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Directors Report of Sical Logistics Ltd.

Mar 31, 2016

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

FINANCIAL REVIEW

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

[Rs. In lakhs]

Year ended 31 March 2016 2015

Sales and other income 64520 63954

Profit before interest, depreciation and tax 13214 11248

Interest 7412 6442

Cash profit 5802 4806

Depreciation 2724 2250

Profit before tax 3078 2556

Provision for tax 1230 (163)

Net profit 1848 2719

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

DIVIDEND

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

RESERVES

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

FRESH ISSUE OF SHARES / DEBENTURES

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

FIXED DEPOSITS

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

UNCLAIMED DIVIDENDS

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

PERFORMANCE

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

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

INTEGRATED LOGISTICS

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

SURFACE MINING OF COAL AND OVERBURDEN REMOVAL CONTRACTS

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

PORT HANDLING

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

ROAD LOGISTICS

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

RETAIL SUPPLY CHAIN SOLUTIONS

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

CUSTOMS HOUSE AGENCY, SHIP AGENCY & GOODWILL TRAVELS DIVISION

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

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

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

SUBSIDIARIES AND JOINT VENTURES

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

Subsidiaries

1. Sical Iron Ore Terminals Limited

2. Sical Multimodal and Rail Transport Limited

3. Sical Infra Assets Limited

4. Sical Iron Ore Terminal [Mangalore] Limited

5. Sical Adams Offshore Limited

6. Norsea Offshore India Limited

7. Bergen Offshore Logistics Pte Ltd [Overseas subsidiary]

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

Joint Ventures

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

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

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

PERFORMANCE / DETAILS OF SUBSIDIARIES / JOINT VENTURES

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

1. Sical Iron Ore Terminals Ltd

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

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

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

3. Sical Iron Ore Terminal [Mangalore] Limited

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

4. Sical Adams Offshore Limited

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

5. Norsea Offshore India Limited

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

6. Sical Saumya Mining Limited

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

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

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

8. PSA Sical Terminals Limited

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

SUBSIDIARY COMPANIES FINANCIAL STATEMENTS

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

AWARDS AND ACCOLADES

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

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

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

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

DIRECTORS

The Company has 08 [eight] directors consisting of

04 [four] Independent Directors

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

01 [one] executive director

INDEPENDENT DIRECTORS

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

1. Mr. H.R. Srinivasan

2. Mr. H. Rathnakar Hegde

3. Mr. S. Ravinarayanan

4. Mr. Sudhir V Kamath

WHOLE-TIME DIRECTOR

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

CHAIRMAN OF THE BOARD

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

NON-INDEPENDENT NON-EXECUTIVE DIRECTORS

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

1. Mr. Sunil Deshmukh

2. Ms. Shweta Shetty [Woman Director]

APPOINTMENT / RESIGNATION OF DIRECTORS

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

DIRECTOR RETIRING BY ROTATION

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

NUMBER OF THE MEETINGS OF THE BOARD

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

COMMITTEES OF THE BOARD

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

The Company has the following committees of the Board Audit Committee

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

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

PERFORMANCE EVALUATION OF THE BOARD

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

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

CORPORATE GOVERNANCE

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

VIGIL MECHANISM

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

RISK MANAGEMENT POLICY

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

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

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

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

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

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



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

IFCL Limited 100.00 03.09.2015

Bank of Baroda 147.49 18.11.2015

RBL Bank Limited 40.00 25.01.2016

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

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

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

Sical Iron Ore Terminals Limited 352 Subsidiary

Sical Iron Ore Terminal [Mangalore] Limited 1 Subsidiary

Bergen Offshore Logistics Pte Ltd 137 Overseas subsidiary

Sical Saumya Mining Limited 51 Subsidiary

TOTAL 541

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

[a] Statutory Auditors

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

[b] Secretarial Auditors and Secretarial Audit Report

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

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

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

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

EMPLOYEE REMUNERATION

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

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

Statutory Disclosures

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

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

A. CONSERVATION OF ENERGY : NA

B. TECHNOLOGY ABSORPTION : NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange Earned : Rs.867 lakhs

Used : Rs.1776 lakhs

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

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

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

EXTRACTS OF ANNUAL RETURN

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

ACKNOWLEDGMENT

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

For and on behalf of the Board

R. Ram Mohan

Place: Bengaluru Chairman

Date: 3rd May, 2016 DIN : 02506342


Mar 31, 2015

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

FINANCIAL REVIEW

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

Year ended 31 March 2015 2014

Sales and other income 63954 60174

Profit before interest, depreciation and tax 11248 8527

Interest 6442 5808

Cash profit 4806 2719

Depreciation 2250 1669

Profit before tax 2556 1050

Provision for tax -163 (55)

Exceptional Items - -

Prior period items - (38)

Net profit 2719 1067

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

DIVIDEND

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

RESERVES

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

FRESH ISSUE OF SHARES / DEBENTURES

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

FIXED DEPOSITS

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

UNCLAIMED DIVIDENDS

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

PERFORMANCE

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

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

Port Handling

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

Customs House Agency

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

Ship Agency

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

Road Logistics and Cold Chain

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

Goodwill Travels Division

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

New Initiatives

Surface mining and Overburden Removal contracts

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

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

Project Cargo and Car movement

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

SUBSIDIARIES AND JOINT VENTURES

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

Subsidiaries

1. Sical Infra Assets Limited

2. Sical Multimodal and Rail Transport Limited

3. Sical Iron Ore Terminals Limited

4. Sical Iron Ore Terminal [Mangalore] Limited

5. Sical Adams Offshore Limited

6. Norsea Offshore India Limited

7. Bergen Offshore Logistics Pte Ltd [Overseas subsidiary]

Joint Ventures

1. PSA Sical Terminals Limited

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

PERFORMANCE / DETAILS OF SUBSIDIARIES / JOINT VENTURES

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

1. Sical Infra Assets Limited

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

Sical Multimodal and Rail Transport Limited

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

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

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

2. Sical Iron Ore Terminals Ltd

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

3. Sical Iron Ore Terminal [Mangalore] Limited

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

4. Norsea Offshore India Limited

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

5. Sical Adams Offshore Limited

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

6. PSA Sical Terminals Ltd

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

SUBSIDIARY COMPANIES FINANCIAL STATEMENTS

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

AWARDS AND ACCREDITATIONS

During the year under review,

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

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

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

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

DIRECTORS

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

INDEPENDENT DIRECTOR

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

1. Mr. H.R. Srinivasan

2. Mr. Harady Rathnakar Hegde

3. Mr. S. Ravinarayanan

4. Mr. Sudhir V Kamath

APPOINTMENT OF WOMAN DIRECTOR

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

MANAGING / WHOLE-TIME DIRECTOR

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

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

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

APPOINTMENT / RESIGNATION OF DIRECTORS

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

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

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

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

APPOINTMENT OF CHAIRMAN

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

APPOINTMENT / RESIGNATIONS OF THE KEY MANAGERIAL PERSONNEL

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

DIRECTOR RETIRING BY ROTATION

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

NUMBER OF MEETINGS OF THE BOARD

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

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

Committees of the Board

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

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

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

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

Corporate Social Responsibility Committee

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

Performance Evaluation of the Board

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

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

CORPORATE GOVERNANCE

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

VIGIL MECHANISM

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

RISK MANAGEMENT POLICY

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

No new guarantees were provided during the year under review.

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

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

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

Sical Multimodal and Rail Transport Limited 2535 Subsidiary

Sical Iron Ore Terminals Limited 4886 Subsidiary

Norsea Offshore India Limited 2817 Subsidiary

Sical Iron Ore Terminal [Mangalore] Limited 349 Subsidiary

Bergen Offshore Logistics Pte Ltd 263 Overseas subsidiary

Norsea Global Offshore Pte Ltd 266 Overseas subsidiary

TOTAL 11,117

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

[a] Statutory Auditors

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

[b] Secretarial Auditors and Secretarial Audit Report

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

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

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

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

EMPLOYEE REMUNERATON

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

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

Statutory Disclosures

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

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

A. CONSERVATION OF ENERGY : NA

B. TECHNOLOGY ABSORPTION : NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange Earned : Rs.892 lacs

Used : Rs.1069 lacs

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

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

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

Extracts of Annual Return

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

Directors Responsibility Statement

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Place Bengaluru

R. Ram Mohan Kush S Desai

Date 10 August 2015 Chairman Joint Managing Director

[DIN 02506342] [DIN : 00693663]


Mar 31, 2014

Dear Members,

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

FINANCIAL REVIEW

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

Year ended 31 March 2014 2013

Sales and other income 60094 51321

Profit before interest, depreciation and tax 8447 6800

Interest 5808 4705

Cash profit 2638 2095

Depreciation 1668 1454

Profit before tax 970 641

Provision for tax (55) (754)

Exceptional Items 80 132

Prior period items (38) (355)

Net profit 1067 1178

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

DIVIDEND

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

DEBENTURES

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

PERFORMANCE

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

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

Port Handling

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

Customs House Agency

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

Ship Agency

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

Road Logistics

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

Goodwill Travels Division

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

New Initiatives

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

Integrated coal logistics

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

Port handling

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

SUBSIDIARIES AND JOINT VENTURES

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

1. Sical Infra Assets Limited

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

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

Sical Multimodal and Rail Transport Limited

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

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

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

2. Sical Iron Ore Terminals Ltd

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

3. Sical Iron Ore Terminal [Mangalore] Limited

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

4. Norsea Offshore India Limited

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

5. Sical Adams Offshore Limited

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

6. PSA Sical Terminals Ltd

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

7. Ennore Automotive Logistics Limited

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

SUBSIDIARY COMPANIES ACCOUNTS

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

AWARDS AND ACCREDITATIONS THE COMPANY RECEIVED

During the year under review the company received

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

DIRECTORS

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

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

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

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

AUDITORS

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

FIXED DEPOSITS

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

DEMATERIALISATION OF EQUITY SHARES

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

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

CORPORATE GOVERNANCE

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

STATUTORY INFORMATION

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

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

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

RELATIONSHIP WITH EMPLOYEES

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

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


Mar 31, 2013

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

FINANCIAL REVIEW

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

(Rs In lakhs)

Year ended 31 March 2013 2012

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

Interest 4704.85 3148.07

Cash profit 2095.37 2232.00

Depreciation 1454.33 1336.51

Profit before tax 641.04 895.49

Provision for tax (753.75) (296.09)

Exceptional Items 132.46 137.17

Prior period items (355.43)

Net profit 1171.82 1328.75

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

DIVIDEND

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

PERFORMANCE

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

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

Port Handling

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

Customs House Agency

This division acts as an agency for clearing and forwarding goods through customs for imports and exports. This division handled 12.57 million MTs (12.83 million MTs in the previous year) of bulk cargo and 4240 TEUs (4820 TEUs in the previous year) of containerized cargo during the year under review. The cargoes handled vary from Coal, Iron Ore, Project Cargo, Capital Goods. Cement, Pulses, Non Ferrous Alloys and Steel in various forms.

Ship Agency

This division facilitates and ensures quick turnaround of the ships at berth at all major ports. During the year under review, the division handled 143 vessels (163 vessels in the previous year) at various ports in the country handling both dry and liquid bulk.

Road Logistics

This division is engaged in transporting cargoes such as dry bulk, liquid bulk, ODC and project equipments through trucks by road. The company currently owns 249 trucks and hires additional trucks based on consignments on a daily basis. The volume of cargo handled during the current fiscal year is 14.10 lakhMT(13.14 lakh MTs in the previous year). The goods handled ranges from project cargoes, steel tubes, plates and petroleum products. The Company has started its cold chain operations in Bengaluru, Chennai and Hyderabad duringthe year under review.

Goodwill Travels Division

This division carries out rail and airline ticketing for domestic as well as international and booking of worldwide hotels and tour packages, car rentals, online visas, and travel insurances apart from operating as an authorized dealer for full fledged money changing business.

SUBSIDIARIES AND JOINT VENTURES

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

1. Sical Infra Assets Limited

Sical Infra Assets Limited is the infrastructure holding company currently having Sical Multimodal and Rail Transport Limited, Nagpur Sical Gupta Road Terminal Limited and Nagpur Sical Gupta Logistics Limited as its subsidiaries.

In order to integrate the container business under one fold, Sical Distriparks Limited and Sical Hambuja Logistics Private Limited were merged with Sical Multimodal and Rail Transport Limited.

- Sical Multimodal and Rail Transport Limited

Consequent to the merger, now this Company operates under two divisions viz. Rail Division and CFS Division. CFS Division is continuing its operations at Chennai. Tuticorin and Vizag with own CFS facilities at Chennai and Tuticorin apart from the CWC facility at Vizag and Tuticorin. The total volume handled during 2012-13 was 135879 TEUs as against 128287 TEUs in the previous year. Rail Division operates own rakes which are run between various sectors in India on a pan-India basis based on the licence provided by the Indian Railways for operating container trains by private operators. The Company ran 339 trains during the year on multiple sectors. The project activities relating to development of its own rail terminals ICD/CFS at Chennai and Bangalore are in progress. The revenue forthe company duringthe financial year was Rs.21050.76 lakhs and Profit was at Rs.1020.44 lakhs

- Nagpur Sical Gupta Logistics Ltd & Nagpur Sical Gupta Road Terminal Ltd

Nagpur Sical Gupta Logistics Limited was issued a Letter of Authority for developing a rail terminal in MIHAN, Nagpur whereas Nagpur Sical Gupta Road Terminal Limited has signed a concession agreement with Maharashtra Airport Development Company Limited for developing a road terminal at MIHAN, Nagpur. The company carried out project activities but the activities were affected due to the global economic downturn and its feasibility in the previous years. Considering the non-viability of the project and as no further progress has happened around the MIHAN area that would fetch prospective business for the projects, the company decided to withdraw itself from the project. The companies are looking for other opportunities in the area of Rail and Road terminals.

2. Sical Iron Ore Terminals Ltd

Sical Iron Ore Terminals Limited has developed a 6 million ton Iron ore terminal at Ennore Port on BOT basis. The project was completed and is ready for commercial operation. Though there has been relaxation for mining and transporting of iron ore for domestic purposes, continuing ban on export of iron ore from Karnataka Region, the company could not commence its commercial operations. The Company is continuing its efforts in getting necessary nod from the Government for handling alternate cargoes.

3. Sical Iron Ore Terminal [Mangalore] Limited

Sical Logistics Limited has entered into a Concession Agreement with the New Mangalore Port Trust for the setting up of mechanized Iron Ore handling facilities at the deep draft multipurpose berth of New Mangalore Port on BOT basis. The company could not progress much on the project activities due to the continuing ban on export of iron ore from the Karnataka region.

4. Norsea Offshore India Limited

Norsea Offshore India Limited, a wholly owned subsidiary of the Company now owns and operates a Cutter Suction Dredger "SICAL Portofino". The dredger performed on a contract at Karaikal port duringthe year.

5. Sical Adams Offshore Limited

This company was incorporated on 20* September, 2012 for venturing into the offshore logistics business.

6. PSA Sical Terminals Ltd

PSA SICAL Terminals Limited, a joint venture with Port of Singapore Authority operates a container terminal at Tuticorin. In 2012-13, the company handled container volumes of 461011 TEUs as against 438538 TEUs in the previous year. The operation of this joint venture company was affected on account of the mismatch in the royalty being paid to the Port authorities and the tariff charged to customers as per the rules of Tariff Authority of Major Ports.

7. Ennore Automotive Logistics Limited

Ennore Automotive Logistics Limited is a Joint Venture with Mitsui OSK Lines Limited, Japan and Toyofuji Shipping Company Limited, Japan for the operation and maintenance of car yard at Ennore Port for handling the export cars. This company handled cars for Nissan, Honda & Toyota during the year. The company has handled 1,34,860 cars during the year under review.

SUBSIDIARY COMPANIES ACCOUNTS

As per Section 212 of the Companies Act, 1956, we are required to attach Director''s report. Balance sheet. Profit and loss account of subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8 February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report for 2012-13 does not contain the financial statements of the subsidiaries. The audited annual accounts and related information of subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at the registered office at Chennai, India.

AWARDS AND ACCOLADES

During the year under review,

- Certificate of Excellence was awarded at the Mahindra Transport Excellence Award 2012 under the Fleet Owner category from Southern Zone.

- Award from Tamil Chamber of Commerce for achieving No.1 place in Stevedoring.

- South East Conclave award for "Best CFS of the year" 2012

- Certificate of appreciation along with cash award from Shell India Markets Private Limited for outstanding performance and lasting contribution during the year 2012.

DIRECTORS

Shri A.S. Sundareshaand Shri H.R. Srinivasan, Directors retire by rotation at this annual general meeting and beingeligible, offerthemselves for re-election.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, retire at the conclusion of this annual general meeting and beingeligible offerthemselves for re-appointment.

FIXED DEPOSITS

The provisions of Section 58-A of the Companies Act, 1956, relating to the acceptance/renewal of fixed deposits, have been complied with. The Board of Directors at the meeting held on 27th May, 2010 decided not to invite deposits from the public from the year 2010 onwards. Accordingly no fresh deposits were accepted/ renewed by the Company. The value of matured and unclaimed deposits as on 31 March 2013 amounted to Rs 1.42 lakh.

DEMATERIALISATION OF EQUITY SHARES

5,40,85,835 equity shares representing 97.27% of the paid-up share capital, have been dematerialized upto 31.03.2013. Shareholders who continue to hold shares in physical form are advised to dematerialize their shares. The Company is also in the process of sending final reminder to the shareholders to whom new share certificates were sent during the year 1999 arising on account of mergers and the same being returned undelivered.

CORPORATE GOVERNANCE

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

STATUTORY INFORMATION

1. Under Section 217 [2AA] of the Companies Act, 1956, the board of directors report that:

- In the preparation of annual accounts, the applicable accounting standards have been followed with no material departures:

- They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

- They have prepared the annual accounts on a going concern basis.

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

3. The particulars required under Section 217[2A] of the Companies Act, 1956 and the Companies [Particulars of Employees] Rules, 1975 as amended, are not applicable since none of the employees are in receipt of remuneration in excess of the limits as prescribed in the said Rules.

RELATIONSHIP WITH EMPLOYEES

The directors wish to place on record their appreciation to all the employees for their unstinted and dedicated efforts in leading the Company to greater heights.

ACKNOWLEDGEMENT

The directors wish to thank the company''s bankers, financial institutions, port and customs authorities, foreign collaborators, suppliers, statutory regulators, governmental agencies, investors and customers for their continued support at all times.

For and on behalf of the Board

Place Bengaluru R. Ram Mohan Kush S Desai

Date 09 August 2013 Managing Director Director


Mar 31, 2012

The directors are pleased to present this fifty seventh annual report of your company and the audited accounts for the year ended 31 March 2012.

FINANCIAL REVIEW

The financial results for the year ended 31 March 2012 are summarized below:

(Rs In lakhs)

Year ended 31 March 2012 2011

Sales and other income 50204.38 57045.19

Profit before interest, depreciation and tax 4797.33 2754.16

Interest 2565.33 1144.23

Cash profit 2232.00 1609.93

Depreciation 1336.51 1133.34

Profit before tax 895.49 476.59

Provision for tax (296.09) (821.89)

Exceptional Items 137.17 (225.10)

Net profit 1328.75 1073.37

Earnings per share (EPS) in Rs (after exceptional items) 2.39 2.27

DIVIDEND

As funds would be required for the expanded business activities as well for capital expenditure for the Company during the current financial year, the Directors are not recommending any dividend for the FY 2011-12.

PERFORMANCE

The company's revenues for 2011-12 were Rs 50204.38 lakhs as against Rs 57045.19 lakhs in the previous year while Profit after tax was Rs 1328.75 lakhs as against Rs 1073.37 lakhs in the previous fiscal. Profit before interest, depreciation and tax for 2011-12 was Rs. 4797.33 lakhs as against Rs 2754.16 lakhs a year ago.

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

Port Handling

This division operates in ports like Chennai, Ennore, Tuticorin, Visakhapatnam and Mangalore. The major activities of this division are Stevedoring, Terminal operations and JD V which is an exclusive berth available for the Company at the Chennai Port. Cargoes handled at the various ports vary from Coal, Dolomite, Iron Ore, Steel products and fertilizers. The performance of the division at Chennai port was affected due to the order of Honourable High Court of Chennai prohibiting handling of coal and iron ore at Chennai Port effective 01 Oct 2011.

The total volume handled by Sical at the various ports during FY 2011-12 was 28.80 million MT as against 27.257 million MT in FY 2010-11.

Customs House Agency

This division acts as an agency for clearing and forwarding goods through customs for imports and exports. This division handled 12.83 million MTs (11.19 million MTs in the previous year) of bulk cargo and 4820 TEUs (5850 TEUs in the previous year) of containerized cargo during the year under review. The cargoes handled vary from Coal, Iron Ore, Project Cargo, Capital Goods, Cement, Pulses, Non Ferrous Alloys and Steel in various forms.

Ship Agency

This division facilitates and ensures quick turnaround of the ships at berth at all major ports. During the year under review, the division handled 163 vessels (245 vessels in the previous year) at various ports in the country handling both dry and liquid bulk.

Road Logistics

This division is engaged in transporting cargoes such as dry bulk, liquid bulk, ODC and project equipments through trucks by road. The company currently owns 248 trucks and hires additional trucks based on consignments on a daily basis. The volume of cargo handled during the previous fiscal year was 13.14 lakh MT (11.60 lakh MTs in the previous year).

Goodwill Travels Division

This division carries out rail and airline ticketing for domestic as well as international and booking of worldwide hotels and tour packages, car rentals, online visas, and travel insurances.

SUBSIDIARIES AND JOINT VENTURES

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

1 Sical Infra Assets Limited

Sical Infra Assets Limited is the infrastructure holding company currently having Sical Distriparks Limited,Sical Multimodal and Rail Transport Limited, Nagpur Sical Gupta Road Terminal Limited and Nagpur Sical Gupta Logistics Limited in its fold.

- Sical Distriparks Limited

Sical Distriparks Limited, a subsidiary of the Company, offers container logistics solutions with container yards, bonded and general warehousing, reefer storage and third party logistics for both import and export containers at container freight stations at Chennai, Vizag and Tuticorin. The Company's own CFS at Tuticorin started operating during the previous fiscal. The total volume handled during 2011-12 was 128287 TEUs as against 122870 TEUs in the previous year.

- Sical Multimodal and Rail Transport Limited

Sical Multimodal and Rail Transport Ltd, a subsidiary of the Company is engaged in rail operations and operates own rakes which are run between various sectors in India. The project activities relating to development of its own rail terminals at Chennai and Bangalore are in progress. The company expects to commence its operations in the EXIM sector during the current financial year.

In order to integrate the container business under one fold, Company Petitions have been filed for the merger of Sical Distriparks Limited and Sical Hambuja Logistics Private Limited with Sical Multimodal and Rail Transport Limited before the Hon'ble High Court of Madras and the orders are awaited.

- Nagpur Sical Gupta Logistics Ltd

The Company was issued a Letter of Authority for developing a rail terminal in MIHAN, Nagpur. Project is in initial stages of implementation.

- Nagpur Sical Gupta Road Terminal Ltd

The Company has signed a concession agreement with Maharashtra Airport Development Company Limited for developing a road terminal at MIHAN, Nagpur. The company carried out project activities but the activities were affected due to the global economic downturn and its feasibility. Project is in initial stages of implementation.

2 Sical Iron Ore Terminals Ltd

Sical Iron Ore Terminals Limited has developed a 6 million ton Iron ore terminal at Ennore Port on BOT basis. The project was completed and is ready for commercial operation. The terminal could not commence its commercial operation on account of non availability of cargo due to the prevailing ban on export of Iron Ore from out of Karnataka region. The Company is in the process of obtaining the permission to convert the terminal for alternate cargoes.

3 Sical Iron Ore Terminal [Mangalore] Limited

Sical Iron Ore Terminal (Mangalore) Limited has entered into a Concession Agreement with the New Mangalore Port Trust for the setting up of mechanized Iron Ore handling facilities at the deep draft multipurpose berth of New Mangalore Port on BOT basis. The company could not progress much on the project activities due to the prevailing ban on export of iron ore from out of the Karnataka region.

4 Norsea Offshore India Limited

Norsea Offshore India Limited, a wholly owned subsidiary of the Company now owns and operates a Cutter Suction Dredger "SICAL Portofi no". The dredger performed its operations at Karaikal Port, Mangalore and Paradip during last year and presently at Gangavaram Port engaged in dredging activities.

5 PSA Sical Terminals Ltd

PSA Sical Terminals Limited, a joint venture with Port of Singapore Authority operates a container terminal at Tuticorin. In 2011-12, the company handled container volumes of 438538 TEUs as against 445,449 TEUs in the previous year.

6 Ennore Automotive Logistics Limited

Ennore Automotive Logistics Limited is a Joint Venture with Mitsui OSK Lines Limited, Japan and Toyofuji Shipping Company Limited, Japan for the operation and maintenance of car yard at Ennore Port for handling the export cars.

SUBSIDIARY COMPANIES ACCOUNTS

As per Section 212 of the Companies Act, 1956, we are required to attach Director's report, Balance sheet, Profit and loss account of subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8 February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report for 2011-12 does not contain the financial statements of the subsidiaries. The audited annual accounts and related information of subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at the registered office at Chennai, India.

AWARDS AND ACCOLADES

During the year under review,

- The Company was awarded the Best CHA by the Chennai Port Trust for having handled the highest volume of dry bulk during the year 2011-12 besides the best CHA for handling highest volume in each quarter of 2011-12.

- Best CHA for handling Bulk cargo during the year 2010-11 by the Tuticorin Port Trust.

- Award from Tamil Chamber of Commerce for achieving No.1 place in Stevedoring.

- Stevedorer of the Year 2011-12 by Ennore Port Limited.

DIRECTORS

Shri Kush S Desai and Shri S R Ramakrishnan, Directors retire by rotation at this annual general meeting and being eligible, offer themselves for re-election.

Shri H Rathnakar Hegde was co-opted as an additional director on 19 Dec 11 and shall hold office until the ensuing AGM of the Company. Being eligible, he seeks appointment as Director of the Company at the ensuing Annual General Meeting of the Company.

AUDITORS

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

FIXED DEPOSITS

The provisions of Section 58-A of the Companies Act, 1956, relating to the acceptance/renewal of fixed deposits, have been complied with. The Board of Directors at the meeting held on 27th May, 2010 decided not to invite deposits from the public from the year 2010 onwards. Accordingly no fresh deposits were accepted / renewed by the Company. The value of matured and unclaimed deposits as on 31 March 2012 amounted to Rs 81.46 lakh, out of which Rs 73.79 lakh have since been refunded during the current financial year 2012-13.

DEMATERIALISATION OF EQUITY SHARES

5,40,76,154 equity shares representing 97.26% of the paid-up share capital, have been dematerialized upto 31.03.2012. Shareholders who continue to hold shares in physical form are advised to dematerialize their shares. The Company is also in the process of sending reminders to the shareholders to whom new share certificates were sent during the year 1999 arising on account of mergers and the same being returned undelivered.

CORPORATE GOVERNANCE

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

STATUTORY INFORMATION

1 Under Section 217 [2AA] of the Companies Act, 1956, the board of directors report that:

- In the preparation of annual accounts, the applicable accounting standards have been followed with no material departures;

- They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or loss of the company for that period;

- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- They have prepared the annual accounts on a going concern basis.

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

3 The information required under Section 217(2A) of the Companies Act, 1956 and the rules made there under, in respect of the employees of the company, is provided in the Annexure forming part of this report. In terms of Section 219(1)(b) (iv) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The Annexure is available for inspection by Members at the registered offi ce of the company during business hours on working days upto the date of the ensuing AGM, and if any Member is interested in obtaining a copy thereof such Member may write to the Company Secretary whereupon a copy would be sent.

RELATIONSHIP WITH EMPLOYEES

The directors wish to place on record their sincere appreciation to all the employees for their sincere and dedicated contribution for the progress of the Company.

ACKNOWLEDGEMENT

The directors wish to thank the company's bankers, financial institutions, port and customs authorities, foreign collaborators, suppliers, statutory regulators, governmental agencies, investors and customers for their continued support at all times.

For and on behalf of the Board

Place Bengaluru R RAM MOHAN

Date 10 August 2012 Managing Director

 
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