General information about company

Scrip code520086
NSE SymbolSICAL
MSEI SymbolNOTLISTED
ISININE075B01012
Name of the entitySICAL LOGISTICS LIMITED
Date of start of financial year01-04-2020
Date of end of financial year31-03-2021
Reporting QuarterYearly
Date of Report31-03-2021
Risk management committeeNot Applicable
Market Capitalisation as per immediate previous Financial YearTop 2000 listed entities



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory
Wether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
1MrR. RAM MOHANAAXPR7822A02506342Non-Executive - Non Independent DirectorChairperson related to Promoter10-12-1953NA04-05-201501-02-20211020
2MrsSHWETA SHETTYANBPS6061P06719712Non-Executive - Non Independent DirectorNot Applicable09-03-1967NA30-03-201501-02-20211000
3MrH. RATHNAKAR HEGDEAACPH6468F05158270Non-Executive - Independent DirectorNot Applicable06-11-1950NA26-09-201412-09-201927-01-2021602222
4MrS. RAVINARAYANANADIPR6825R00208793Non-Executive - Independent DirectorNot Applicable29-08-1959NA26-09-201412-09-201927-01-2021601110



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
5MrSUDHIR KAMATHAFDPK5942D00203009Non-Executive - Independent DirectorNot Applicable28-06-1956NA30-03-201512-09-201901-02-2021601111
6MrH.R. SRINIVASANAAMPS6807R00130277Non-Executive - Independent DirectorNot Applicable22-03-1964NA26-09-201412-09-201901-02-2021602220
7MrK.N. RAMESHACYPR7843J06496909Executive DirectorNot ApplicableMD26-11-1966NA31-10-201901-02-2021601010
8MrT. SUBRAMANIANAAHPS0421L00584440Executive DirectorNot ApplicableMD23-03-1960NA27-01-202107-03-2021601020



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
9MrS. RAJAPPANAABPR8040C00862481Executive DirectorNot Applicable15-05-1954NA27-01-2021601010
10MrKRISH NARAYANANABRPN4843J03137194Non-Executive - Independent DirectorNot Applicable01-05-1959NA27-01-2021601111
11MrG. SWAMINATHANABAPS3306C02481041Non-Executive - Independent DirectorNot Applicable10-12-1969NA27-01-2021602121
12MrsV. NEELAVENIADFPN9044B09042292Non-Executive - Independent DirectorNot Applicable05-01-1966NA27-01-2021601110




Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
105158270H. RATHNAKAR HEGDENon-Executive - Independent DirectorChairperson26-09-201401-02-2021
200208793S. RAVINARAYANANNon-Executive - Independent DirectorMember26-09-201401-02-2021
300203009SUDHIR KAMATHNon-Executive - Independent DirectorMember04-05-201501-02-2021
400130277H.R. SRINIVASANNon-Executive - Independent DirectorMember26-09-201401-02-2021
502506342R. RAM MOHANNon-Executive - Non Independent DirectorMember26-09-201101-02-2021
603137194KRISH NARAYANANNon-Executive - Independent DirectorChairperson01-02-2021
702481041G. SWAMINATHANNon-Executive - Independent DirectorMember01-02-2021
809042292V. NEELAVENINon-Executive - Independent DirectorMember01-02-2021
900584440T. SUBRAMANIANExecutive DirectorMember01-02-2021


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
105158270H. RATHNAKAR HEGDENon-Executive - Independent DirectorChairperson26-09-201427-01-2021
200208793S. RAVINARAYANANNon-Executive - Independent DirectorMember26-09-201427-01-2021
300203009SUDHIR KAMATHNon-Executive - Independent DirectorMember04-05-201501-02-2021
402506342R. RAM MOHANNon-Executive - Non Independent DirectorMember17-05-201901-02-2021
509042292V. NEELAVENINon-Executive - Independent DirectorChairperson01-02-2021
603137194KRISH NARAYANANNon-Executive - Independent DirectorMember01-02-2021
702481041G. SWAMINATHANNon-Executive - Independent DirectorMember01-02-2021


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
105158270H. RATHNAKAR HEGDENon-Executive - Independent DirectorChairperson26-09-201427-01-2021
202506342R. RAM MOHANNon-Executive - Non Independent DirectorMember26-09-201101-02-2021
306496909K.N. RAMESHExecutive DirectorMember31-10-201901-02-2021
402481041G. SWAMINATHANNon-Executive - Independent DirectorChairperson01-02-2021
500584440T. SUBRAMANIANExecutive DirectorMember01-02-2021
600862481S. RAJAPPANExecutive DirectorMember01-02-2021


Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100208793S. RAVINARAYANANNon-Executive - Independent DirectorChairperson26-09-201427-01-2021
205158270H. RATHNAKAR HEGDENon-Executive - Independent DirectorMember26-09-201427-01-2021
302506342R. RAM MOHANNon-Executive - Non Independent DirectorMember26-09-201401-02-2021
403137194KRISH NARAYANANNon-Executive - Independent DirectorChairperson01-02-2021
502481041G. SWAMINATHANNon-Executive - Independent DirectorMember01-02-2021
600584440T. SUBRAMANIANExecutive DirectorMember01-02-2021


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
113-11-2020Yes63
208-12-202024Yes63
318-12-20209Yes53
427-01-202139Yes62
501-02-20214Yes83
608-02-20216Yes53
717-02-20218Yes53



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
1Audit Committee13-11-2020Yes54
2Audit Committee08-02-202186Yes43
3Nomination and remuneration committee27-01-2021Yes43
4Nomination and remuneration committee01-02-2021Yes33
5Stakeholders Relationship Committee27-01-2021Yes31
6Stakeholders Relationship Committee17-02-2021Yes31



Annexure 1

IV. Meeting of Committees

SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
7Stakeholders Relationship Committee02-03-2021Yes31
8Stakeholders Relationship Committee31-03-2021
Company under CIRP from 10th March, 2021 and hence the IRP is considered to be the Committee and hence no number with regard to the directors attendance and independent directors presence is indicated
 
Yes11



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedNA
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes


Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 500 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)

Annexure 1

SrSubjectCompliance status
1Name of signatoryV. RADHAKRISHNAN
2DesignationCompany Secretary and Compliance Officer



Text Block

Textual Information(1)
The Corporate Insolvency Resolution Process has been initiated by the Honourable NCLT, Chennai Bench effective 10th March, 2021.  Accordingly the powers of the Board remains suspended effective 10th March, 2021 and Mr. S. Lakshmisubramanian has been appointed as IRP.   Hence the meeting of stakeholders relationship committee as on 31 Mar 2021 consists of only the IRP which may please be taken note of.
 
 



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeswww.sical.in
2Terms and conditions of appointment of independent directorsYeswww.sical.in
3Composition of various committees of board of directorsYeswww.sical.in
4Code of conduct of board of directors and senior management personnelYeswww.sical.in
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.sical.in
6Criteria of making payments to non-executive directorsYeswww.sical.in
7Policy on dealing with related party transactionsYeswww.sical.in
8Policy for determining ‘material’ subsidiariesYeswww.sical.in
9Details of familiarization programmes imparted to independent directorsYeswww.sical.in

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.sical.in
11email address for grievance redressal and other relevant detailsYeswww.sical.in
12Financial resultsYeswww.sical.in
13Shareholding patternYeswww.sical.in
14Details of agreements entered into with the media companies and/or their associatesNA
15Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeNA
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeswww.sical.in
18Credit rating or revision in credit rating obtainedYeswww.sical.in
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearYeswww.sical.in
20Whether company has provided information under separate section on its website as per Regulation 46(2)Yeswww.sical.in
21Materiality Policy as per Regulation 30Yeswww.sical.in
22Dividend Distribution policy as per Regulation 43A (as applicable)NA
23It is certified that these contents on the website of the listed entity are correctYeswww.sical.in


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1B)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Composition of nomination & remuneration committee19(1) & (2)Yes
18Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
19Meeting of Nomination and Remuneration Committee19(3A)Yes
20Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Meeting of Stakeholders Relationship Committee20(3A)Yes
22Composition and role of risk management committee21(1),(2),(3),(4)NA
23Meeting of Risk Management Committee21(3A)NA
24Vigil Mechanism22Yes
25Policy for related party Transaction23(1),(1A),(5),(6),(7) & (8)Yes
26Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
27Approval for material related party transactions23(4)NA
28Disclosure of related party transactions on consolidated basis23(9)Yes
29Composition of Board of Directors of unlisted material Subsidiary24(1)Yes
30Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Annual Secretarial Compliance Report24(A)Yes
32Alternate Director to Independent Director25(1)NA
33Maximum Tenure25(2)Yes
34Meeting of independent directors25(3) & (4)NoDue to the COVID-19 pandemic, physical meetin of the independent directors could not be held for the FY 19-20+I39
35Familiarization of independent directors25(7)Yes
36Declaration from Independent Director25(8) & (9)Yes
37D & O Insurance for Independent Directors25(10)Yes
38Memberships in Committees26(1)Yes
39Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
40Disclosure of Shareholding by Non-Executive Directors26(4)Yes
41Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided Textual Information(1)

Text Block

Textual Information(1)
The company is under Corporate Insolvency Resolution Process as per the order of the Honble NCLT, Chennai Bench w.e.f. 10th March, 2021,

Annexure II

1Name of signatoryV. RADHAKRISHNAN
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedYes
Any other information to be provided




Annexure II

1Name of signatoryV. RADHAKRISHNAN
2DesignationCompany Secretary and Compliance Officer



Signatory Details

Name of signatoryV. RADHAKRISHNAN
Designation of personCompany Secretary and Compliance Officer
PlaceCHENNAI
Date15-04-2021