Your directors have pleasure in presenting their Report for
the financial year ended 31st March 31, 2025.
Financial Results
The Audited Financial Statements (both Standalone and
Consolidated) for the year ended March 31, 2025, and the
report of the Auditors thereon are being circulated with this
report. The salient features of the financial results are as
follows:
(Rs. in lakhs)
| |
2024-25
|
2023-24
|
|
Total Revenue
|
2,18,192
|
2,55,964
|
|
Profit Before Tax
|
4,258
|
14,625
|
|
Provision for Tax (including
deferred tax)
|
1,760
|
5,344
|
|
Profit for the Year After Tax
|
2,498
|
9,281
|
|
Transfer to General Reserve
|
3,000
|
3,000
|
|
Dividend per Equity Share (Face
value of Rs.10/ each)
|
3.00
|
4.00
|
|
Earnings per Equity Share (EPS)
|
5.52
|
20.50
|
Performance Review & State of Company’s Affairs
After a promising start during 1st quarter of the year
2024-25, the Cement division had to face several
challenges in the subsequent quarters. Downtrend in
the market conditions, continuous rains, non availability
of sand, reduction in net realization of cement bag etc:
which impacted the demand and dispatches of cement.
The standalone total income during the year under review
is Rs. 2,18,105 Lakhs and the consolidated total income is
Rs.2,18,192 Lakhs a decrease of 15 % over the previous
year.
Cement Division registered a gross Turnover of Rs.1739.68
Crores which was lower by around 19% in comparison with
the previous year. Decreased cement production and sales
volumes resulted in lower profitability during the year.
During the year under review Boards Division recorded a
turnover of Rs.209.30 Crores (Previous Year Rs.208.97
Crores) and profit before tax increased by 36 % to Rs.14.78
crores (Previous year Rs.10.90 crores) on account of
marginal reduction in costs during the year.
The operations of the Energy Division were improved due
to good monsoon resulting in generation of 34.44 Million
Units of hydel power compared to 8.33 million units in the
previous year.
The Ready-Mix Concrete Division recorded a turnover
of 148.01 Crores compared to Rs.146.90 Crores in the
previous year.
The Readymade Doors division recorded a turnover of Rs,
57.18 Crores compared to Rs.42.60 Crores in the previous
year an increase of around 34 % during the year under
review.
The company made a standalone profit of Rs.25.16 Crores
(after tax) during the year under review compared to
Rs.93.79 Crores in the previous year.
The overall profitability (PBT) decreased during the year
under review mainly due to the steep fall in the performance
of the Cement Division compared with the previous year.
Decreased cement production and sales volumes coupled
with fall in net realization per bag of cement and slump in
market conditions resulted in decreased profitability.
Consolidated Financial Statement
The Consolidated Financial Statement has been prepared in
accordance with Indian Accounting Standards (Ind AS) as per
the Companies (Indian Accounting Standards) Rules, 2015
notified under Section 133 of the Companies Act, 2013 and
other relevant provisions of the Companies Act,2013
Subsidiary Companies /Acquisitions / Joint Ventures
As reported in the previous year, Tern Distilleries (P)
Limited (TDPL) the wholly owned subsidiary of the
company was acquired mainly to utilize its land situated
near Visakhapatnam for establishment of a new grinding
unit. The approval and clearances from the Government of
India to set up the unit were received and civil works are in
progress.
Vishwamber Cements ltd
As reported in the previous year, pursuant to a share
purchase agreement executed on 12th May, 2023 with
the Promoter group of Vishwamber Cements ltd (VCL),
your company has acquired 100% stake in VCL at a total
consideration of Rs.16.24 crores. With the acquisition of
VCL with a mining lease of 322.06 acres of limestone mines,
it becomes a wholly owned subsidiary of your company. It
is intended that VCL shall merge with your company which
will result in the mines becoming its captive mines.
JV Partnership with NCL Buildtek Ltd
As already reported previous year, your company in
consortium with NCL Buildtek Ltd has bagged an order worth
Rs.1863 crores for supply of Pre-painted (GI) Steel Window
Frame with Glazed Shutters and GI Powder Coated Door
Frames to the Andhra Pradesh State Housing Corporation
Ltd (APSHC). However, the actual orders received and
executed by this JV so far is only Rs.46.07 Crores.
The Statement containing salient features of the financials
of Subsidiaries / Associate Companies / Joint Ventures
Pursuant to first proviso to sub-section (3) of Section 129
read with rule 5 of Companies (Accounts) Rules, 2014 in
form AOC-1 is enclosed as Annexure-1.
Material changes and commitments if any affecting
financial position of the company
Financial
There have been no material changes and commitments,
affecting the financial position of the company which have
occurred between the end of the financial year 2024-25.
HDFC Bank, Kotak Mahindra Bank and SBI were recently
sanctioned additional working capital to the company .
Operations and new projects
Cement Division
As reported in the previous year, setting up a new grinding
unit near Visakhapatnam, utilizing the land owned by its
wholly owned subsidiary Tern Distilleries (P) Ltd is under
advanced stage of completion.
Doors Division
Despite significant rise in production and sales volumes,
this division is suffering losses due to steep increase in
production costs. Your company is now streamlining its
operations to reduce the overhead costs and increase its
productivity to make this division profitable.
Dividend
Your directors are pleased to recommend a final dividend
of Rs.2.00ps/- per equity share of the face value of Rs.10/
each at the rate of 20% per share to those Shareholders
whose names appear in the Register of Members as on the
Record Date. Thus, the total dividend for the financial year
2024-25, including the interim dividend of 10% already
paid to the shareholders would work out to 30%.
DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3) (c)
of the Companies Act, 2013, and on the basis of the
information furnished to them by the concerned accounting
professionals, your Directors confirm that:
I. All applicable accounting standards have been followed
in the preparation of annual accounts and that there
are no material departures.
II. The Directors selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
company as at 31st March, 2025 and of the profit of the
Company for the year ended on that date.
III. The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act 2013, for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities.
IV. The Directors prepared the Annual Accounts on a
going concern basis.
V. Proper internal financial controls were in place and
that the financial controls were adequate and were
operating effectively.
VI. Appropriate systems were devised to ensure
compliance with the provisions of all applicable laws
were in place and were adequate and operating
effectively.
DIRECTORS AND KEY MANAGERIAL PERSONS (KMP)
Independent Directors
During the year under review, your Company had six
independent directors. Mr.Kamlesh Gandhi (Investment
Banking), Dr.R.Kalidas (Technology) and Lt.General
T.A.Dcunha (Retd) (Materials Management & Logistics),
Mrs. Sudha Reddy (Woman Entrepreneur) Mr.P.Raja Gopal
Reddy (Industrial Management) and Mr.SK Subramanian
(finance, accounting and Taxation) constitute the current
team of Independent Directors.
The number of Independent Directors was in conformity
with the SEBI (LODR) Regulations throughout the year.
Persons from diverse fields of expertise and experience have
been invited to join the Board as Independent Directors
to ensure that the company gets the optimum benefit of
wisdom and expertise.
As reported in the previous year, the 2nd five year tenure of
Mr. Kamlesh Gandhi ended on 27th September 2024 and
Mr.P.Rajagopal Reddy and Mr.S K Subramanian have been
appointed as directors (Independent Category) with effect
from 9th August, 2024 at the Annual General Meeting held
on 20th September,2024
The 2nd five-year tenure of Dr. R. Kalidas (Chairman) and Lt.
Gen (Retd) T A DCunha is scheduled to end on 13th August,
2025. Your Board wishes to place on record its profound
appreciation of the contribution of Dr. R. Kalidas (Chairman)
and Lt..Gen (Retd) T A DCunha during their tenure as
Independent Directors. Their expertise and experience will
be missed at the Board Room.
Mrs.Renu Challu has been inducted as additional director
(Independent Category) with effect from 8th August,2025
as recommended by the Nomination and Remuneration
Committee. Proposal to appoint her as Independent
Director is being placed before the ensuing Annual General
Meeting for approval of shareholders.
Your company follows a policy of total transparency and
proactive information flow to the Independent Directors, in
order to avail the optimum benefit of their experience and
expertise.
The Independent Directors also actively participate in the
Board and Committee proceedings, and offer constructive
suggestions, which are implemented by the company
after deliberations in the full Board. Apart from this, the
Independent Directors hold separate meetings and evaluate
the performance of the Board and individual directors
- Executive and Non-Executive. The feedback on the
evaluation of varied attributes is furnished to the company
on a confidential basis.
The terms and conditions of appointment of independent
directors are as per Schedule IV of the Act. They have
submitted declarations that each of them meets the criteria
of independence as provided and in Section 149(6) of
the Act and there has been no change in their status as
independent director during the year.
There were five Executive Directors namely Mr. K Ravi,
Executive Vice Chairman, Mr.K.Gautam, Managing Director,
Mr. Utkal B.Goradia & Mrs. Roopa Bhupatiraju Executive
Directors and Mr.N.G.V.S.G.Prasad, ED & CFO during the
year under review.
The five year tenure of Mr.NGVSG Prasad as Executive
Director & CFO is due to be completed on 31st December,
2025. As recommended by the Nomination & Remuneration
Committee, the Board has approved the reappointment of
Mr. N.G.V.S.G. Prasad as Executive Director &CFO for a
further period of five years w.e.f. October 1, 2025 with an
upward revision in remuneration. Appropriate resolution is
being proposed at the ensuing Annual General Meeting for
approval of the shareholders for the reappointment.
Apart from what has been detailed in the foregoing
paragraphs, there was no change in the key managerial
personnel of the Company during the year under review.
Mr. T. Arun Kumar is the Company Secretary & Compliance
Officer and Nodal Officer under IEPF Rules.
Non-Executive Directors
As reported in the previous year, the tenure of Mr.P N Raju
as Non Executive director ended on 20th September,2024.
Mrs. Pooja Kalidindi is the Non-Executive Director in
the Board as on the date of this Report, apart from the
Independent Directors.
Retirement by Rotation
Mr.Utkal B Goradia and Mrs. Pooja Kalidindi retire by
rotation at the ensuing Annual General Meeting and are
eligible for reappointment.
Particulars of Directors whose appointment / reappointment
sought are given in Annexure A-1 to this Report as part of
the Report on Corporate Governance under SEBI (LODR)
Regulations, 2015.
BOARD MEETINGS
During the year under review, six Board meetings were held
on 10th May,2024, 5th August, 2024, 9th August,2024, 20th
September, 2024, 8th November, 2024, and 12th February,
2025.The maximum time gap between any two consecutive
meetings was within the period prescribed under the
Companies Act, 2013.
Committees of the Board
The Board has constituted various committees as required
under the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015. The details of such Committees are
given in Annexure - 'A' as a part of the report on Corporate
Governance.
Plans for Orderly Succession for appointments to Board
etc:
Your directors are fully satisfied that plans are in place for
orderly succession for appointments to the Board and to
senior management positions.
CORPORATE GOVERNANCE
A separate report of compliance with the provisions
relating to Corporate Governance as required SEBI (LODR)
Regulations, 2015 is enclosed as Annexure 'A’ and forms
part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has Complied with the applicable Secretarial
Standards (as amended from time to time) issued by The
Institute of Company Secretaries of India and approved
by Central Government under section 118(10) of the
Companies Act, 2013.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)
Your company did not figure in the top 1000 listed entities
based on market capitalization as on 31st December,2024
as per notification issued by Securities Exchange Board
of India vide Gazette notification dated17th May,2024
under SEBI (LODR)(Amendment) Regulations, 2024. Hence
the requirement to furnish BRSR is not applicable to the
company.
Risk Management
The company has a system of constantly identifying and
monitoring the risks that the company may be exposed to.
A Risk Management Committee headed by Independent
Director as Chairman. The Committee also includes one
Executive and one Independent Director. As and when
required, the Committee reviews various risks and steps
taken to manage the risks. The Board is of the opinion
that there are no elements of risks that may threaten the
existence of the Company. Kindly refer Point No.39 of notes
to financial statements on financial risks.
Internal Financial Controls:
The Company has in place adequate internal financial
controls with reference to financial statements. During
the financial year, no reportable material weakness in the
design or operation of such controls was observed.
Particulars of Loans, Guarantees, or Investments under
section 186 of the Companies Act, 2013
The company has not granted any loans, given any
guarantees during the year which would be covered under
section 186 of the Companies Act, 2013.
Related Party Transactions
All Related Party Transactions entered during the financial
year 2024-25 were in ordinary course of business and at
arm's length basis. Your Company did not enter into any
Material Related Party Transactions during the year under
review. Transactions entered into with the related parties
are pursuant to the omnibus approval granted are reviewed
and approved by the Audit Committee and the Board of
Directors on quarterly basis. Pursuant to Section 134
(3) (h) of the companies Act, 2013 read with Rule 8(2) of
the Companies (Accounts) Rules, 2014, the details of the
Related Party Transactions are contained in Annexure A-2
to this Report.
Management Discussion and Analysis Report
The Management Discussion & Analysis Report is annexed
as Annexure 'B’ to this Report.
Details of Significant and Material Orders passed by the
Regulators, Courts and Tribunals:
During the year under review, no significant or material
orders were passed by any regulatory/statutory authorities
or courts / tribunals against the company impairing its going
concern status and operations in future.
However, members' attention is drawn to the statement on
contingent liabilities and commitments in the notes forming
part of the financial statements.
Corporate Social Responsibility (CSR) Activities
The company has a CSR Committee as prescribed by the
Statute with Mr.P.Rajagopal Reddy, Independent Director
as Chairman. The Committee also includes one Executive
and one Independent Director. Your company has in place
a CSR Policy which is available at www.nclind.com. Your
company's CSR activities are focused on education, social
welfare, and healthcare. One CSR Committee meeting was
held on 18th March, 2025 and reviewed the CSR Policy and
CSR activities.
Under the provisions of Section 135 of the Companies
Act, 2013 an amount of Rs.259.41 Lakhs was required to
be spent on CSR activities for the financial year 2024-25.
After setting off the CSR expenditure incurred during the
preceding financial years, a total amount of Rs.240.26 Lakhs
was spent during the year under review, leaving a balance
of Rs. Nil Lakhs is eligible for set off against the mandatory
CSR obligation for the succeeding years. The details of the
CSR activities during the year under review are listed in
Annexure C to this Report.
Investor Education & Protection Fund
The Company has transferred an amount of Rs.33.93Lakhs
relating to Dividends on the shares transferred to the
Investor Education & Protection Fund for the financial year
2024-25.
Apart from above, the Company has also transferred
unclaimed Dividend amount of Rs.46.42 Lakhs and 73,482
Equity Shares to the Investor Education & Protection Fund
A/c on completion of 7 consecutive years as required by
Section 124(5) of the Companies Act, 2013 and the Rules
made there under,
Disclosure with respect to Demat Suspense Account /
Unclaimed Suspense Account:
The Company does not have any Demat Suspense /
Unclaimed Suspense Account.
Agreements impacting management or control of the
Company
There are no binding agreements, among the Promoters or
other parties which impact the management or control of
the company or impose any restriction or create any liability
upon the company as envisaged by clause 5A of paragraph
A of Part A of Schedule III of the SEBI LODR 2015
Fixed Deposits
The details relating to Fixed Deposits are as follows:
As on 31st March 2025, Rs.5,887.65 Lakhs of Public Deposits
were outstanding. The Company has repaid all the matured
deposits that have been claimed, and there have been no
defaults in payment of interest or repayment of principal.
The details of deposits outstanding from the directors
/ relatives of directors as on 31st March,2025 in terms of
MCA Notification No.GSR 695 (E) dated 15th September,
2015 are as under:
|
S.
No
|
Name of the Director / Relative of Director
|
Amount
(Rs.in Lakhs)
|
Inter-se Relationship
|
|
1
|
Mr.Kamlesh Suresh Gandhi
|
35.00
|
Ex Chairman
|
|
2
|
Mrs.Sonali K Gandhi
|
2.00
|
Wife of Mr.Kamlesh Suresh Gandhi
|
|
3
|
Mr.Arun Raghavapudi
|
18.00
|
Son of Dr.R.Kalidas-Chairman
|
|
4
|
Mr.Vinodrai.V.Goradia
|
140.00
|
Grandfather of Mr.Utkal B Goradia, Director
|
|
5
|
Mrs.Roopa Bhupatiraju
|
90.00
|
Executive Director
|
|
6
|
Mrs.Charulatha V.Goradia
|
105.00
|
Grandmother of Mr.Utkal B Goradia, Director
|
|
7
|
Mrs.R.Rani
|
30.00
|
Wife of Mr.R.Kalidas-Chairman
|
|
8
|
Ms.N.Suchtra Katyayani
|
105.00
|
Daughter of Mr.N.G.V.S.G.Prasad-ED & CFO
|
|
9
|
Mrs. N.Sita Mahalakshmi
|
60.00
|
Mother of Mr. N.G.V.S.G. Prasad -ED & CFO
|
|
10
|
Mrs.Sailaja Kalidindi
|
20.00
|
Wife of Mr. K. Ravi - Executive Vice Chairman
|
|
11
|
Lt.Gen(Retd) T A DCunha
|
45.00
|
Director
|
|
12
|
Mrs.K.Sarojini
|
6.00
|
Mother of Mr. K. Ravi-EVC
|
Particulars of Employees
The details of employees who have been in receipt of remuneration envisaged by Section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) vide MCA Notification dated
30th June, 2016 are annexed as Annexure D to this Report.
M/s M. Bhaskara Rao & Co who have been appointed as
statutory auditors for a period of five years at the Annual
General Meeting held in 2022.They have confirmed that
they are not disqualified from continuing as auditors of the
company.
The Notes on the financial statements referred to in
the Independent Auditor's Report are self explanatory.
The Auditor's report does not contain any qualification,
reservation, or adverse remark.
Cost Audit
M/s S.R. and Associates, Cost Accountants have been
reappointed to conduct the cost audit pertaining to Cement
as well as RMC of the company for the year 2024-25. They
have been reappointed by the Board of Directors as Cost
Auditors of the Company for the Financial Year 2025-26.
The remuneration of the cost auditors is required to be
ratified by the members in terms of the relevant Rules.
Accordingly, the matter is being placed before the Members
for ratification at the ensuing Annual General Meeting.
The Cost Audit Report for the financial year ended March,
31st, 2025 was duly filed with Ministry of Corporate Affairs.
Secretarial Audit
M/s. A J Sharma & Associates, Company Secretaries, have
been reappointed to conduct the Secretarial Audit of the
Company. The Secretarial Audit Report pursuant to the
provisions of Section 204 of the Companies Act, 2013 is
attached as Annexure E to this Report. The observations of
the Report do not call for any explanation as envisaged by
Section 204(3) of the said Act.
Based on the recommendation of the Board at its meeting
held on 8th August, 2025, M/s. A J Sharma & Associates,
Company Secretaries, is proposed to be appointed as the
Secretarial Auditors of the Company to hold office for a term
of five consecutive years from 2025-26 to 2029-30 subject
to the approval of shareholders as per the SEBI, (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) read with Section 204 of the
Act and Rules thereunder. The matter relating to their
appointment has been included in the Notice convening the
AGM, for Members' approval.
Details in respect of frauds reported by auditors under
Section 143(12) other than those which are reportable to
Central Government
No frauds were reported by the Auditors under Sub Section
12 of Section 143 of the Companies Act, 2013 read with
the Rules made there under.
Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.
The Company has constituted an Internal Complaints
Committee on Prevention of Sexual Harassment at
workplace for women in the line with the requirements
of the ‘The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013 and
the Rules made there under and had complied with
provisions made under the said Act. An Internal Compliance
Committee (ICC) has been constituted in compliance with
the requirements of said Act to redress complaints received
regarding sexual harassment.
During the year under review, there were no references or
complaints pursuant to the aforesaid Act.
Disclosure under Maternity Benefit Act,1961
The Company had complied with provisions made under
Maternity Benefit Act,1961 and the Rules made there under
the said Act. There are 999 employees on rolls as on 31st
March,2025 out of which 965 are male and 34 are female
employees.
Awards / Certifications
The following Awards were received by the company during
the year 2024-25
• Best Energy Efficient Unit, Mattapally at the 25th
National Award for Excellence in Energy Management
2024
• Third Fastest Growing Cement Company (Small
Category) at the 8th Indian Cement Review
• Women Leadership Award to Mrs. Roopa Bhupatiraju,
Executive Director at the 5th Realty Women Icon
Conclave & Awards 2025
Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
Particulars required under Section 134 (3) (M) of the
Companies act, 2013 read with Rule 8 (3) of the Companies
(Accounts) Rules, 2014 are furnished under Annexure 'F”
which forms part of this Report. Your Company continues
to be conscious of the need for conservation of energy, and
wherever feasible, effective steps for energy conservation
are taken.
There were no significant investments or developments in
this regard during the year under review. The technology
procured for the various operating Divisions has been fully
absorbed. There was no significant expenditure in Research
& Development warranting a special mention in this Report.
PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016
There is no proceeding pending against the company under
the Insolvency and Bankruptcy Code, 2016 during the year
under review.
ONE-TIME SETTLEMENT WITH THE BANKS OR
FINANCIAL INSTITUTIONS
There was no instance of onetime settlement with any Bank
or Financial Institution during the year under review.
Extract of Annual Return
The Annual Return as required under Section 92 and Section
134 of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014
is available on the Company's website www.nclind.com.
Acknowledgements
Your directors wish to place on record their appreciation of the support and co-operation extended by Axis Bank, HDFC Bank,
SBI, Kotak Mahindra Bank, Central and State Government Departments, Dealers, Stockists, Consumers and Depositors.
Your directors also wish to place on record their appreciation of the enthusiastic support received from the shareholders.
Your directors have pleasure in acknowledging the excellent co-operation received from the team of dedicated executives
and employees who have contributed handsomely to the operations of the company.
For and on behalf of the Board
K.Ravi K.Gautam
Place: Hyderabad Executive Vice Chairman Managing Director
Date: 8th August, 2025 DIN: 00720811 DIN 02706060
Registered Office:
7th Floor, 'NCL Pearl'
Near Rail Nilayam,
S D Road, Secunderabad -500026.
| 