Sical Logistics Ltd (BSE: 520086 NSE: SICAL Reuters: SICA.BO Bloomberg: SIC@IN), India’s leading provider of integrated multi-modal logistics solutions for bulk and containerized cargo and offshore logistics, has received the order from the Hon’ble High Court of Madras, sanctioning the de-merger of its non logistics businesses into a wholly owned subsidiary, Sicagen India Limited, with effect from 1 October 2006.

The approval marks the successful completion of the de-merger process which was initiated by Sical in the beginning of 2007. The de-merger is an important step in the company’s restructuring efforts and will enable dedicated focus on its core business of bulk, container and offshore logistics.

As per the Scheme sanctioned by the Hon’ ble High Court, all the shareholders of Sical will be allotted one equity share in Sicagen at a premium of Rs.74.50 per share, credited as fully paid up for every one share held in Sical. The present issued, subscribed and paid up equity share capital of Sicagen is Rs 5 lac with 50,000 shares of Rs 10 each. The entire paid up capital of Sicagen is currently held by Sical and its nominees.

The equity shares of Sicagen will be listed in the Bombay and National Stock Exchanges, subject to necessary compliance of statutory and listing requirements. The new equity share holders of Sicagen will rank pari pasu for dividends, voting rights at par with the equity holders of Sical.

As a result of the de-merger, Sicagen will consist of trading and service undertakings and coffee plantations. The trading companies will consist of Building materials and Vehicle sales while the services undertakings will consist of Travel related services, Ship building and repairs, Governor services and Windmill generation. The assets and liabilities of the said undertakings will be transferred to Sicagen, at the values appearing on the books of Sical as of 30 September ‘06. The transfer will include all movable and immovable assets, liabilities, including all intellectual property rights, books, records and requisite documents pertaining to the business of the company.

On the demerger, Ashwin C Muthiah, Chairman, Sical Logistics said, “I am delighted at the successful completion of the de-merger of our non-logistics business. It is an important milestone in our journey of transforming Sical into a pure play logistics company providing world class integrated multi-modal logistics solutions. The de-merger is expected to bring in greater operational efficiency for both Sical and Sicagen and enable faster value led growth. It will also greatly enhance shareholder value and help us continue our leadership in the logistics industry.”

Sical had commenced the process of business restructuring with the approval of shareholders at the Extra-ordinary General Meeting on 6 January ‘06, with renewed focus on its core business of logistics and as a result, decided to exit its non-logistics businesses.

The company sold the following non-core businesses in FY 2006-‘07:

• Vanagaram Refractories Works Industries Ltd (VRW), a division that manufactures refractory bricks.
• 100% subsidiary Mac Oil Palm Ltd.
• Agri-bioproducts, a division that manufactures pesticides.
• Manufacturing facilities and assets of the auto components division, Indrad Auto Components.
• Other non core business including drums, specialty chemicals and flexible shafts.

The non logistics entity was named Sicagen India Ltd, effective 10 February ‘06, after obtaining the necessary approvals. The company filed the applications before the High Court of Madras for approving a Scheme of Arrangement (de-merger) between Sical and Sicagen on 29 July ‘07, after obtaining the No Objection from the National Stock Exchange and Bombay Stock Exchange. The court convened meeting was held on 21 September ‘07 and subsequently the company petition was filed on behalf of Sicagen on 3 September ‘07 and on behalf of Sical on 4 October ‘07.

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About Sical

Sical Logistics Ltd is India’s leading integrated multi-modal bulk and containerized logistics solutions provider handling around 22mn tones of bulk cargo as well as over 5,00,000 TEUs of containerized cargo. Headquartered in Chennai in the south of India, Sical (formerly South India Corporation Agencies Limited) is listed on the Mumbai Stock Exchange and the National Stock Exchange.

The services of the company are segmented as:

v Bulk- Stevedoring/ Port terminals/ Customs and agency services/ trucking/ railroad/ warehousing

v Container- Container terminals/ ICDs/CFS

v Offshore- O&M of Platform Supply Vessels/ owning PSV

Sical's delivery network includes an exclusive walk-in berth at Chennai for ships carrying bulk cargo; a container terminal at Tuticorin, 4.5 lakh square feet of storage across over 100 warehouses; owned and regularly contracted fleet of over 2500 transport vehicles, and container freight stations at 4 locations across India. Sical's FY2006-07 revenue was Rs 9.90 billion on Rs 301.9 million equity capital.