Corporate Governance Report as on 31.06.2024
General Information about Company
| Particulars | Details |
|---|---|
| Scrip code | 524709 |
| NSE Symbol | NACLIND |
| MSEI Symbol | NOTLISTED |
| ISIN | INE295D01020 |
| Name of the entity | NACL INDUSTRIES LIMITED |
| Date of start of financial year | 01-04-2024 |
| Date of end of financial year | 31-03-2025 |
| Reporting Quarter | Quarterly |
| Date of Report | 30-06-2024 |
| Risk management committee | Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 2000 listed entities |
I. Composition of Board of Directors (as on 30.06.2024)
Regular Chairperson: Yes | Chairperson not related to MD/CEO
| Sr | Name of Director | DIN | Category | Role / Remarks | Date of Birth |
|---|---|---|---|---|---|
| 1 | LAKSHMI RAJU | 00545776 | Non-Executive – Non Independent Director | Chairperson | 06-11-1974 |
| 2 | VIJAYARAGHAVAN NARAYANAN | 02491073 | Non-Executive – Independent Director | Member - Audit, NRC | 22-07-1949 |
| 3 | SUDHAKAR KUDVA | 02410695 | Non-Executive – Independent Director | Member - Audit, NRC, Risk | 06-12-1950 |
| 4 | RAGHAVENDER MATETI | 06826653 | Non-Executive – Independent Director | Chairperson - NRC, Stakeholders | 29-08-1951 |
| 5 | ATUL CHURIWAL | 00180595 | Non-Executive – Nominee Director | - | 23-12-1963 |
| 6 | RAJESH KUMAR AGARWAL | 00210719 | Non-Executive – Nominee Director | - | 28-09-1969 |
| 7 | PAVAN KUMAR MUNJULURI | 01514557 | Executive Director | CEO & MD | 01-09-1959 |
| 8 | RAMKRISHNA MUDHOLKAR | 00012850 | Non-Executive – Independent Director | - | 10-04-1959 |
| 9 | SAMBASIVA RAO NANNAPANENI | 06400663 | Non-Executive – Independent Director | Member - Audit Committee | 01-07-1955 |
| 10 | VENI MOCHERLA | 08082163 | Non-Executive – Independent Director | Member - CSR Committee | 22-12-1975 |
| 11 | CHANTATI VARADA RAJULU | 09219298 | Non-Executive – Non Independent Director | - | 22-01-1958 |
| 12 | RAJ A KAUL | 00394139 | Non-Executive – Non Independent Director | - | 30-10-1942 |
| 13 | SANTANU MUKHERJEE | 07716452 | Non-Executive – Independent Director | Chairperson - Audit Committee | 29-12-1956 |
| 14 | LAKSHMI KANTAM MANNEPALLI | 07831607 | Non-Executive – Independent Director | - | 04-03-1955 |
Disqualification Status (Sec 164): All directors (1 to 14) are NOT disqualified and hold Active status as per Companies Act, 2013.
Audit Committee Details
Regular Chairperson: Yes
| Sr | DIN Number | Name | Category | Role | Date of Appointment |
|---|---|---|---|---|---|
| 1 | 07716452 | SANTANU MUKHERJEE | Independent Director | Chairperson | 27-11-2023 |
| 2 | 02410695 | SUDHAKAR KUDVA | Independent Director | Member | 07-02-2012 |
| 3 | 02491073 | N VIJAYARAGHAVAN | Independent Director | Member | 06-08-2018 |
| 4 | 06826653 | RAGHAVENDER MATETI | Independent Director | Member | 26-02-2014 |
| 5 | 06400663 | SAMBASIVA RAO NANNAPANENI | Independent Director | Member | 26-03-2020 |
Nomination and Remuneration Committee
Regular Chairperson: Yes
| Sr | DIN Number | Name | Category | Role | Date of Appointment |
|---|---|---|---|---|---|
| 1 | 06826653 | RAGHAVENDER MATETI | Independent Director | Chairperson | 26-02-2014 |
| 2 | 00545776 | LAKSHMI RAJU | Non-Executive Director | Member | 27-05-2017 |
| 3 | 02491073 | N VIJAYARAGHAVAN | Independent Director | Member | 21-10-2022 |
| 4 | 02410695 | SUDHAKAR KUDVA | Independent Director | Member | 21-03-2020 |
| 5 | 07716452 | SANTANU MUKHERJEE | Independent Director | Member | 27-11-2023 |
Stakeholders Relationship Committee
Regular Chairperson: Yes
| Sr | DIN Number | Name | Category | Role | Date of Appointment |
|---|---|---|---|---|---|
| 1 | 06826653 | RAGHAVENDER MATETI | Independent Director | Chairperson | 23-03-2020 |
| 2 | 02491073 | N VIJAYARAGHAVAN | Independent Director | Member | 07-08-2015 |
| 3 | 00545776 | LAKSHMI RAJU | Non-Executive Director | Member | 27-05-2017 |
| 4 | 01514557 | PAVAN KUMAR MUNJULURI | Executive Director | Member | 01-06-2019 |
Risk Management Committee
Regular Chairperson: Yes | Committee comprises of Senior Executives (employees) - DIN not provided
| Sr | DIN Number | Name | Category | Role | Date of Appointment | Remarks |
|---|---|---|---|---|---|---|
| 1 | 02410695 | SUDHAKAR KUDVA | Independent Director | Chairperson | 22-10-2014 | - |
| 2 | 02491073 | N VIJAYARAGHAVAN | Independent Director | Member | 22-10-2014 | - |
| 3 | 01514557 | PAVAN KUMAR MUNJULURI | Executive Director | Member | 01-06-2019 | - |
| 4 | 99999999 | HARISH CHANDRA BIJLWAN | SVP – Operations and Technology | Member | 22-10-2014 | Employee, DIN not provided |
| 5 | 99999999 | Raghava Kuppanna Satyanarayana Prasad | Chief Financial Officer | Member | 22-10-2014 | Employee, DIN not provided |
Corporate Social Responsibility Committee
Regular Chairperson: Yes
| Sr | DIN Number | Name | Category | Role | Date of Appointment |
|---|---|---|---|---|---|
| 1 | 02410695 | SUDHAKAR KUDVA | Independent Director | Chairperson | 30-05-2014 |
| 2 | 02491073 | N VIJAYARAGHAVAN | Independent Director | Member | 30-05-2014 |
| 3 | 00545776 | LAKSHMI RAJU | Non-Executive Director | Member | 27-05-2014 |
| 4 | 01514557 | PAVAN KUMAR MUNJULURI | Executive Director | Member | 01-06-2019 |
| 5 | 08082163 | VENI MOCHERLA | Independent Director | Member | 26-03-2020 |
| 6 | 09219298 | CHANTATI VARADA RAJULU | Non-Executive Director | Member | 24-06-2022 |
III. Meetings of Board of Directors
| Sr | Meeting Date(s) | Max Gap (days) | Quorum | Total Directors | Present | Independent Present |
|---|---|---|---|---|---|---|
| 1 | 23-01-2024 | - | Yes | 14 | 13 | 7 |
| 2 | 28-03-2024 | 64 | Yes | 14 | 13 | 8 |
| 3 | 23-05-2024 | 55 | Yes | 14 | 13 | 8 |
| 4 | 30-05-2024 (Adjourned) | 6 | Yes | 14 | 14 | 8 |
Note: The meeting on 30-05-2024 was adjourned as audit of the Company's Financial Statements for the year ended March 31, 2024 could not be completed as planned. Subsequent meetings were adjourned until the audit was satisfactorily completed and approval of audited financial results was achieved in the adjourned meeting held on June 06, 2024.
IV. Meetings of Committees
Audit Committee Meetings
| Meeting Date(s) | Gap (days) | Quorum | Directors Present | Independent Present | Other Members |
|---|---|---|---|---|---|
| 23-01-2024 | - | Yes | 5 | 5 | 6 |
| 23-05-2024 | 120 | Yes | 5 | 5 | 6 |
| 30-05-2024 | 6 | Yes | 5 | 5 | 6 |
Nomination and Remuneration Committee Meetings
| Meeting Date(s) | Gap (days) | Quorum | Directors Present | Independent Present |
|---|---|---|---|---|
| 11-01-2024 | - | Yes | 5 | 4 |
| 28-02-2024 | 47 | Yes | 5 | 4 |
| 29-02-2024 | 0 | Yes | 5 | 4 |
| 26-03-2024 | 25 | Yes | 5 | 4 |
| 11-04-2024 | 15 | Yes | 5 | 4 |
| 08-05-2024 | 26 | Yes | 5 | 4 |
| 01-06-2024 | 23 | Yes | 5 | 4 |
Other Committee Meetings
| Committee | Meeting Date(s) | Quorum | Directors Present | Independent Present |
|---|---|---|---|---|
| Corporate Social Responsibility Committee | 22-05-2024 | Yes | 6 | 5 |
| Stakeholders Relationship Committee | 22-05-2024 | Yes | 5 | 4 |
| Risk Management Committee | 11-03-2024 | Yes | 5 | 2 |
| Banking Committee (Other) | 11-04-2024 | Yes | 6 | 4 |
V. Related Party Transactions
| Sr | Subject | Compliance status | If status is No details of non-compliance may be given here |
|---|---|---|---|
| 1 | Whether prior approval of audit committee obtained | Yes | - |
| 2 | Whether shareholder approval obtained for material RPT | NA | - |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | - |
VI. Affirmations (LODR Compliance)
| Sr | Subject | Compliance Status |
|---|---|---|
| 1 | Board composition as per SEBI LODR | Yes |
| 2a | Audit Committee composition | Yes |
| 3b | Nomination & Remuneration Committee composition | Yes |
| 4c | Stakeholders Relationship Committee composition | Yes |
| 5d | Risk Management Committee (Top 1000) | Yes |
| 6 | Committee members aware of powers & roles | Yes |
| 7 | Board & Committee meetings conducted per LODR | Yes |
| 8 | Report placed before Board of Directors | Yes |
Investor Grievance Details & Cyber Security
| Particulars | Count |
|---|---|
| Pending complaints at beginning of Quarter | 0 |
| Complaints received during Quarter | 0 |
| Complaints disposed off during Quarter | 0 |
| Unresolved at Quarter end | 0 |
| Cyber Security Incidents (Reg 27(2)(ba)): No incidents or breaches reported during the quarter. | |
Signatory Details
Name of signatory: Satish Kumar Subudhi
Designation: Company Secretary and Compliance Officer
Place: Hyderabad
Date: 20-07-2024
SCORE ID: n00003 | Market Cap Category: Top 2000 Listed Entities | Reporting Type: Quarterly (Original)
