Sical Logistics : Annual Report-2022-2023

SICAL LOGISTICS LTD.

CORPORATE INFORMATION

Resolution Professional

(with effect from June 02, 2021 to December 08, 2022)

Sripatham Venkatasubramanian Ramkumar

(IBBI Registration No. IBBI/IPA-001/IP-P00015/2016-17/10039)

Board of Directors

(with effect from January 11, 2023)

Chief Financial Officer

K. Rajavel

Company Secretary and Compliance Officer

Vaishali Jain

SICAL LOGISTICS LTD.

Board's Report

Dear Members,

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 ("IBC"), the corporate insolvency resolution process ("CIRP") of Sical Logistics Limited ("Company") was initiated by an operational creditor of the Company. The operational creditor's application to initiate the CIRP was admitted by the Hon'ble National Company Law Tribunal, Chennai Bench ("NCLT") and Mr. S. Lakshmisubramanian (IBBI Registration no. IBBI/IPA-003/IP-N00232/2019-2020/12697) was appointed as the interim resolution professional to manage the affairs of the Company in accordance with the provisions of the IBC vide order dated March 10, 2021. Mr. Sripatham Venkatasubramanian Ramkumar (IBBI Registration No. IBBI/IPA-001/IP-P00015/2016-17/10039) was appointed as the resolution professional ("RP") of the Company, as approved by the Committee of Creditors ("CoC"), which was confirmed by the Hon'ble NCLT vide its order dated June 02, 2021. In view of the pendency of the CIRP, the powers of the board of directors stood suspended and the management of the affairs of the Company was vested with the RP.

In furtherance to above, the resolution plan submitted by Pristine Malwa Logistics Park Private Limited ("Resolution Applicant") was approved by the CoC of the Company. The RP submitted the CoC approved resolution plan to the Hon'ble NCLT for its approval and the NCLT vide its order dated December 08, 2022 approved the resolution plan, submitted by the Resolution Applicant under Section 31 of the IBC. In accordance with the provisions of the IBC and the NCLT order, the approved resolution plan is binding on the Company and other stakeholders involved in the resolution plan.

As per the approved resolution plan, during the period between the NCLT approval date (as defined in the approved resolution plan) and the effective date (as defined in the approved resolution plan) ("Interim Period"), a monitoring committee was constituted ("Monitoring Committee") comprising of the RP, 2 (two) representatives of the approving financial creditors and 2 (two) representatives of the Resolution Applicant. During the Interim Period, the powers of the board of directors continued to remain suspended and the Monitoring Committee managed the affairs of the Company as a going concern and supervised the implementation of the resolution plan.

The Monitoring Committee, at its closing meeting held on January 11, 2023, inter-alia, reconstituted the board of directors of the Company ("Board" or "Reconstituted Board") and erstwhile board of directors were dissolved and all the directors of the erstwhile board of directors were deemed to have resigned. Further upon conclusion of the closing meeting, the Monitoring Committee stood dissolved.

Pursuant to and in accordance with the implementation of the approved resolution plan, the Resolution Applicant has acquired 95% of the paid up share capital of the Company. The Resolution Applicant is the new promoter of the Company. Accordingly, the Company is now a subsidiary of the Resolution Applicant.

Members may kindly note that during the CIRP period, interim resolution professional/ resolution professional were entrusted with the management of the affairs of the Company. The directors of the Reconstituted Board were entrusted with the management of the affairs of the Company from January 11, 2023.

The Reconstituted Board of the Company is submitting this report in compliance with the provisions of the Companies Act, 2013 ("Act") and the rules and regulations made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations"). The Reconstituted Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to the reconstitution of the Board.

The Reconstituted Board presents to the members the 68th annual report of the Company along with the audited financial statements for the financial year ended March 31, 2023.

SICAL LOGISTICS LTD.

1. Financial highlights:
   The highlights of the standalone and consolidated financial results for the financial year ended March 31, 2023 are given below:

The financial statement for the financial year ended March 31, 2023, are prepared in accordance with the Act and Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

1. Transfer to reserves:
   No amount has been transferred to reserves for the financial year under review.
2. 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.
3. State of Company's affairs:
   During the year under review, the Company has carried out the following business activities: Mining activities - overburden removal work at Amlori OCP of Northern Coalfields Limited.
   Dredging activities - dredger was provided for carrying the dredging work for constructing Swan LNG port in Gujarat and for the ONGC pipeline pre-lay trenching work at Yanam, Pondicherry.
4. 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.

SICAL LOGISTICS LTD.

1. Implementation of the resolution plan:
   The Hon'ble National Company Law Tribunal, Chennai Bench ("NCLT") had approved the resolution plan submitted by the Resolution Applicant vide its order dated December 08, 2022. The approved resolution plan has been implemented in the following manner:
2. 1. Infusion of funds in the Company by the Resolution Applicant
      The Resolution Applicant had infused Rs. 65 crore in the Company by way of investment in the equity shares of the Company and such infused amount was utilised towards the discharge/settlement of the admitted operational creditors debt (as defined in the approved resolution plan), allotted CIRP cost amount (as defined in the approved resolution plan), mandatory dissenting financial creditor payments (as defined in the approved resolution plan) and upfront FC debt payment (as defined in the approved resolution plan) in a manner and on such terms as provided under the approved resolution plan.
   2. Assignment of debt to the Resolution Applicant
      The creditors had assigned an amount of Rs. 17,17,54,92,510/- (being the balance FC debt and admitted other operational creditors debt as defined under the approved resolution plan) to the Resolution Applicant.
   3. Extinguishment/cancellation of erstwhile promoters' shares
      The entire existing issued, subscribed and paid-up share capital of the Company held by the erstwhile promoters were extinguished and cancelled. Thus, 95,94,601 equity shares of Rs.10/- each held by the erstwhile promoters were extinguished.
   4. Reduction and reconstitution of public shareholding
      The share capital of the Company had been reconstituted in such manner that the paid up share capital held by the public shareholders were equivalent to 5% of the entire issued, subscribed and paid-up share capital of the Company. Thus, the Company had allotted 1 (one) equity share of Rs. 10/- for every 15 (fifteen) equity shares of Rs. 10/- held by the public shareholders i.e., allotment of 32,62,454 equity shares of Rs. 10/- each to the public shareholders.
   5. Debt into equity conversion
      The equity shares were allotted to the Resolution Applicant in such a manner that post allotment of equity shares i.e., 22,60,319 equity shares of Rs. 10/- each towards initial fund infused (as mentioned in clause (a) above) and 5,97,26,307 equity shares of Rs. 10/- each towards assignment of debt (as mentioned in clause (b) above), the paid up share capital held by the Resolution Applicant were equivalent to 95% of entire issued, subscribed and paid-up share capital of the Company.
3. Effect of the implementation of the resolution plan:
   Pursuant to the approved resolution plan, the Company has become the subsidiary of Pristine Malwa Logistics Park Private Limited, New Delhi.
4. Capital structure:
5. 1. 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.
   2. Paid-upshare capital
      Pursuant to the implementation of the approved resolution plan, the following changes took place in the paid-up share capital of the Company during the year under review:
   3. 1. The Company had extinguished and cancelled 95,94,601 equity shares of Rs.10/- each held by the erstwhile promoters.
      2. The Company had allotted 1 (one) equity share of Rs. 10/- for every 15 (fifteen) equity shares of Rs. 10/- held by the public shareholders i.e., allotment of 32,62,454 equity shares of Rs. 10/- to the public shareholders.
      3. The Company had issued and allotted 619,86,626 equity shares of Rs. 10/- to the Resolution Applicant.