Sical Logistics - Updates on Scheme of Arrangement
Sical Logistics Ltd has informed BSE about the following:
Detailed Note of the Scheme of Arrangement between Sical Logistics Ltd & Sicagen India Ltd:
“Sical Logistics Ltd, founded in 1955, is India’s leading provider of integrated multi-modal logistics for bulk and containerized cargo.
The Logistics division consists of:
Inland Logistics
Bulk Logistics
Container Logistics
Offshore Logistics
Other businesses of the Company consists of
Building Materials
Manufacturing
Services
The Company has joint ventures with
Sical Distriparks Ltd for container freight stations
PSA-Sical Terminals Ltd for container terminals at Tuticorin and Chennai.
- Available infrastructure
Sical is One stop shop for bulk and containerized cargo ? bagged consignments, containers, project material, over-dimensional cargo.
Port handling, customs house agency at the ports of Chennai, Tuticorin, Visakhapatnam, Nhavasheva, Kandla, Haldia, Paradip and Goa.
Ship agency at all major and intermediate Indian Ports.
Exclusive license for a bulk cargo handling berth at Chennai Port for 30 years; ensures clients get a walk-in berth for bulk cargo vessels, avoids pre-berthing delays.
Trucking fleet nearly 400 Sical-owned trucks plus 2000 hired vehicles.
Warehouses located across India.
- Major Contracts
Coal Handling for Tamil Nadu Electricity Board
To handle 8 million MT of coal annually. The work involved is unloading of ship cargo using 2 shore-based cranes and providing mobile hopper for receiving cargo from a self-discharging ship, under BOT basis.
Container Stations for Central Warehousing Corporation
Operation and management of CWC’s container freight stations at the ports of Nhava Sheva, Vishakaptnam and Tuticorin and CWC’s inland container depot at Noida through Sical Distriparks Ltd.
Road Transport with Caltex, Tamilnadu Petroproducts, Pepsi, Shell
For Caltex, Sical moves LPG, in bulk and in cylinders, across the Indian states of Tamil Nadu, Karnataka and Kerala. For Tamilnadu Petroproducts, Sical moves linear alkyl benzene [LAB], benzene and heavy nominal paraffin across the states of Tamil Nadu, Karnataka, Pondicherry, Madhya Pradesh, Uttar Pradesh, Himachal Pradesh, and West Bengal. For Pepsi India, Sical moves beverages and mineral water across the states of Tamil Nadu, Kerala, Karnataka, Goa and Maharashtra. For Shell India, Sical transports Shell petroleum products India’s southern states.
Container Terminals with Tuticorin Port Trust
Under a 30 year contract with the Tuticorin Port Trust the Sical ? Port of Singapore
Authority [PSA] alliance operates and manages the container terminal at Tuticorin
Port. Facilities includes 2,50,000 square feet of open bonded area and a container
stacking capacity of 3000 TEUs.
Apart from the core logistics, the diversified activities in the manufacturing sector, Sical’s interest includes manufacture of refractories, automotive electrical components, flexible shafts and drums, Speciality chemicals and bio-pesticides.
Sical also extends travel related services, ship building and repairs, governor services and windmill generation.
Sical has interests in coffee plantation.
- New Initiatives
Pan-India container train operations
Sical has been given the license to operate container trains for 20 years for export-import and domestic cargo including all the four categories offered by the Indian Railways. The Company plans a first phase 3-year investment of nearly Rs 3.7 billion. In the first phase, the investment would be utilized towards developing container train operations connecting JNPT at Nhava Sheva near Mumbai to Sical’s existing inland container depot at Noida, near Delhi.
Container Train Terminal at Nagpur Hub Airport
The Company led consortium has received an LOI from the Maharashtra Airport Development Company for setting up a rail terminal as part of the proposed multi-modal international hub airport at Nagpur in central India. This will be on BOT basis on a 24 hectare plot on lease for 66 years. It will have a capacity to handle 150,000 TEU. The services include:-
Container stuffing and de-stuffing
Cargo handling facilities
Transportation, C & F and bonding
Railway movement
Container freight station for Exim trade.
Iron ore terminal at Ennore Port
The Ennore Port Ltd issued the LOI to the Sical-led consortium for building an iron ore terminal at Ennore Port near Chennai on BOT basis for 30 years including the construction period. The terminal will have a capacity for 12 million tones of cargo per year in the present but expandable to 15/20 million tones per year.
Second Container Terminal at Chennai Port
In JV with PSA Sical, the Company has won the contract to manage and operate the second container terminal at Chennai, to be developed on BOT basis with a 30-year license period by forming an SPV ? Chennai International Terminal Pvt Ltd and this Company will construct the new berth covering the East and South Quay and expected to have an initial capacity of 1.05 million TEUs.
Sical Infra Assets Ltd
Sical has formed a 100% subsidiary Sical Infra Assets Ltd to house the infrastructure assets of the Company and has roped in a joint venture partner M/s. Old Lane Mauritius IV Ltd.
- Recognition
Sical Stevedoring Division has bagged the “Best Business Partner” award from Chennai Port Trust for having handled the highest volume of cargo during the years 2003-04, 2004-05 and 2005-06.
Handling largest cargo tonnage and record discharge of thermal coal in a single day for the year 2003-04 from Tuticorin Port Trust.
Best Stevedore from Mormugao Port Trust for the year 2003-04.
Handling largest volume of cargo, discharging largest quantity of thermal coal in a single day, highest labour levy from Tuticorin Port Trust for the year 2005-06.
Sical has been ranked 4th in the Shipping and Logistics Top 10 sectoral ranking of Dun and Bradstreet’s India’s Top 500 Companies 2006 report.
Sical won the “Best Logistics Provider in Bulk Logistics” award at the Express, Logistics and Supply Chain Awards on September 28, 2007.
- RATIONALE ON THE SCHEME OF ARRANGEMENT
Sical Logistics Ltd is engaged in the business of Logistics, Building Materials, Refractories, Auto Components, Flexible Shaft and Drums, Speciality Chemicals, bio-pesticides, Plantation, Vehicle Sales and Spares, Property Development, Windmill, Goodwill Governor Services and Travels.
With a view to focus on the core business of Logistics, the Company decided to hive-off some of its undertakings. Accordingly the Company proposes to divest the Trading, Services and Coffee Plantation undertakings and hence would like to transfer the business being carried on by the Trading, Services and Coffee Plantation undertakings to Sicagen India Ltd.
By this process, both Sical and Sicagen would be better equipped to handle their respective businesses more efficiently and economically.
The arrangement would enable appropriate consolidation and restructuring of operations of Sical with reduced costs and better utilization of the available resources.
The arrangement would strengthen and facilitate the position of Sical and Sicagen for international tie-up with entities having expertise in their respective fields.
- FINANCTALS OF THE REMAINING UNDERTAKING AND HIVED-OFF BUSINESS
As per the Scheme of Arrangement, the financials of the Remaining Undertaking and Transferred Undertaking [as on March 31, 2006 and September 30, 2006] are:
(Rs in Lakhs)
-------------------------------------------------------------------------------------------- Details Year ended Mar 31, 2006 As on Sep 30, 2006 ------------------------------------------------------------------------------------------ Remaining Transferred Remaining Transferred Undertaking Undertaking Undertaking Undertaking ------------------------------------------------------------------------------------------ Turnover 97687 24309 34189.71 15792.02 PBDIT 8396 991 7632.92 533.55 PBT 3199 550 4608.92 173.47 --------------------------------------------------------------------------------------------
- APPROVAL OF THE SCHEME OF ARRANGEMENT
After obtaining NOC from the Stock Exchanges [NSE and BSE], the Company made applications and petitions before the Hon’ble High Court of Madras under Sec 391 to 394 of the Companies Act, 1956 for approving the Scheme of Arrangement between Sical Logistics Ltd and Sicagen India Ltd [100% subsidiary of Sical Logistics Ltd]. The Hon’ble High Court of Madras vide its order dated December 20, 2007 approved the Scheme of Arrangement effective October 01, 2006.
- SHARE ENTITLEMENT TO THE SHAREHOLDERS
The shareholders of Sical Logistics Ltd, whose names appear on the Register of Members as on the Record Date, as fixed by the Board of Directors of Sical Logistics Ltd and Sicagen India Ltd will be allotted one equity share of Rs 10/- each for every one share held in Sical Logistics Ltd at a premium of Rs 74.50 per share.”
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