Corporate Governance Report as on 31.03.2025
General Information about Company
| Particulars | Details |
|---|---|
| Scrip code | 524709 |
| NSE Symbol | NACLIND |
| MSEI Symbol | NOTLISTED |
| ISIN | INE295D01020 |
| Name of the entity | NACL INDUSTRIES LIMITED |
| Financial Year | 01-04-2024 to 31-03-2025 |
| Reporting Quarter Type | Yearly (as on 31-03-2025) |
| Type of company | Equity |
| Annexure I (Part A) – Compliance Report on CG | Applicable – Yes |
| Annexure I (Part B) – Investor Grievance | Applicable – Yes |
| Annexure I (Part C) – Acquisition of Shares in Unlisted Cos | Not Applicable |
| Annexure I (Part D) – Imposition of Fine/Penalty | Applicable – Yes |
| Annexure I (Part E) – Tax Litigations/Disputes | Not Applicable |
| Annexure I (Part F) – Loans/Guarantees etc. | Not Applicable |
| Risk Management Committee | Applicable (Top 2000 entity) |
| Market Capitalisation Category | Top 2000 listed entities |
| SCORE ID Available | Yes (N00003) |
| Type of Submission | Original |
I. Composition of Board of Directors
Regular Chairperson: Yes | Chairperson not related to MD/CEO
| Sr | Name | DIN | Category | Role / Remarks | Date of Birth |
|---|---|---|---|---|---|
| 1 | Mrs. LAKSHMI RAJU | 00545776 | Non-Executive – Non Independent Director | Chairperson | 06-11-1974 |
| 2 | Mr. SUDHAKAR KUDVA | 02410695 | Non-Executive – Independent Director | Member - Audit, NRC, Risk | 06-12-1950 |
| 3 | Mr. ATUL CHURIWAL | 00180595 | Non-Executive – Nominee Director | - | 23-12-1963 |
| 4 | Mr. RAJESH KUMAR AGARWAL | 00210719 | Non-Executive – Nominee Director | - | 28-09-1969 |
| 5 | Mr. PAVAN KUMAR MUNJULURI | 01514557 | Executive Director | CEO & MD (ceased 12-03-2025) | 01-09-1959 |
| 6 | Mr. RAMKRISHNA MUDHOLKAR | 00012850 | Non-Executive – Independent Director | - | 10-04-1959 |
| 7 | Mr. SAMBASIVA RAO NANNAPANENI | 06400663 | Non-Executive – Independent Director | Member - Audit Committee | 01-07-1955 |
| 8 | Ms. VENI MOCHERLA | 08082163 | Non-Executive – Independent Director | Member - CSR Committee | 22-12-1975 |
| 9 | Mr. CHANTATI VARADA RAJULU | 09219298 | Non-Executive – Non Independent Director | Resigned 12-03-2025 | 22-01-1958 |
| 10 | Mr. RAJ KAUL | 00394139 | Non-Executive – Non Independent Director | - | 30-10-1942 |
| 11 | Mr. SANTANU MUKHERJEE | 07716452 | Non-Executive – Independent Director | Chairperson - Audit & NRC | 29-12-1956 |
| 12 | Mrs. LAKSHMI KANTAM MANNEPALLI | 07831607 | Non-Executive – Independent Director | - | 04-03-1955 |
| 13 | Mr. GARIMELLA VEERA BHADRAM | 00114611 | Executive Director | Appointed 12-03-2025 | 17-06-1958 |
Disqualification Status (Sec 164): All directors (1 to 13) are NOT disqualified and hold Active status as per Companies Act, 2013.
I. Committee Composition (As per LODR)
Audit Committee (Regular Chairperson: Yes)
| DIN | Name | Category | Role | Appointment Date |
|---|---|---|---|---|
| 07716452 | SANTANU MUKHERJEE | Independent Director | Chairperson | 27-11-2023 |
| 02410695 | SUDHAKAR KUDVA | Independent Director | Member | 07-02-2012 |
| 06400663 | SAMBASIVA RAO NANNAPANENI | Independent Director | Member | 26-03-2020 |
Nomination and Remuneration Committee
| DIN | Name | Category | Role | Appointment Date |
|---|---|---|---|---|
| 07716452 | SANTANU MUKHERJEE | Independent Director | Chairperson | 27-07-2023 |
| 02410695 | SUDHAKAR KUDVA | Independent Director | Member | 21-03-2020 |
| 00545776 | LAKSHMI RAJU | Non-Executive Director | Member | 27-05-2017 |
Stakeholders Relationship Committee
| DIN | Name | Category | Role | Remarks |
|---|---|---|---|---|
| 02410695 | SUDHAKAR KUDVA | Independent Director | Chairperson | - |
| 00545776 | LAKSHMI RAJU | Non-Executive Director | Member | - |
| 01514557 | PAVAN KUMAR MUNJULURI | Executive Director | Member (ceased 12-03-2025) | Resignation |
| 00114611 | GARIMELLA VEER ABHADRAM | Executive Director | Member (appointed 12-03-2025) | - |
Risk Management Committee
| DIN | Name | Category | Role | Remarks |
|---|---|---|---|---|
| 02410695 | SUDHAKAR KUDVA | Independent Director | Chairperson | - |
| 01514557 | PAVAN KUMAR MUNJULURI | Executive Director | Member (ceased 12-03-2025) | - |
| 99999999 | HARISH CHANDRA BIJLWAN | SVP – Operations & Technology | Member | Employee, DIN not applicable |
| 00114611 | GARIMELLA VEER ABHADRAM | Executive Director | Member (appointed 12-03-2025) | - |
Corporate Social Responsibility (CSR) Committee
| DIN | Name | Role | Status |
|---|---|---|---|
| 02410695 | SUDHAKAR KUDVA | Chairperson | Active |
| 00545776 | LAKSHMI RAJU | Member | Active |
| 01514557 | PAVAN KUMAR MUNJULURI | Member (ceased 12-03-2025) | Resignation |
| 08082163 | VENI MOCHERLA | Member | Active |
| 09219298 | CHANTATI VARADA RAJULU | Member (ceased 12-03-2025) | Resignation |
| 00114611 | GARIMELLA VEER ABHADRAM | Member | Appointed 12-03-2025 |
Note: Risk Management Committee includes senior executive (Employee) – DIN not provided. All committees compliant with SEBI LODR Regulations.
III. Meetings of Board of Directors & Committees
Board Meetings (During FY 2024-25)
| Sr | Meeting Date(s) | Max Gap (days) | Quorum | Total Directors | Present | Independent Present |
|---|---|---|---|---|---|---|
| 1 | 03-10-2024 | - | Yes | 12 | 10 | 6 |
| 2 | 24-10-2024 | 20 | Yes | 12 | 10 | 5 |
| 3 | 12-12-2024 | 48 | Yes | 12 | 12 | 6 |
| 4 | 13-01-2025 | 31 | Yes | 12 | 11 | 6 |
| 5 | 12-02-2025 | 29 | Yes | 12 | 10 | 4 |
Key Committee Meetings (Audit, NRC, Stakeholders)
| Committee | Meeting Dates | Gap (days) | Quorum | Directors Present | Independent Present |
|---|---|---|---|---|---|
| Audit Committee | 24-10-2024, 16-11-2024, 12-12-2024, 12-02-2025 | 22,25,61 | Yes | 3/3 | 3 |
| Nomination & Remuneration | 03-10-2024, 12-12-2024, 13-01-2025, 07-03-2025, 12-03-2025 | 69,31,52,4 | Yes | 3/3 | 2 |
| Stakeholders Relationship | 07-03-2025 | - | Yes | 3 | 3 |
All meetings conducted with proper quorum as per LODR Regulations, 2015. Maximum gap between meetings maintained within prescribed limits except one observation rectified.
IV. Affirmations (LODR Compliance)
| Sr | Subject | Compliance Status |
|---|---|---|
| 1 | Board composition as per SEBI LODR | Yes |
| 2a | Audit Committee composition | Yes |
| 3b | Nomination & Remuneration Committee | Yes |
| 4c | Stakeholders Relationship Committee | 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 & 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. | |
Disclosure of Imposition of Fine / Penalty (Part D)
| Sr | Authority | Nature of Action / Order | Date | Violation Details | Impact (INR) |
|---|---|---|---|---|---|
| 1 | Superintendent Patna City Range, Bihar | GST demand (incl. interest & penalty) | 12-02-2025 | Sec 74 of GST Act, 2017 – wrong availment for F.Y 2017-18 | ₹1,55,705/- |
| 2 | Excise and Taxation Officer, Hisar, Haryana | GST demand (incl. interest & penalty) | 18-02-2025 | Section 73 of GST Act, 2017 | ₹24,834/- |
| 3 | Govt of Maharashtra Legal Metrology | Penalty for labeling non-compliance | 31-01-2025 | Max Retail sale price not printed on product label | ₹50,000/- |
The Company is appealing against the GST demands where applicable; no material impact on operations. Penalties are within regulatory compliance process.
Annexure II – Website Disclosures (Reg 46)
| Item | Compliance | Web Reference |
|---|---|---|
| Details of business | Yes | https://naclind.com/our-businesses/ |
| Memorandum & Articles of Association | Yes | https://naclind.com/investor-relations/disclosure-under-regulation-46/ |
| Board Profile & Committees | Yes | https://naclind.com/board-of-directors/ |
| Code of Conduct, Vigil Mechanism, RPT Policy | Yes | https://naclind.com/investor-relations/ |
| Financial Results & Shareholding Pattern | Yes | https://naclind.com/investor-relations/financial-results/ |
| Secretarial Compliance Report | Yes | Annual secretarial compliance report 2023-24 |
| Dividend Distribution Policy | Yes | Policy available on website |
| Material Subsidiary Policy & others | Yes | Disclosures under Reg 46(2) |
All disclosures under Regulation 46(2) are maintained and updated on the Company’s website in a separate section.
Signatory & Certification
Name: Satish Kumar Subudhi
Designation: Company Secretary and Compliance Officer
Place: Hyderabad
Date: 30-04-2025
This Corporate Governance Report is prepared in compliance with SEBI Circular dated December 31, 2024, and Regulation 27(2) of SEBI (LODR) Regulations, 2015. The information is based on official records, disclosures submitted to stock exchanges, and board meetings held during the financial year 2024-25.
SCORE ID: N00003 | Market Cap Category: Top 2000 Listed Entities | Reporting Type: Original (Yearly)

