53 million CBM in 5 years. Theactivities 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 theMining Development and Operation contract of West Bengal Power Development CorporationLimited for the Tara mines in West Bengal. The company is in the process of completing theproject activities and expect to commence operations during the third quarter of thefinancial 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 whollyowned subsidiary of Bergen viz. Norsea Global Offshore Pte Ltd have their offices inSingapore. Norsea Global Offshore Pte Limtied the wholly owned subsidiary of BergenOffshore Logistics Pte Ltd was amalgamated with the holding company as per the laws ofSingapore effective 10th January 2019. Currently Bergen Offshore Logistics Pte Ltd isnot having any operations.

9. PSA Sical Terminals Limited

This is a joint venture company with Ports of Singapore Authority in which Sical has ashareholding of 37.5%. This company operates a container terminal at Tuticorin Port andhas handled 352010 TEUs during the year under review. The challenge faced by this Companyhas been the royalty payable being higher than the tariff allowed to be charged which wasdisputed and the Company has received a favourable arbitral award where royalty modelwould change into revenue share model which is in accordance with 2013 guidelines ofMinistry of Shipping. The said Arbitral Award was challenged before the District Court byTuticorin Port and the District Court has upheld the Arbitral Award in favour of theCompany. The said District Court Order was challenged by Tuticorin Port before the HighCourt of Madras at Madurai Bench and the order was in their favour. Now the company haspreferred an appeal before the Honourable Supreme Court of India against the Order ofMadurai Bench of the Hon'ble High Court of Madras. This JV is facing competition leadingto reduction in volumes and revenues

10. Develecto Mining Limited

The company was incorporated during the year under review for executing the project ofMine 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 AmbeyMining Private Limited and Godavari Commodities Limited. This is a long term contractwhich would spread over a 20 years plus period and would earn a revenue of र10000 croresover the stipulated period. After obtaining all required clearances the project isexpected 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 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.

AWARDS AND ACCOLADES

During the year under review the following awards and accolades were received:

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

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

S Operational Excellence in Cold Chain - Pharma awarded to Patchems at the 4th ColdChain 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 Regulation17 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations 2015 andSection 149[6] of the Companies Act 2013 and based on the confirmation/disclosuresreceived from the Directors the following Non-Executive Directors are IndependentDirectors 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. SunilDeshmukh 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 inthe office shall retire at the ensuing AGM and being eligible to be re-appointed offershimself for re-appointment.

NUMBER OF THE MEETINGS OF THE BOARD

The Board met 15 times during the financial year 2018-19. Detailed information on themeetings of the Board are included in the report on Corporate Governance which forms partof the Directors Report.

Additionally several committee meetings were held including Audit Committee which met07 [seven] times during the year.

COMMITTEES OF THE BOARD

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

The Company has the following committees of the Board

S Audit Committee S Stakeholders Relationship Committee S Corporate SocialResponsibility Committee

S Nomination and Remuneration Committee

S Risk Mitigation Committee S Management Committee

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.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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 and statutory disclosures with respect to the CSR Committeeand 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 RemunerationPolicy. Further to this the manner in which formal annual evaluation of the directors isto 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 levelcommittee and the Board as a whole were carried out at the meeting of the availableindependent 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 andstrives to comply with the requirements as set by the Regulators/applicable laws.

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.

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 anAnnexure to this report.

VIGIL MECHANISM

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. The detailsof Vigil Mechanism/Whistle Blower Policy are available on the website of the Companywww.sical.in .

RISK MANAGEMENT POLICY

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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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 transactionsin Form AOC-2 is furnished as Annexure-2 to this Report.

Considering the nature of the industry in which the Company operates related partytransactions are in the ordinary course of business on an arm's length basis. All suchrelated party transactions are placed before the Audit Committee for approval whereverapplicable. Prior omnibus approval for normal transactions is also obtained from the AuditCommittee for the related party transactions which are of repetitive in nature as well forthe normal transactions which can not be foreseen and accordingly the required disclosuresare 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 RelatedParty Transactions as approved by the Board of Directors is uploaded on the website of theCompany and the link for the same is http://www.sical.in/policy.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Corporate guarantees were provided to banks/financial institutions/Port authorities forthe 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. The Company has not provided any fresh Corporate Guarantees on behalf ofother entities during the financial year 2018-19.

The following are the closing balances to the amounts extended as loans/advances tosubsidiaries as per Section 186 of the Companies Act 2013 as at 31st March 2019.

Name of the Body Corporate Amount in रLakhs Nature of the Body Corporate
Sical Infra Assets Limited 4 Subsidiary
Sical Iron Ore Terminals Limited 72637 Subsidiary
Norsea Offshore India Limited 784 Subsidiary
Sical Iron Ore Terminals [Mangalore] Limited 91 Subsidiary
Sical Bangalore Logistics Park Limited 108 Step-down subsidiary
PNX Logistics Private Limited 1701 Subsidiary
Name of the Body Corporate Amount in रLakhs Nature of the Body Corporate
Develecto Mining Limited 122 Subsidiary
Sical Mining Limited 2 Subsidiary

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 have recommended for the approval of the shareholders at the ensuing AGM theappointment of SRSV & Associates Chartered Accountants with Firm Registration No.:015041S as the Statutory Auditors of the Company for the current financial year 2019-20 ona 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 CompanySecretary 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 asAnnexure - 3. As required by Regulation 24A of the SEBI [LODR] Regulation 2015 theSecretarial Audit Reports of Mr. R. Kannan Practicing Company Secretary Chennai for thematerial subsidiaries viz. Sical Infra Assets Limited Sical Multimodal and Rail TransportLimited and Sical Iron Ore Terminals Limited are also annexed to Annexure - 3.

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

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

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 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 ofremuneration drawn as required under Sec 197[2][i] of the Companies Act 2013 is includedin Annexure - 4 to this report and the details relating to employees as required underSection 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 notapplicable since none of the employees are in receipt of remuneration exceeding र1.02crores p.a. or र850000 per month during the financial year 2018-19.

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 - 4.

STATUTORY DISCLOSURES

[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.

A. CONSERVATION OF ENERGY : NA
B. TECHNOLOGY ABSORPTION : NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange : Earned : र1166 lakhs
: Used : र6508 lakhs

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

[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.

EXTRACTS OF ANNUAL RETURN

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 the extracts of the Annual Return as at March 31 2019 forms part of thisreport 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 herebyconfirmed that:

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

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

[c] the directors 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] 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

ACKNOWLEDGEMENT

The Directors 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 theircontinued support and patronage.

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