NACL Industries Limited

Corporate Governance Report as on 30.06.2024

HomeInvestor RelationsFinancial ResultsCorporate Governance Report as on 30.06.2024

General information about company
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

 

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth
1 Mrs LAKSHMI RAJU ACHPR8512K 00545776 Non-Executive – Non Independent Director Chairperson 06-11-1974
2 Mr VIJAYARAGHAVAN NARAYANAN ADAPV4922B 02491073 Non-Executive – Independent Director Not Applicable 22-07-1949
3 Mr SUDHAKAR KUDVA AABPK1200D 02410695 Non-Executive – Independent Director Not Applicable 06-12-1950
4 Mr RAGHAVENDER MATETI ABGPM7187F 06826653 Non-Executive – Independent Director Not Applicable 29-08-1951
5 Mr ATUL CHURIWAL ADKPC2492H 00180595 Non-Executive – Nominee Director Not Applicable 23-12-1963
6 Mr RAJESH KUMAR AGARWAL ACKPA0924D 00210719 Non-Executive – Nominee Director Not Applicable 28-09-1969
7 Mr PAVAN KUMAR MUNJULURI ACQPM0616A 01514557 Executive Director Not Applicable CEO-MD 01-09-1959
8 Mr RAMKRISHNA MUDHOLKAR AARPM6489Q 00012850 Non-Executive – Independent Director Not Applicable 10-04-1959
9 Mr SAMBASIVA RAO NANNAPANENI ABOPN3578P 06400663 Non-Executive – Independent Director Not Applicable 01-07-1955
10 Ms VENI MOCHERLA AUXPM7488F 08082163 Non-Executive – Independent Director Not Applicable 22-12-1975
11 Mr CHANTATI VARADA RAJULU AEEPR2947H 09219298 Non-Executive – Non Independent Director Not Applicable 22-01-1958
12 Mr RAJ A KAUL AANPK2123R 00394139 Non-Executive – Non Independent Director Not Applicable 30-10-1942
13 Mr SANTANU MUKHERJEE AEIPM5485M 07716452 Non-Executive – Independent Director Not Applicable 29-12-1956
14 Ms LAKSHMI KANTAM MANNEPALLI AFYPM5257L 07831607 Non-Executive – Independent Director Not Applicable 04-03-1955

 

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status
1 No Active
2 No Active
3 No Active
4 No Active
5 No Active
6 No Active
7 No Active
8 No Active
9 No Active
10 No Active
11 No Active
12 No Active
13 No Active
14 No Active

 

I. Composition of Board of Directors
Sr Whether special resolution passed?
[Refer Reg. 17(1A) of Listing Regulations]		 Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of
cessation		 Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 NA 24-06-2004 24-06-2004 1 0 1 0
2 Yes 31-08-2022 28-07-2022 28-07-2022 23.4 1 1 2 0
3 Yes 31-08-2022 05-08-2017 05-08-2022 82.27 3 3 4 1
4 NA 09-08-2014 09-08-2019 118.23 2 2 3 1
5 NA 29-05-2019 29-05-2019 1 0 0 0
6 NA 29-05-2019 29-05-2019 1 0 0 0
7 NA 01-06-2019 01-06-2022 1 0 1 0
8 NA 04-11-2019 04-11-2019 55.27 1 1 0 0
9 NA 14-02-2020 14-02-2020 49 1 1 1 0
10 NA 26-03-2020 26-03-2020 51.06 2 2 0 0
11 NA 24-06-2022 24-06-2022 1 0 0 0
12 Yes 04-05-2023 05-05-2023 05-05-2023 1 0 0 0
13 NA 27-07-2023 27-07-2023 11.05 6 6 7 3
14 NA 23-01-2024 23-01-2024 5.09 2 2 1 1

Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 07716452 SANTANU MUKHERJEE Non-Executive – Independent Director Chairperson 27-11-2023
2 02410695 SUDHAKAR KUDVA Non-Executive – Independent Director Member 07-02-2012
3 02491073 N VIJAYARAGHAVAN Non-Executive – Independent Director Member 06-08-2018
4 06826653 RAGHAVENDER MATETI Non-Executive – Independent Director Member 26-02-2014
5 06400663 SAMBASIVA RAO NANNAPANENI Non-Executive – Independent Director Member 26-03-2020

Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 06826653 RAGHAVENDER MATETI Non-Executive – Independent Director Chairperson 26-02-2014
2 00545776 LAKSHMI RAJU Non-Executive – Non Independent Director Member 27-05-2017
3 02491073 N VIJAYARAGHAVAN Non-Executive – Independent Director Member 21-10-2022
4 02410695 SUDHAKAR KUDVA Non-Executive – Independent Director Member 21-03-2020
5 07716452 SANTANU MUKHERJEE Non-Executive – Independent Director Member 27-11-2023

Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 06826653 RAGHAVENDER MATETI Non-Executive – Independent Director Chairperson 23-03-2020
2 02491073 N VIJAYARAGHAVAN Non-Executive – Independent Director Member 07-08-2015
3 00545776 LAKSHMI RAJU Non-Executive – Non Independent Director Member 27-05-2017
4 01514557 PAVAN KUMAR MUNJULURI Executive Director Member 01-06-2019

Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 02410695 SUDHAKAR KUDVA Non-Executive – Independent Director Chairperson 22-10-2014
2 02491073 N VIJAYARAGHAVAN Non-Executive – Independent Director Member 22-10-2014
3 01514557 PAVAN KUMAR MUNJULURI Executive Director Member 01-06-2019
4 99999999 HARISH CHANDRA BIJLWAN Senior Vice President – Operations and Technology Member 22-10-2014 Textual Information(1)
5 99999999 Raghava Kuppanna Satyanarayana Prasad Chief Financial Officer Member 22-10-2014 Textual Information(2)

 

Sr Text Block
Textual Information(1)
The Committee comprises of Senior Executive who are employee of the Company and accordingly DIN has not been provided.
Textual Information(2)
The Committee comprises of Senior Executive who are employee of the Company and accordingly DIN has not been provided.

Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 02410695 SUDHAKAR KUDVA Non-Executive – Independent Director Chairperson 30-05-2014
2 02491073 N VIJAYARAGHAVAN Non-Executive – Independent Director Member 30-05-2014
3 00545776 LAKSHMI RAJU Non-Executive – Non Independent Director Member 27-05-2014
4 01514557 PAVAN KUMAR MUNJULURI Executive Director Member 01-06-2019
5 08082163 VENI MOCHERLA Non-Executive – Independent Director Member 26-03-2020
6 09219298 CHANTATI VARADA RAJULU Non-Executive – Non Independent Director Member 24-06-2022

Other Committee
Sr DIN Number Name of Committee members Name of other committee Category 1 of directors Category 2 of directors Remarks

 

Annexure 1

Annexure 1

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (if any) in the previous quarter Date(s) of meeting (if any) in the current quarter Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present*
(All directors including Independent Director)		 No. of Independent Directors attending the meeting*
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 6
The Meeting adjourned as audit of the Company’s Financial Statements for the year ended March 31, 2024 could not be complete as planned. Subsequent meetings of board had to be further adjourned until the audit could satisfactiorly completed and the aforesaid approval of the audited financial results was finally achieved in the adjourned meeting held on June 06, 2024.
 Yes 14 14 8

 

Annexure 1

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 23-01-2024 Yes 5 5 5 6
2 Audit Committee 23-05-2024 120 Yes 5 5 5 6
3 Audit Committee 30-05-2024 6 Yes 5 5 5 6
4 Nomination and remuneration committee 11-01-2024 Yes 5 4 3 0
5 Nomination and remuneration committee 28-02-2024 47 Yes 5 5 4 0
6 Nomination and remuneration committee 29-02-2024 0 Yes 5 5 4 0

 

Annexure 1

IV. Meeting of Committees
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
7 Nomination and remuneration committee 26-03-2024 25 Yes 5 5 4 0
8 Nomination and remuneration committee 11-04-2024 15 Yes 5 5 4 0
9 Nomination and remuneration committee 08-05-2024 26 Yes 5 4 3 0
10 Nomination and remuneration committee 01-06-2024 23 Yes 5 4 4 0
11 Corporate Social Responsibility Committee 22-05-2024 Yes 6 5 3 0
12 Stakeholders Relationship Committee 22-05-2024 Yes 5 4 3 0
13 Risk Management Committee 11-03-2024 Yes 5 5 2 0
14 Other Committee 11-04-2024 Banking Committee Meeting Yes 6 6 4 0

 

Annexure 1

V. Related Party Transactions
Sr Subject Compliance status (Yes/No/NA) 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

Annexure 1

VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015
a. Audit Committee		 Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes

 

Annexure 1
Sr Subject Compliance status
1 Name of signatory Satish Kumar Subudhi
2 Designation Company Secretary and Compliance Officer

 

Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr. Date of the event Brief details of the event

 

Signatory Details
Name of signatory Satish Kumar Subudhi
Designation of person Company Secretary and Compliance Officer
Place Hyderabad
Date 20-07-2024

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