Corporate Governance Report as on 31.12.2024
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 | 31-12-2024 |
| Risk management committee | Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 2000 listed entities |
I. Composition of Board of Directors
Regular Chairperson: Yes | Chairperson not related to MD/CEO
| Sr | Name of Director | DIN | Category | Role | Date of Birth |
|---|---|---|---|---|---|
| 1 | LAKSHMI RAJU | 00545776 | Non-Executive – Non Independent Director | Chairperson | 06-11-1974 |
| 2 | SUDHAKAR KUDVA | 02410695 | Non-Executive – Independent Director | Member - Audit, NRC | 06-12-1950 |
| 3 | ATUL CHURIWAL | 00180595 | Non-Executive – Nominee Director | - | 23-12-1963 |
| 4 | RAJESH KUMAR AGARWAL | 00210719 | Non-Executive – Nominee Director | - | 28-09-1969 |
| 5 | PAVAN KUMAR MUNJULURI | 01514557 | Executive Director | CEO & MD | 01-09-1959 |
| 6 | RAMKRISHNA MUDHOLKAR | 00012850 | Non-Executive – Independent Director | - | 10-04-1959 |
| 7 | SAMBASIVA RAO NANNAPANENI | 06400663 | Non-Executive – Independent Director | Member - Audit | 01-07-1955 |
| 8 | VENI MOCHERLA | 08082163 | Non-Executive – Independent Director | Member - CSR | 22-12-1975 |
| 9 | CHANTATI VARADA RAJULU | 09219298 | Non-Executive – Non Independent Director | - | 22-01-1958 |
| 10 | RAJ KAUL | 00394139 | Non-Executive – Non Independent Director | - | 30-10-1942 |
| 11 | SANTANU MUKHERJEE | 07716452 | Non-Executive – Independent Director | Chairperson - Audit & NRC | 29-12-1956 |
| 12 | LAKSHMI KANTAM MANNEPALLI | 07831607 | Non-Executive – Independent Director | - | 04-03-1955 |
Disqualification Status (Sec 164): All directors (1 to 12) 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 | 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 | 07716452 | SANTANU MUKHERJEE | Independent Director | Chairperson | 07-08-2024 |
| 2 | 02410695 | SUDHAKAR KUDVA | Independent Director | Member | 21-03-2020 |
| 3 | 00545776 | LAKSHMI RAJU | Non-Executive Director | Member | 27-05-2017 |
Stakeholders Relationship Committee
Regular Chairperson: Yes
| Sr | DIN Number | Name | Category | Role | Date of Appointment |
|---|---|---|---|---|---|
| 1 | 02410695 | SUDHAKAR KUDVA | Independent Director | Chairperson | 14-08-2024 |
| 2 | 00545776 | LAKSHMI RAJU | Non-Executive Director | Member | 27-05-2017 |
| 3 | 01514557 | PAVAN KUMAR MUNJULURI | Executive Director | Member | 01-06-2019 |
Risk Management Committee
Regular Chairperson: Yes
| Sr | DIN Number | Name | Category | Role | Date of Appointment | Remarks |
|---|---|---|---|---|---|---|
| 1 | 02410695 | SUDHAKAR KUDVA | Independent Director | Chairperson | 22-10-2014 | - |
| 2 | 01514557 | PAVAN KUMAR MUNJULURI | Executive Director | Member | 01-06-2019 | - |
| 3 | 99999999 | HARISH CHANDRA BIJLWAN | Senior Vice President – Operations and Technology | Member | 22-10-2014 | Senior Executive - 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 | 00545776 | LAKSHMI RAJU | Non-Executive Director | Member | 27-05-2014 |
| 3 | 01514557 | PAVAN KUMAR MUNJULURI | Executive Director | Member | 01-06-2019 |
| 4 | 08082163 | VENI MOCHERLA | Independent Director | Member | 26-03-2020 |
| 5 | 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 | 07-08-2024 | - | Yes | 14 | 13 | 8 |
| 2 | 14-08-2024 | 6 | Yes | 13 | 11 | 7 |
| 3 | 03-10-2024 | 49 | Yes | 12 | 10 | 6 |
| 4 | 24-10-2024 | 20 | Yes | 12 | 10 | 5 |
| 5 | 12-12-2024 | 48 | Yes | 12 | 12 | 6 |
IV. Meetings of Committees
Audit Committee Meetings
| Meeting Date(s) | Gap (days) | Quorum | Directors Present | Independent Present | Other Members |
|---|---|---|---|---|---|
| 07-08-2024 | - | Yes | 5 | 5 | 1 |
| 14-08-2024 | - | Yes | 4 | 4 | 1 |
| 24-10-2024 | 70 | Yes | 3 | 3 | 0 |
| 16-11-2024 | 22 | Yes | 3 | 3 | 0 |
| 12-12-2024 | 25 | Yes | 3 | 3 | 0 |
Nomination and Remuneration Committee Meetings
| Meeting Date(s) | Gap (days) | Quorum | Directors Present | Independent Present |
|---|---|---|---|---|
| 06-08-2024 | - | Yes | 5 | 4 |
| 03-10-2024 | 57 | Yes | 3 | 2 |
| 12-12-2024 | 69 | Yes | 3 | 2 |
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: 21-01-2025
SCORE ID: n00003 | Market Cap Category: Top 2000 Listed Entities | Reporting Type: Quarterly (Original)
