Equity Analysis

Directors Report

    Sical Logistics Ltd
    Industry :  Miscellaneous
    BSE Code
    ISIN Demat
    Book Value()
    520086
    INE075B01020
    7.0344409
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    SICALLOG
    0
    872.38
    EPS(TTM)
    Face Value()
    Div & Yield %:
    0
    10
    0
     

Dear Members,

The board of directors ("Board") of Sical Logistics Limited ("Company") hereby present the 69th annual report of the Company together with the audited financial statements for the financial year ended on March 31, 2024.

1) Financial highlights:

The highlights of the standalone and consolidated financial results for the financial year ended March 31, 2024 are given below:

(Amt. in Lakhs)

Particulars Standalone Consolidated
Year ended March 31, 2024 Year ended March 31, 2023 Year ended March 31, 2024 Year ended March 31, 2023
Income
Revenue from operations 6,617 26,612 22,109 39,211
Other income 1,305 451 1,751 2,625
Total income 7,922 27,063 23,860 41,836
Profit/ (loss) before exceptional item (6,030) (4,552) (5,339) (2,171)
Exceptional item 1,438 (74,403) 3,806 (79,952)
Profit/ (loss) after exceptional item from continuing operations (4,592) (78,955) (1,533) (79,123)
Tax expense:
Current tax - - 161 49
Deferred tax - - 402 326
Minimum Alternate Tax - - - 263
Minimum Alternate Tax credit entitlement - - (110) -
Total tax expense - - 453 638
Profit/ (loss) after tax from continuing operations (4,592) (78,955) (1,986) (79,761)
Profit/ (loss) on discontinued operations - - (844) (3,631)
Share of (loss)/profit from joint venture - - 1 (2)
Total other comprehensive income/(loss) 5 46 (17) 58
Total comprehensive income/ (loss) for the year (4,587) (78,909) (2,846) (83,336)

The financial statement for the financial year ended March 31, 2024, are prepared in accordance with the Companies Act, 2013 ("Act") and Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

2) Transfer to reserves:

No amount has been transferred to reserves for the financial year under review.

3) Dividend:

The Board does not recommend any dividend for the financial year under review. There are no unpaid and unclaimed dividends of previous years and hence the requirement to transfer amount to investor education and protection fund is not applicable to the Company.

4) State of Company s affairs:

The Company is engaged in providing integrated multimodal logistics solutions. The Company is into every aspect of logistics namely port handling, road and rail transport, warehousing, shipping, mining, stevedoring, customs handling, trucking retail logistics and integrated logistics.

5) Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements related to and date of this report. There has been no change in the nature of business of the Company.

6) Capital structure: a) Authorised share capital

During the year under review, the authorised share capital of the Company remained same i.e., Rs. 220,00,00,000/-(Rupees two hundred twenty crore only) divided into 7,00,00,000 (seven crore) equity shares of Rs. 10/- (Rupees ten only) each and 15,00,00,000 (fifteen crore) preference shares of Rs. 10/- (Rupees ten only) each.

b) Paid-up share capital

During the year under review, the paid- up share capital of the Company remained same i.e., Rs. 65,24,90,800/-(Rupees sixty five crore twenty four lakh ninety thousand eight hundred only) divided into 6,52,49,080 (six crore fifty two lakh forty nine thousand eighty) equity shares of Rs. 10/- each.

7) Minimum public shareholding:

In the month of August, 2024, the promoter's shareholding in the Company stands decreased from 95.00% to 90.00% whereas the public shareholding increased from 5.00% to 10.00%, thereby meeting the minimum public shareholding requirements as mandated under Rule 19A (5) of Securities Contracts (Regulations) Rules, 1957, as amended, read with Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

8) Annual return:

In terms of Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the annual return of the Company will be available on the website of the Company at www.sical.in.

9) Directors and key managerial personnel: a) Directors:

As on March 31, 2024, the Board of the Company has six (6) directors comprising of 1 (one) director in the category of key managerial personnel as whole-time director, 3 (three) non-executive & non- independent directors and 2 (two) non-executive & independent directors including 1 (one) independent woman director.

Further, the following changes took place during the financial year ended March 31, 2024 and up to the date of this report:

Appointment:

i) The shareholders, at the 68th Annual General Meeting of the Company held on September 29, 2023, approved the following appointments on the Board:

S. No. Name of the director DIN Terms and conditions of the appointment
1 Amit Kumar 01928813 Appointed as non-executive director with effect from January 11, 2023 and his office is liable to retire by rotation.
2 Anuradha Mukhedkar 09564768 Appointed as independent director with effect from January 11, 2023, to hold office for a term of 3 (three) consecutive years and her office is not liable to retire by rotation.
3 Rajnish Kumar 01507736 Appointed as non-executive director with effect from January 11, 2023 and his office is liable to retire by rotation
4 Seshadri Rajappan 00862481 Appointed as whole-time director with effect from January 11, 2023, to hold office for a term of 3 (three) consecutive years and his office is liable to retire by rotation.
5 Vinay Kumar Pabba 02711931 Appointed as independent director with effect from January 11, 2023, to hold office for a term of 3 (three) consecutive years and his office is not liable to retire by rotation.

ii) Based on the recommendation of the nomination and remuneration committee, the Board, appointed Mr. Sanjay Mawar (DIN: 00303822) as additional director under the category of non-executive director on November 02, 2023. However, he resigned from the Board with effect from the close of business hours of January 24, 2024 due to his personal commitments.

Further on the recommendation of the nomination and remuneration committee, the Board again appointed Mr. Sanjay Mawar (DIN: 00303822) as additional director under the category of non-executive director on February 13, 2024. The shareholders, vide postal ballot concluded on March 27, 2024, approved his appointment on the Board. The terms and conditions of his appointment are given below:

S. No. 1 Name of the director Sanjay Mawar DIN 00303822 Terms and conditions of the appointment Appointed as non-executive director with effect from February 13, 2024 and his office is liable to retire by rotation.

iii) On May 16, 2024, the Board, appointed Mr. Satishkumarreddy Mulamreddy (DIN: 09199183) and Ms. Neelaveni (DIN: 09042292) as additional directors under the category of independent director. Mr. Satishkumarreddy Mulamreddy (DIN: 09199183) was also elected as chairman of the Company.

Further, the shareholders, vide postal ballot concluded on August 07, 2024, approved their appointment on the Board. The terms and conditions of their appointment are given below:

S. No. Name of the director DIN Terms and conditions of the appointment
1 Satishkumarreddy Mulamreddy 09199183 Appointed as independent director with effect from May 16, 2024, to hold office for a term of 3 (three) consecutive years and his office is not liable to retire by rotation.
2 Neelaveni 09042292 Appointed as independent director with effect from May 16, 2024, to hold office for a term of 3 (three) consecutive years and her office is not liable to retire by rotation.

Resignation:

Ms. Anuradha Mukhedkar (DIN: 09564768) resigned from the position of independent director & chairperson of the Company, due to her personal commitments with effect from closing business hour of April 26, 2024.

Director retiring by rotation:

In accordance with the provisions of Section 152 and other applicable provisions of the Act, Mr. Rajnish Kumar (DIN: 01507736) is retiring by rotation at the 69th Annual General Meeting of the Company. Being eligible, he has offered himself for re-appointment at the ensuing annual general meeting. He has consented to and is not disqualified from being re-appointed as director in terms of Section 164 of the Act read with applicable rules made thereunder.

Considering his vast experience, knowledge, skills and expertise, the nomination and remuneration committee and the Board has recommended the re-appointment of Mr. Rajnish Kumar at the ensuing annual general meeting. The details as required pursuant to the Regulation 36 (3) of the Listing Regulations and Clause 1.2.5 of the secretarial standard on general meetings (SS-2) in respect of Mr. Rajnish Kumar seeking re-appointment at the 69th Annual General Meeting is annexed to the notice of the ensuing annual general meeting.

Independent directors and their declarations:

Mr. Vinay Kumar Pabba, Mr. Satishkumarreddy Mulamreddy and Ms. Neelaveni are the independent directors on the Board as on the date of this report. They have given declarations, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In terms of Section 150 of the Act read with the rules made there under, the Company has received confirmation from all the independent directors, that they are registered on the independent directors' database maintained by the Indian Institute of Corporate Affairs ("IICA"). Pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the independent directors of the Company are exempted from taking online proficiency self-assessment test conducted by IICA. Also, all the independent directors have confirmed that are complying with the code for independent directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, the independent directors possess the requisite expertise, skill, experience and knowledge and are persons of integrity and repute. They fulfil the conditions specified in the Act as well as the rules made thereunder and are independent of the management.

b) Key managerial personnel:

i) At the 68th Annual General Meeting of the Company held on September 29, 2023, the shareholders had approved the appointment of Mr. Seshadri Rajappan (DIN: 00862481) as whole-time director, to hold office for a term of 3 (three) consecutive years, with effect from January 11, 2023.

Further, as on the date of this report, Mr. Seshadri Rajappan has attained the age of 70 (seventy) years and pursuant to Section 196(3) of the Act, the Company is seeking approval of the shareholders at the ensuing annual general meeting of the Company for his continuation as whole-time director. Considering his skills, expertise and knowledge, the nomination and remuneration committee and Board has also recommended the proposal of approving his continuation as whole-time director.

The details as required pursuant to the Regulation 36 (3) of the Listing Regulations and Clause 1.2.5 of the secretarial standard on general meetings (SS-2) in respect of Mr. Seshadri Rajappan is annexed to the notice of the ensuing annual general meeting.

ii) The Board had appointed Mr. K. Rajavel as chief financial official of the Company with effect from August 31, 2023.

iii) Mr. Varadrajan Radhakrishnan (ICSI Membership No. A17870) had resigned from the post of company secretary and compliance officer of the Company with effect from April 30, 2023 and to fill the vacancy caused by his resignation, the Board had appointed Ms. Vaishali Jain (ICSI Membership No. A58607) as company secretary and compliance officer of the Company with effect from August 31, 2023.

10) Number of meetings of the Board:

The Board met 6 (six) times during the financial year ended March 31, 2024. The particulars of the meetings held and attendance of the directors in the meetings are detailed in the corporate governance report, which forms an integral part of this annual report. The meetings were held in accordance with provisions of the Act and the relevant rules made thereunder and the Listing Regulations.

11) Committees of the Board:

The Board has following committees to deal with specific areas and activities which concern the Company and requires a closer review for making informed decision within the authority delegated to each of the committee:

a) Audit committee b) Nomination and remuneration committee c) Stakeholders' relationship committee d) Corporate social responsibility committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the corporate governance report, which forms an integral part of this annual report. Further, during the year under review, all recommendations made by the committees were accepted by the Board.

12) Performance evaluation of the Board, its committees and individual directors:

The annual performance evaluation of the Board, its committees and individual directors was conducted in accordance with the provisions of the Act and the Listing Regulations through questionnaires designed on the basis of criteria provided in the guidance note on board evaluation issued by the Securities and Exchange Board of India and feedback based on ratings.

The nomination and remuneration committee evaluated the performance of every directors of the Company based on the criteria such as participation at the meetings, attendance records, fulfilment of functions, roles and responsibilities and commitment towards the Company.

The Board evaluated the performance of its committees based on the criteria such as composition of the committees, quality of its recommendations, fulfilment of its roles and responsibilities, frequency of its meeting. The Board (excluding the independent director being evaluated) evaluated the performance of independent directors based on the criteria such as rendering of independent, unbiased opinion and resolution to issues at meetings. Further, the Board evaluated the performance of the executive directors based on the criteria such as providing assistance and directions to the employees of the Company.

The independent directors at their separate meeting (without the attendance of non- independent directors and members of the management) held on March 29, 2024, reviewed the performance of the chairperson of the Company, non-independent directors and the board as a whole. The independent directors also assessed the quality, quantity and timeliness of the flow of information from the management to the Board for effectively and reasonably performing its duties.

The Board expressed their satisfaction towards the process followed by the Company for evaluating the performance of the individual directors, Board and its committees.

13) Policy on directors appointment and remuneration:

In accordance with the applicable provisions of the Act and the Listing Regulations, the Company has, put in place a policy on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of directors. The policy has been posted on the website of the Company at https://sical.in/investors/policies.

14) Familiarisation programme for independent directors:

The details of the familiarisation programme for independent directors are given in the corporate governance report, which forms an integral part of this annual report.

15) Risk management:

The Company has put in place a risk management policy, for monitoring, mitigating, reporting and effectively managing the risks that are envisaged on the conduct of business wherein all material risks faced by the Company are identified and assessed.

16) Vigil Mechanism/Whistle blower policy:

The vigil mechanism/whistle blower policy provides a mechanism for the directors, employees and stakeholders to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct and provides adequate safeguard against victimization to those who use such mechanism. The policy also makes provision for direct access to the chairperson of the audit committee in exceptional cases. The details of the policy as well as establishment of vigil mechanism are provided in the corporate governance report and are also available on the website of the Company at https://sical.in/investors/policies.

17) Corporate social responsibility:

During the year under review, the Company was not required to incur any expenditure on corporate social responsibility ("CSR") activities as the Company's average net profit for the 3 (three) immediately preceding financial years is negative. Accordingly, the annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is not applicable to the Company.

The CSR policy is available on the website of the Company at https://sical.in/investors/policies. The terms of reference of the CSR committee are detailed in the corporate governance report.

18) Subsidiaries, joint ventures or associate companies:

As on March 31, 2024, the Company has 6 (six) direct subsidiary companies, 2 (two) indirect subsidiary company and 1 (one) joint venture through indirect subsidiary company as per the details given below:

S. No. Name of the company Relationship
1 Sical Infra Assets Limited Subsidiary company
2 Sical Multimodal and Rail Transport Limited Indirect subsidiary company
3 Sical Bangalore Logistics Park Limited Indirect subsidiary company
4 Pristine Value Logistics Private Limited (formerly known as Patchems Private Limited) Wholly owned subsidiary company
5 Sical Supply Chain Solutions Limited Wholly owned subsidiary company
6 Sical Iron Ore Terminal (Mangalore) Limited Wholly owned subsidiary company
7 Sical Mining Limited Wholly owned subsidiary company
8 Sical Washeries Limited Wholly owned subsidiary company
9 Sical Sattva Rail Terminal Private Limited Joint venture through indirect subsidiary company

Sical Multimodal and Rail Transport Limited is engaged in the business of operating container freight stations located at Chennai, Vizag and Tuticorin. Pristine Value Logistics Private Limited (formerly known as Patchems Private Limited) provides warehousing and distribution for pharma, medical division and consumer product companies.

Further, during the financial year ended March 31, 2024, the Company had forgone its right of entitlement in the equity shares offered under right issue of Develecto Mining Limited ("DML"), erstwhile subsidiary of the Company. As a result, the Company's shareholding in DML was reduced from 51% to 2% and DML ceased to be the subsidiary of the Company.

19) Consolidated financial statement:

In addition to the standalone financial statement of the Company, the consolidated financial statement is also being presented to the members of the Company. The consolidated financial statement of the Company is prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The audited consolidated financial statement together with the independent auditor's report thereon forms part of the annual report.

20) Performance and financial position of subsidiaries/ joint venture/ associates companies:

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statement of the subsidiary companies in the Form AOC-1 is annexed as Annexure I and forms an integral part of this report. The statement also provides details of the performance and financial position of each of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements, audited financial statements of the subsidiaries and other related information of the Company will also be kept open for inspection by any member. Members seeking to inspect these documents can send an e-mail at cs@pristinelogistics.com mentioning their name, DP ID & Client ID/folio number and permanent account number (PAN) and the same are also available on the Company's website at www.sical.in.

21) Adequacy of internal financial control system with reference to financial statement:

The Board/management has reviewed the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the Company. The Board/ management is taking steps such as implementation of standard operating procedures for further strengthening of internal financial controls. The Board is of the opinion that the Company has effective internal financial control systems reference to financial statement.

22) Auditors and their reports:

Statutory auditor:

The members of the Company at their 68th Annual General Meeting held on September 29, 2023, approved the appointment of M/s SRSV & Associates, Chartered Accountants (Firm registration number: 015041S), as the statutory auditor of the Company for a period of 3 (three) years i.e., from the conclusion of 68th Annual General Meeting till the conclusion of 71st Annual General Meeting to be held in the year 2026.

Statutory auditor s report:

No qualifications, reservations, adverse remarks or disclaimer were made by the statutory auditor in their report on the financial statement for the financial year ended March 31, 2024.

Secretarial auditor:

M/s KRA & Associates, Company Secretaries, were appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial year ended March 31, 2024, as required under Section 204 of the Act. The secretarial audit report of the Company and its material subsidiaries, i.e., Sical Infra Assets Limited and Sical Multimodal and Rail Transport Limited, are annexed as Annexure II and forms an integral part of this report.

Secretarial auditor s report:

The secretarial audit report for the financial year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

Reporting of frauds by auditors:

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the audit committee and/or the Board under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees.

23) Particulars of loan, guarantee or investment under Section 186 of the Companies Act, 2013:

The Company is engaged in the business of providing integrated logistics services which falls under the infrastructural facilities as categorized under Schedule VI of the Act. Hence, the provisions of Section 186 of the Act are not applicable to the Company to the extent of loans given, guarantees or securities provided or any investment made. Further, the details of loans given, guarantees or securities provided or any investment made, if any, are provided in the notes to the financial statement.

24) Deposits:

The Company did not accept any deposits within the meaning of the provisions of Chapter V (Acceptance of deposits by companies) of the Act during the year under review. Neither any deposit is unclaimed or unpaid during the financial year ended March 31, 2024.

25) Conservation of energy, technology absorption, foreign exchange earnings and outgo:

As the Company is engaged in the business of providing integrated logistics services, the information pertaining to conservation of energy and technology absorption, as required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, are not applicable to the Company. Further, during the year under review, there was no transaction involving foreign exchange earnings and outgo.

26) Secretarial standards:

The Company complies with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

27) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the said policy, the Company has an internal complaints committee to redress complaints received regarding sexual harassment. The Company did not receive any sexual harassment complaints during the year under review.

28) Particulars of contracts or arrangement with related parties:

All the related party transactions entered during the year under review were in ordinary course of the business and at arm's length basis and there was no material related party transaction, i.e., transaction with a related party exceeding Rupees 1000 crore or 10% of the annual consolidated turnover, whichever is lower, as per the last audited financial statement of the Company. Since, the disclosure in Form AOC- 2 is required to be made only of the related party transactions or arrangements that were not at arm's length basis or the material related party transactions that were at arm's length basis in accordance with the Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. The members may refer the financial statement which sets out the related party disclosures pursuant to Ind AS.

29) Particulars of employees and remuneration:

There were no employees who were employed throughout the year and were in receipt of remuneration aggregating Rs. 1.02 crore or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 8.50 lakh per month or more during the financial year ended March 31, 2024. The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure III and forms an integral part of this report.

30) Corporate Governance:

Pursuant to Regulation 34 of the Listing Regulations, corporate governance report along with the certificate from Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V of the Listing Regulations forms an integral part of this annual report.

31) Suspension of trading:

The details pertaining to suspension of trading in shares of the Company during the year under review are disclosed in the corporate governance report annexed to this report.

32) Management discussion and analysis:

a) Industry structure and developments

The logistics industry facilitates the trade and business activities by transporting, storing, and distribution of goods through any of the arrangements viz. B2B, B2C, or C2C supply chain networks. Like most other industries, transportation and logistics sectors are confronted with immense change which brings both risk and opportunity. The changes are driven by new technologies, new market entrants, new customer expectations, and new business models.

Logistics sector is also facing an era of unprecedented change as digitisation takes hold, re-shaping the marketplace. Logistics companies are increasingly focussing on digital fitness, cost efficiency, asset productivity, and innovation to meet changing expectations. Building and refining these and other capabilities, and then bringing them to scale across the enterprise, will be key for the growth of this industry.

b) Opportunities and threats

The logistics industry in India is a dynamic and rapidly growing sector that is expected to play an increasingly important role in the country's economy. Despite some challenges, the sector is well-positioned for long-term growth and presents exciting opportunities for investors and businesses.

The transportation and logistics sector in India is witnessing transformational growth with the rise in e-commerce and retail businesses and has been successful to keep pace with the latest demands of the sector. There has been maximum adoption of digitisation in the past years as businesses realised the importance of embracing a computerised supply chain ecosystem for business growth. On the other hand, Indian consumers are increasingly becoming tech-savvy thus creating an opportunity for e-commerce logistics service providers to grow. The use of smartphone by larger users in India has given rise to better opportunities for penetration of e-commerce.

With the government's focus on improving infrastructure and the rise of e-commerce, the sector is expected to be a key driver of economic growth in the country. Moreover, with the increasing adoption of technology and the government's push for a digital economy, there is also significant potential for logistics players to leverage data analytics, artificial intelligence, and machine learning to improve operational efficiency and enhance customer experience. There are also opportunities for foreign investment as international companies look to tap into India's growing logistics market.

The competition from existing and new entrants and managing the geographical / capacity expansion present the Company with new challenges.

c) Segment wise or product-wise performance

The Company's entire business is from inter-modal logistics. There are no other primary / secondary segments in the Company's business

d) Outlook

The Company is a multi-modal logistics service provider, has its presence in the sectors of port operations, road logistics, cold chain operations, warehousing, mining, overburden removal. With the Company adopting measures like focussed marketing and pricing strategy, strong customer relationships etc., efforts to boost operational efficiency and bring down the cost of operations and infrastructure development like enhancing and modernizing warehousing. This may have a positive impact on the Company's long term business and profitability.

e) Risks and concerns

Logistics industry in India is evolving rapidly and is regarded as the backbone of the economy for moving goods across the country. However, evolutionary changes like technological innovations, change in consumer demands and new regulations often bring challenges to this sector. In addition to that, the meaning of logistics services has also expanded over the years, especially with the advent of e-commerce business, posing different challenges with reference to timely delivery, cost reduction, returns and refund management, and more.

f) Internal control systems and their adequacy

The Board/management has reviewed the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the Company. The Board/ management is taking steps such as implementation of standard operating procedures for further strengthening of internal financial controls. The Board is of the opinion that the Company has effective internal financial control systems.

g) Financial / operational performance

Total income of the Company on stand-alone basis from operations and other income during 2023-24 was Rs. 7,922 lakhs. The profit before tax and exceptional item for 2023-24 was Rs. (6,030) lakhs. The total comprehensive income for 2023-24 was Rs. (4,587) lakhs. The retained earnings as on March 31, 2024, was Rs. (1,91,176) lakhs.

h) Human resources and industrial relations

During the year under review, employee relations at all the offices of the Company remained cordial. Despite the challenging scenario, the work force aided the Company in maintaining the operations of the Company.

i) Key financial ratios

Details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in key financial ratios, as per the standalone financial statement of the Company, is given below:

Ratio Year ended March 31, 2024 Year ended March 31, 2023 Explanation for variations above 25%
Debtors Turnover Interest Coverage Ratio 5.67 0.47 3.23 3.72 Not applicable as the variation is not above 25% The sharp drop in the interest coverage ratio from 3.72 to 0.47 indicates a significant decline in the Company's ability to cover interest expenses, likely due to substantial interest repayments or reduced earnings
Current Ratio 0.67 1.31 The negative movement is due to a portion of liabilities to financial creditors being classified as current amounting to Rs. 10,500 Lakhs.
Debt Equity Ratio 5.67 3.23 The movement accounts for additional loans from related parties during the year under review amounting to Rs. 2,747 Lakhs.
Operating Profit Margin (%) 0.22 0.11 Due to factors such as higher revenue, better control of operating expenses, or improved margins from core business activities, signaling enhanced profitability
Net Profit Margin (69.40%) (296.69%) Favorable movement on account of the creation of certain liabilities and write off/ provision for certain assets as detailed in Note 24 of the financial statement during the financial year ended March 31, 2023, however, there were no such write-offs in the financial year ended March 31, 2024.

a) Details of any change in return on net worth as compared to the immediately previous financial year

The drastic decline in return on capital employed from 156.04% to (3.15)% is likely due to favourable movement in the current year on account of huge write-offs in the immediately previous year as exceptional items.

b) Cautionary statement

Statements made in this report, particularly those which relate to management discussion and analysis, describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might vary materially from those either expressed or implied in the statement depending on the circumstances.

33) Directors responsibility statement:

To the best of knowledge and beliefs, the Board make the following statements in terms of Section 134(3)(c) of the Act:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards had been followed and no material departures have been made from the same;

b) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2024 and of the profit / loss of the Company for the year under review;

c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) the internal financial controls were in place and such internal financial controls were adequate and were operating effectively; and

f) the Board has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34) Other disclosures:

No disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued sweat equity shares;

• The Company has not implemented any employee stock option scheme;

• The Company's whole-time director did not receive any remuneration or commission from Company's holding company or from any subsidiaries of the Company;

• There was no revision made in financial statement or the directors' report of the Company;

• There has been no change in the nature of business of the Company;

• The Company has not obtained any credit rating of its securities;

• No significant and material order were passed by the regulators or courts or tribunals or statutory and quasi-judicial body which impact going concern status and Company's operations in future;

• Neither an application has been made nor any proceeding is pending before National Company Law Tribunal for corporate insolvency process under the Insolvency and Bankruptcy Code, 2016;

• There is no incidence of one-time settlement in respect of any loan taken from the banks or financial institutions during the year under review. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

Acknowledgements

The Board acknowledge and thanks all the stakeholders of the Company including its employees, customers, shareholders, bankers, vendors, lenders, regulatory and government authorities and stock exchanges for their cooperation and support and look forward to their continued support in future.

For and on behalf of the board of directors

Sical Logistics Limited
(Sanjay Mawar) (Amit Kumar)
Place : Chennai Director Director
Date : 03/09/2024 DIN:00303822 DIN:01928813