PARTNERING THE DRIVE FOR GROWTH NCL INDUSTRIES LIMITED ANNUAL REPORT 2019-20 Contents Overview Governance Financial Statements Disclaimer Statements in this report that describe the Company’s objectives, projections, estimates, expectations or predictions of the future may be ‘forward-looking statements’ within the meaning of the applicable securities laws and regulations. The Company cautions that such statements involve risks and uncertainty and that actual results could differ materially from those expressed or implied. Important factors that could cause differences include raw materials’ cost or availability, cyclical demand and pricing in the Company’s principal markets, changes in government regulations, economic developments within the countries in which the Company conducts business, and other factors relating to the Company’s operations, such as litigation, labour negotiations and fiscal regimes. OVERVIEW GOVERNANCE FINANCIAL STATEMENTS Late Shri K Ramachandra Raju – first generation entrepreneur established Nagarjuna Cements Ltd in 1979 Mr. K. RAMACHANDRA RAJU (22-07-1934 - 28-06-2008) PB 1 NCL Industries Limited Annual Report 2020 Corporate Information BOARD OF DIRECTORS COST AUDITORS ENERGY DIVISION Kamlesh Gandhi S R and ASSOCIATES UNIT - I Chairman F 26, Raghavaratna Towers Pothireddypadu, Head Chirag Ali Lane , Abids Regulator, Chabolu Village, Dr.R.Kalidas Hyderabad 500001, Telangana Pothulapadu Post, Nandikotkur TQ, Independent Director Kurnool District, SECRETARIAL AUDITORS Andhra Pradesh Lt.Gen. (Retd) T.A.D’Cunha AJ SHARMA & ASSOCIATES Pincode - 518 402 Independent Director Company Secretaries 5-8-352, No. 17, Raghava UNIT - II V.S.Raju Ratna Towers, Chirag Ali Lane, Abids, RBHLC Zero Mile Point, Independent Director Hyderabad - 500 001. Tungabhadra Dam, Tungabhadra Board, Mrs. Rashida Hatim Adenwala FACTORIES Amaravathi Village, Independent Director CEMENT DIVISION Hospet, Karnakata, Simhapuri, Mattampally Mandal Pincode – 583225 Mrs. Pooja Kalidindi Suryapet Dist. Non Executive Director Telangana State READY MIX CONCRETE DIVISION Pincode - 508204 UNIT - I V.V.Goradia Plot No. 91/C, D Block, Autonagar, Non-Executive Director Kadimpothavaram Village Gajuwaka, Visakhapatnam, A.P. Kondapalli, Pincode – 530026 P.N Raju Krishna District, A.P. Non-Executive Director Pincode – 521228 UNIT - II Plot 11, A/2, Phase 1, Ashven Datla BOARDS DIVISION IDA, Patancheru (V), Non-Executive Director UNIT - I & III Telangana State. Simhapuri, Mattampally Mandal Pincode - 502 319 Mrs. Roopa Bhupatiraju Suryapet Dist. Executive Director (From 01.10.2019) Telangana State UNIT - III Pincode - 508204 Survey No. 282 (P), Rampally (V), K.Gautam Keesara (M), Medchal (Dt.), Executive Director UNIT - II Telangana State. Bhatanwali Village, N.G,V.S.G Prasad Paonta Sahib, UNIT - IV Executive Director & CFO Sirmour District, Survey No. 228/1 & 281/5, Himachal Pradesh Vellanki Village, Anandapuram K.Ravi Pincode – 173025 Mandal, Visakhapatnam Managing Director Pincode - 531 163. AP. DOORS DIVISION VICE PRESIDENT & Sy. No. 222, Malkapur (V), UNIT - V COMPANY SECRETARY Choutuppal (M), Sy.No.208-1, 209- 1&2, Mr. T. Arun Kumar Yadadri Bhuvanagiri (Dt.) Tallapalem Road, Ugginapalem (V), Telangana State Kasimkota (M), AP AUDITORS Pincode - 508252 Pincode - 531031 VENUGOPAL & CHENOY Chartered Accountants UNIT - VI 4-1-889/16/2, Tilak Road, Plot No 36. Sy No 460/2, 461, Hyderabad - 500 001, Telangana 462/2, 479 to 482, IDA, Mankhal (V), Maheswaram (Mandal), Regd. & Admn. Office Ranga Reddy (District), CIN : L33130TG1979PLC002521 Telangana. 501359 7th Floor, “NCL Pearl”, Near Rail Nilayam, BANKERS S D Road, Secunderabad-500026, India. Axis Bank Ltd Ph : 91-40-30120000 HDFC Bank Ltd e-mail : [email protected] Website : www.nclind.com SBI Bank of Baroda 10 PB OVERVIEW GOVERNANCE FINANCIAL STATEMENTS and Exchange Board of India (Listing obligations & NOTICE Disclosure Requirements) Regulations, 2015 the Share th holders hereby approve the reappointment of Lt.Gen Notice is hereby given that the 39 Annual General Meeting (Retd) Trevor Aloysius DCunha (DIN: 07207066) as an of NCL Industries Limited will be held on Monday, the th Independent Director of the Company to hold office 28 September, 2020 at 11.00 A.M IST through Video for a period of five years w.e.f from 14th August 2020 Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to 13th August, 2025.” to transact the following business. “FURTHER RESOLVED THAT pursuant to Regulation ORDINARY BUSINESS 17A of the SEBI (LODR) Regulations 2015, the 1. To receive, consider and adopt the audited Standalone Shareholders hereby consent to the continuation of and Consolidated Financial Statements of the Company Lt.Gen (Retd) T.A. DCunha as Independent Director, for the financial year ended 31st March, 2020 together even after he attains the age of 75 years during his with the Reports of the Directors and Auditors thereon. second tenure.” 8. To consider and if thought fit, to pass, with or without 2. To declare Dividend modification(s), the following resolution as Special 3. To appoint a Director in place of Mr Ashven Datla, Resolution (DIN:01837573) who, retires by rotation and is eligible “RESOLVED THAT pursuant to the provisions of for re-appointment. Sections 149, 150, 152 and other applicable provisions 4. To appoint a Director in place of Mrs Roopa Bhupatiraju, of the Companies Act, 2013 and the Securities (DIN:01197491) who, retires by rotation and is eligible and Exchange Board of India (Listing obligations for re-appointment. & Disclosure Requirements) Regulations,2015 the Shareholders hereby approve the reappointment SPECIAL BUSINESS of Dr.Kalidas Raghavapudi (DIN:02204518) as an Independent Director of the Company to hold office 5. To consider and if thought fit, to pass, with or without for a period of five years w.e.f from 14th August 2020 modification(s), the following resolution as Ordinaryan to 13th August,. 2025” Resolution “FURTHER RESOLVED THAT pursuant to Regulation “RESOLVED THAT pursuant to the provisions of 17A of the SEBI (LODR) Regulations 2015, the Section 148 and other applicable provisions of the Shareholders hereby consent to the continuation of Companies Act, 2013 the remuneration payable to Dr.Kalidas Raghavapudi as Independent Director, even M/s. S R. and ASSOCIATES, Cost Accountants, the after he attains the age of 75 years during his second Cost Auditors appointed by the Board of Directors of tenure.” the Company, fixed as Rs 1,00,000 /- (Rupees One Lakh only) for the financial year ending March 31, 9. To consider and if thought fit, to pass, with or without 2021 be and is hereby ratified.” modification(s), the following resolution as Special Resolution 6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinaryan (i) “RESOLVED THAT pursuant to Sections 196, Resolution 197 and 203 read with Schedule V and all other applicable provisions of the Companies “RESOLVED THAT pursuant to provisions of Sections Act, 2013 approval of the Company be and 149, 152 read with Schedule IV and other applicable is hereby accorded to the appointment of provisions of the Companies Act, 2013 and the Mrs. Roopa Bhupatiraju as Executive Director Companies (Appointment and Qualification of of the Company for a period of 5 years with Directors) Rules, 2014 and SEBI (Listing Obligations effect from 1st October, 2019 on the following and Disclosure Requirements) Regulations 2015 Mrs. terms and conditions as recommended by the Rashida Hatim Adenwala (DIN:00008212), who has Nomination and Remuneration Committee”. been appointed as an Additional Director pursuant Salary: Rs. 2,75,000 /- per month (with an annual to the provisions of Section 161(1) of the Act and in increment of Rs.27,500 /-). respect of whom the company has received a notice in writing under Section 160 of the Act proposing her Perquisites: In addition to salary, perquisites candidature for the office of director, being eligible be allowed as follows: and is hereby appointed as an Independent Director Housing/HRA: @ 40% of the salary of the Company to hold the office for a term of 5 (five) years from 30.06.2020 to 29.06.2025.” Medical Reimbursement: Expenses incurred for self and family subject to a ceiling of one month’s 7. To consider and if thought fit, to pass, with or without salary in each year or 3 months’ salary in a block modification(s), the following resolution as Special of 3 years. Resolution Leave Travel Concession: for self and family “RESOLVED THAT pursuant to the provisions of subject to ceiling of one month’s salary in each Sections 149, 150, 152 and other applicable provisions year. ‘Family’ means husband, dependent children of the Companies Act, 2013 and the Securities and dependent parents of Mrs.Roopa Bhupatiraju. PB 11 NCL Industries Limited Annual Report 2020 Company’s contribution to Provident Fund and NOTES: Superannuation Fund shall be as allowed under the Income Tax Act and Rules and as per Rules of 1. In view of the recent Covid-19 pandemic, the Ministry the company. of Corporate Affairs has, vide its circular dated May 5, 2020 (read with other previous circulars issued in this Gratuity: Equal to half month’s salary for each regard) permitted the companies to hold the Annual completed year of service as per the Rules of the General Meeting (AGM) through VC / OAVM and thus Company. physical attendance of Members has been dispensed Conveyance: Free use of company’s car with with. Since AGM of the Company is being held through driver for company’s business. Video Conference (VC) / Other Audio Visual Mode (OAVM), the facility to appoint proxies by the members Telephone / Cell Phone: Free, except for personal will not be available for the AGM and hence the Proxy long distance calls which shall be billed. Form, Attendance Slip and route map are not annexed Encashment of Leave: Full pay and allowances to this Notice. not exceeding one month’s leave for every twelve months of service, subject to the condition that 2. In compliance with the above MCA circulars, Notice the leave accumulated, but not availed of shall be together with Annual Report 2019-20 is being sent dealt with as per the Income Tax Rules 1962.