Dear Shareholders,
 
 The directors are pleased to present this fifty sixth annual report of
 your company and the audited accounts for the year ended 31 March 2011.
 
 FINANCIAL REVIEW
 
 The financial results for the year ended 31 March 2011 are summarized
 below:
 
                                                    (in Rs crore)
 
 Year ended 31 March                             2011        2010
 
 Sales and other income                        570.48       537.40
 
 Profit before interest, depreciation and tax   27.56        44.27
 
 Interest                                       11.44        17.19
 
 Cash profit                                    16.12        27.07
 
 Depreciation                                   11.33        11.63
 
 Profit before tax                               4.79        15.45 
 
 Provision for tax                             (8.22)       (0.06)
 
 Exceptional Items                               2.25      (10.86)
 
 Net profit                                     10.76       26.36
 
 Earnings per share (EPS) in Rs (after 
 exceptional items)                              2.72        6.67
 
 DIVIDEND
 
 In order to meet the capital expenditure related to the execution of
 the on-going projects, your directors wish to conserve the resources
 and hence are not recommending any dividend for the FY 2010-11.
 
 SHARE CAPITAL
 
 The Authorised Equity Share Capital of the Company was enhanced to Rs.
 60 crores with the due approval of the shareholders at the
 Extra-ordinary General Meeting held on 14 December 2010. 1,60,80,010
 equity shares of Rs 10/- each at a Premium of Rs 66/-per share were
 allotted on 01 April 2011 to M/s Tanglin Retail Reality Developments
 Private Limited on preferential basis after obtaining necessary
 approvals from the Stock Exchanges.  Now the paid-up capital of the
 Company stands at 55601694 equity shares of Rs.10 each amounting to Rs.
 55,60,16,940.
 
 CHANGE IN MANAGEMENT
 
 The Board of Directors at their meeting held on 13 November 2010
 proposed to issue and allot 1,60,80,010 equity shares to M/s Tanglin
 Retail Reality Developments Private Limited on preferential basis
 subject to shareholders approval in order to raise funds for redemption
 of outstanding FCCBs as well for utilizing towards the on-going
 projects. Since such an allotment would exceed 1 5% of shareholding by
 M/s Tanglin Retail Reality Developments Private Limited, in accordance
 with the SEBI [SAST] Regulations, 1997, they made a Public Announcement
 on 15 November 2010 for acquisition of additional 1,17.07,608 equity
 shares constituting 20% of the emerging voting capital of the Company
 from the public shareholders. Letter of Offer were sent to the
 shareholders by M/s Tanglin and the Offer was open during the period 05
 August 2011 to 24 August 2011.  Since the shares surrendered under the
 Open Offer were more, pro-rata acceptance was made.  After due
 completion of all the formalities under the Open Offer, M/s Tanglin
 Retail Reality Developments Private Limited were inducted as
 Co-promoters of the Company w.e.f. 26 September 2011. The Board was
 also reconstituted on 26 September 2011.
 
 REDEMPTION OF FCCBs
 
 The Company has redeemed the outstanding FCCBs of face value USD 36.75
 Million with a maturity value of USD 50.16 million on the maturity date
 viz. 19 April 2011.
 
 PERFORMANCE
 
 Ihe company''s revenues for 2010-11 were Rs. 570.48 crore as against Rs.
 537,40 crore in the previous year while profit after tax was Rs. 10.76
 crore as against Rs. 26.36 crore in 2009-10. Profit before interest and
 depreciation for 2010-11 was Rs. 27.56 crore against Rs. 44.27 crore a
 year ago.
 
 Business overview of various divisions of the company is given in the
 succeeding paragraphs.
 
 Port Handling
 
 This division operates in the ports of Chennai, Ennore, Tuticorin,
 Visakhapatnam, Coa and Mangalore. The major activities of this division
 are Stevedoring, Terminal operations and JD V which is an exclusive
 berth available for the Company at the Chennai Port. Cargoes handled at
 the various ports vary from Coal, Dolomite, Iron Ore, Steel products,
 Rock Phosphate and other general cargoes. The total volume handled by
 Sical at the various ports during FY 2010-11 was 27.257 million MT as
 against 25.54 million MT in FY 2009-10.
 
 Customs House Agency
 
 This division acts as an agency for clearing and forwarding goods
 through customs for imports and exports.  This division handled 11.19
 million MTs (12.21 million MTs in the previous year) of bulk cargo and
 5,850 TEUs (5,514 TEUs in the previous year) of containerized cargo
 during the year under review. The cargoes handled vary from Coal, Iron
 Ore, Project Cargo, Capital Goods, Cement, Pulses, Non Ferrous Alloys
 and Steel in various forms.
 
 Ship Agency
 
 This division facilitates and ensures quick turnaround of the ships at
 berth at all major ports.  During the year under review, the division
 improved its performance by handling 245 vessels (209 vessels in the
 previous year) |tt various ports in the country handling both dry and
 liquid bulk.
 
 Trucking
 
 This division is engaged in transporting cargoes such as dry bulk,
 liquid bulk, ODC and project equipments.  The company currently owns
 253 trucks and hires additional trucks based on consignments on a daily
 basis. The volume of cargo handled during the previous fiscal year was
 13.11 lakh AAT (17.60 lakh MTs in the previous year).
 
 Container Logistics
 
 Sical Distriparks Limited, a subsidiary of the Company, offers
 container logistics solutions with container yards, bonded and general
 warehousing, reefer storage and third party logistics for both import
 and export containers at container freight stations at Chennai, Vizag
 and Tuticorin. The total volume handled during 2010-11 was 122,870 TEUs
 as against 111,926 TEUs in the previous year.
 
 Rail Operations
 
 Sical Multimodal and Rail Transport Ltd, a subsidiary of the Company is
 engaged in rail operations and owns 7 rakes which are run between
 various routes in India. This SPV handled 18835 TEU''s in the previous
 year. The Company is in the process of developing its own rail
 terminals at Chennai and Bangalore which will be completed in the year
 2012.
 
 Container Terminal
 
 PSA SICAL Terminals Limited, a joint venture with Port of Singapore
 Authority operates a container terminal at Tuticorin. In 2010-11, the
 company handled container volumes of 445,449 TEUs as against 426,184
 TEUs in the previous year.
 
 Dredging Operations
 
 Norsea Offshore India Limited, a wholly owned subsidiary of the Company
 owns and operates a Cutter Suction Dredger SICAL Portofino. During
 the year 2010-11, the dredger was deployed at Karaikal Port.
 
 SUBSIDIARIES AND JOINT VENTURES
 
 Key subsidiaries and joint ventures are below -
 
 Sical Infra Assets Limited
 
 Sical Infra Assets Limited was formed for the purpose of housing
 infrastructure assets and undertaking infrastructure projects. Sical
 Distriparks Limited and Sical Multimodal and Rail Transport Limited are
 subsidiaries of this SPV. Further this SPV also has two other
 subsidiaries, namely, Nagpur Sical Gupta Road Terminal Limited and
 Nagpur Sical Gupta Logistics Limited.
 
 - Nagpur Sical Gupta Road Terminal Ltd
 
 The Company has signed a concession agreement with Maharashtra Airport
 Development Corporation to develop a road terminal at Mihan.
 
 * Nagpur Sical Gupta Logistics Ltd
 
 The Company has been formed to develop a rail terminal at Mihan.
 
 However, due to the prevailing adverse market conditions and on account
 of non development of the proposed SEZ at Mihan and the delay in the
 International airport coming up at Nagpur, the project has not
 progressed further.
 
 2 Sical Iron Ore Terminals Ltd
 
 Sical Iron Ore Terminals Limited has developed a 6 million ton Iron ore
 terminal at Ennore Port on BOT basis. The project was completed and is
 ready for commercial operations. The terminal could not commence its
 operation due to the ban imposed by the Government of Kamataka on
 mining and transporting of Iron Ore from Karnataka region. This SPV is
 exploring the alternative use for the terminal.
 
 3 PSA Sical Terminals Ltd
 
 PSA SICAL Terminals Limited, a joint venture with Port of Singapore
 Authority operates a container terminal at Tuticorin.
 
 4 Sical Iron Terminal [Mangalore] Limited
 
 Sical Logistics Limited has entered into a Concession Agreement with
 the New Mangalore Port Trust for the setting up of mechanized Iron Ore
 handling facilities at the deep draft multipurpose berth of New
 Mangalore Port on BOT basis. The Project activities have been
 initiated.  
 
 5 Ennore Automotive Logistics Limited
 
 Ennore Automotive Logistics Limited is a Joint Venture with Mitsui OSK
 Lines Limited and Toyo Fuji Shipping Co. Ltd., Japan for the operation
 and maintenance of car yard at Ennore Port for handling the export
 cars.
 
 6 Norsea Offshore India Limited
 
 Norsea Offshore India Limited, a wholly owned subsidiary of the Company
 owns and operates a Cutter Suction Dredger SICAL Portofino.
 
 DIVESTMENT
 
 During the year under review, the Company divested its stake in the
 Chennai International Terminals Private Limited.
 
 SUBSIDIARY COMPANIES ACCOUNTS
 
 As per Section 212 of the Companies Act, 1956, the company is required
 to attach Director''s report, Balance sheet and Profit and loss account
 of subsidiaries. The Ministry of Corporate Affairs, Government of India
 vide its circular no. 2/2011 dated 8 February 2011 has provided an
 exemption to companies from complying with Section 212, provided the
 Board approves the proposal and such companies publish the audited
 consolidated financial statements in the Annual Report. Accordingly,
 the Annual Report for 2010 - 11 does not contain the financial
 statements of the subsidiaries. The audited annual accounts and related
 information of the subsidiaries, where applicable, will be made
 available upon request. These documents will also be available for
 inspection during business hours at the registered office of the
 company at Chennai. The same will also be published on the company''s
 website www.sical.com.
 
 AWARDS AND ACCOLADES
 
 During the year under review,
 
 - The Company was chosen as the Best Stevedore and Logistics Company of
 the year at the South East CEO Conclave and Awards 2010.
 
 - Award for highest Tonnage handled by the CHA and Best Performer of
 the year - CF1A for the year 2010-11 from the Chennai Port Trust.
 
 DIRECTORS
 
 Shri HR Srinivasan who is longest in the Office retire by rotation at
 this annual general meeting and being eligible, offer himself for
 re-election.
 
 Shri Shyam Sundar SC and Shri Vinod P Ciri. Nominee Directors - IDFC PE
 resigned from the directorship effective 13 Nov 2010.
 
 Shri Ashwin C Muthiah, Shri Dhananjay N Mungale, Shri Sanjiv Ralph
 Noronha and Shri Mano Vikrant Singh, Directors resigned from the
 directorship effective 26 Sep 2011.
 
 Shri LR Sridhar resigned from the position of the Managing Director
 effective 26 Sep 2011.
 
 Shri R Ram Mohan, Shri Kush Desai, Shri S R Ramakrishnan and Shri AS
 Sundaresha were co-opted as additional directors on 26 Sep 2011 and
 they shall hold office until the ensuing AGM of the Company. Being
 eligible, they seek appointment as Directors of the Company at the
 ensuing Annual General Meeting of the Company.
 
 Shri R Ram Mohan was appointed Managing Director of the Company for a
 period of 5 years from 26 Sep 2011.
 
 AUDITORS
 
 M/s CNGSN & Associates, Chartered Accountants, retire at the conclusion
 of this annual general meeting and being eligible offer themselves for
 re-appointment.
 
 FIXED DEPOSITS
 
 The provisions of Section 58-A of the Companies Act, 1956, relating to
 the acceptance/renewal of fixed deposits, have been complied with. The
 Board of Directors at the meeting held on 25 May 2010 decided not to
 invite deposits from the public from the year 2010 onwards. Accordingly
 no fresh deposits were accepted subsequent to the last Annual Genera!
 Meeting. The value of matured and unclaimed deposits as on 31 March
 2011 amounted to Rs. 95.03 lakh, out of which Rs. 12.88 lakh have since
 been refunded during the current financial year 2011-12.
 
 DEMATERIALISATION OF EQUITY SHARES 
 
 3,68.27,498 equity shares representing 93.18% of the company''s paid-up
 share capital have been dematerialized as of 31 March 2011.
 Shareholders who continue to hold shares in physical form are advised
 to dematerialize their shares.
 
 CORPORATE GOVERNANCE
 
 The company has complied with the provisions of Clause 49 of the
 Listing Agreement relating to Corporate Governance. A report on
 corporate governance along with the statutory auditors'' certificate and
 the management discussion and analysis report form part of this annual
 report.
 
 STATUTORY INFORMATION
 
 1 Under Section 217 [2AA] of the Companies Act, 1956, the board of
 directors report that: in the preparation of annual accounts, the
 applicable accounting standards have been followed with no material
 departures; they have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and of the profit or
 loss of the company for that period;
 
 They have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the company and for
 preventing and detecting fraud and other irregularities;
 
 They have prepared the annual accounts on a going concern basis.
 
 2 The particulars required under Section 217 [1] [e] of the Companies
 Act, 1956, read with the rules framed under it are not applicable since
 the company is engaged in the business of providing logistics services.
 However, details of foreign exchange earnings and outgo are furnished
 in Annexure I to this report.
 
 3 The particulars required under Section 217[2A] of the Companies Act,
 1956 and the Companies [Particulars of Employees] Rules, 1975 as
 amended, are annexed as Annexure II to this report.
 
 RELATIONSHIP WITH EMPLOYEES
 
 The directors wish to place on record their sincere appreciation to all
 the employees for their sincere and dedicated contribution for the
 progress of the Company.
 
 ACKNOWLEDGEMENT
 
 The directors wish to thank the company''s bankers, financial
 institutions, port and customs authorities, foreign collaborators,
 suppliers, statutory regulators, governmental agencies, investors and
 customers for their continued support at all times.
 
                                   For and on behalf of the Board
 
 Place  Bengaluru                                     R RAM MOHAN
 
 Date   14 Nov 2011                             Managing Director