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NCL Industries Ltd.

BSE: 502168 Sector: Industrials
NSE: NCLIND ISIN Code: INE732C01016
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VOLUME 2119
52-Week high 249.70
52-Week low 99.90
P/E 13.44
Mkt Cap.(Rs cr) 831
Buy Price 0.00
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Sell Price 0.00
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OPEN 221.00
CLOSE 226.65
VOLUME 2119
52-Week high 249.70
52-Week low 99.90
P/E 13.44
Mkt Cap.(Rs cr) 831
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NCL Industries Ltd. (NCLIND) - Director Report

Company director report

Your Directors have pleasure in presenting their Report for the financial year endedMarch 31 2016.

Financial Results

The Audited Financial Statements for the year ended March 31 2016 and the report ofthe Auditors thereon are being circulated with this report. The salient features of thefinancial results are as follows:

(Rs. in lakhs)
2015-16 2014 - 2015
Gross Income 99748.01 79643.09
Profit Before Tax 6686.54 1233.72
Provision for Tax (including deferred tax) 1378.63 343.71
Profit for the year after tax 5307.91 890.01
Transfer to General Reserve 434.20 Nil

Your Directors are pleased to report that the year under review constituted a record inthe history of the Company both in terms turnover and profitability.Several favorablefactors contributed to this performance. There was a turnaround in the cement industry forthe region after a spell of sluggish growth in terms of demand. Improvement in capacityutilization and net realization during the year under review resulted in a healthyperformance. Simultaneously Boards Division recorded a satisfactory performance.

With the prospects of increased spending on infrastructure your Directors areoptimistic about sustaining the good performance.

However bad monsoon affected the operations of Energy division involving generation ofhydel power during the year under review.

Material changes and commitments if any affecting financial position of the company

Exit from CDR Mechanism:

Your Directors felt that the Upturn in the financial performance and the optimisticoutlook of the industry provided the right opportunity to plan for growth and furthercapital expenditure. However the restrictions under the CDR mechanism were an inhibitingfactor for further borrowing and planning growth.

Your Directors therefore embarked upon a plan for raising funds through Non ConvertibleDebentures (NCDs) by private placement to be utilised to pay off the term lenders andfinance further capital expenditure to augment the existing capacities for Cement andBoards Divisions.

Your Company has made arrangements for raising an amount of Rs. 325 crores by issue ofNCDs. An amount of Rs. 165 crores has been raised so far out of which Rs. 102 crores hasbeen paid to settle the dues of the existing term loans from Banks in full.

Capital Expenditure and enhancement of capacities

The balance proceeds of the proposed NCD Issue will be utilized to augment thecapacities as follows:

Cement Division

Expansion of clinker capacity from 1.60 MTPA to 2.60 MTPA and cement grinding capacityfrom 0.96 MTPA to 1.71 MTPA at Simhapuri Nalgonda District Telangana with an outlay ofRs 180 crores.

Boards Division:

Setting up Third Boards Plant of 30000 tpa capacity at Simhapuri Nalgonda DistrictTelangana with an outlay of Rs. 35 crores.

Orders for all major equipment have been placed and the project implementation isprogressing satisfactorily. Your Directors expect that the expansion projects to becompleted by March 2017.

Dividend

Members are aware that the directors declared and paid an interim dividend @10% perEquity Share(i.e.Rs.1/-per Equity Share of Rs.10/-each) in January 2016. Your Directorsare pleased to recommend a further dividend Rs.1/- per share at the ensuing Annual GeneralMeeting thus bringing the total dividend for the year 2015-16 to Rs. 2/- per share.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) of the Companies Act 2013andon the basis of the information furnished to them by the concerned accountingprofessionals your Directors confirm that :

I. All applicable accounting standards have been followed in the preparation of annualaccounts and that there are no material departures.

II. The Directors selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31st March 2016 and of the profit ofthe Company for the year ended on that date.

III. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother 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 controlswere adequate and were operating effectively.

VI. Appropriate systems were devised to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONS (KMP)

Independent Directors

The Company has five independent directors as stipulated by Section 149(6) of theCompanies Act 2013 namely Mr. R. Anand Mr M. Kanna Reddy Mr. Kamlesh Gandhi Dr.Kalidas Raghavapudi and Lt.General T.A. Dcunha(Retd). The current tenure of Mr. R Anandwho has been an Independent Director before the promulgation of the Companies Act 2013 iscoming to an end at the ensuing Annual General Meeting. A Special Resolution is beingproposed for appointment of Mr. R. Anand as an Independent Director for another tenure offive years.

The Company has received declarations from all the Independent Directors of the Companyunder Section 149(7) of the Companies Act2013 confirming that they continue to meet thecriteria of independence as prescribed under sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of the SEBI(LODR) Regulations2015.

Executive Directors

At its meeting held on 30 May 2016 the Board appointed Mr. N.G.V.S.G.Prasad as anAdditional Director and Executive Director & Chief Financial Officer (CFO). Aresolution is being proposed at the ensuing Annual General Meeting appointing Mr.N.G.V.S.G.Prasad as a Director and Executive Director & CFO.

IREDA nominated Ms. Meena Gupta as Director of the company in place of Mr. M. BhaskaraRao w.e.f 13th November 2015. Consequent to the repayment of the entire loan due itIREDA withdrew the nomination of Ms. Meena Gupta on the Board of the company w.e.f. 22ndApril 2016.

The Board records its profound appreciation of the contribution made by Mr. M. BhaskaraRao and Ms. Meena Gupta as Nominee Directors of IREDA.

Mr. K Madhu and Mr. Vinodrai Goradia retire by rotation at the ensuing Annual GeneralMeeting and are eligible for reappointment. The necessary resolutions for there-appointment of Mr. K Madhu and Mr. Vinodrai Goradia have been included in the Noticeconvening the ensuing AGM.

Particulars of Directors whose appointment/reappointment is sought are given in AnnexureA-1 to this Report as part of the Report on Corporate Governance under SEBI (LODR)Regulations2015.

BOARD MEETINGS

During the year under review six board meetings were held on 26th May201530th May2015 11th August 2015 29th September 2015 13th November 2015 and 29th January2016.The maximum time-gap between any two consecutive meetings was within the periodprescribed under the Companies Act 2013.

Committees of the Board

The Board has constituted various committees as required under the Companies Act 2013and SEBI( LODR) Regulations2015.The details of such Committees are given in Annexure– A as a part of the report on Corporate Governance.

Key Managerial Personnel

During the year under review Mr. N. Krishnan (President & CFO) resigned from thecompany with effect from 25th September2015. The Board of Directors at its meeting heldon 29th September2015 appointed Mr.N.G.V.S.G. Prasad as President & CFO. At the Boardmeeting held on 30th May2016 Mr. N.G.V.S.G. Prasad has been elevated to Board anddesignated as Executive Director & CFO w.e.f 30th May2016.

Plans for Orderly Succession for appointments to Board etc

Your Board of Directors is fully satisfied that plans are in place for orderlysuccession for appointments to the Board and to senior management positions.

CORPORATE GOVERNANCE

A separate Report of compliance with the provisions relating to Corporate Governance asrequired SEBI (LODR) Regulations2015 is enclosed as Annexure ‘A’ andforms part of this Report.

Risk Management

The company has a system of constantly identifying and monitoring the risks that thecompany may be exposed to. A Risk Management Committee has been constituted withIndependent Director as Chairman and one Executive Director and one Non Executive Directoras members. The Committee meeting was held on 28th March 2016 and discussed various risksand steps taken to manage the risks. The Board is of the opinion that there are noelements of risks that may threaten existence of the company in the immediate future.

Particulars of Loans Guarantees or Investments under section 186 of the CompaniesAct 2013

The company has not granted any loans given any guarantees or made any investmentsduring the year which would be covered under section 186 of the Companies Act2013.

Related Party Transactions

Pursuant to Section 134 of the companies Act2013 read with Rule 8(2) of the Companies(Accounts)Rules2014 the particulars of contracts or arrangements entered in to by thecompany with related parties have been done at arm’s length and are in the ordinarycourse of business. The details of the Related Party Transactions are contained in theAudited Financial Statements (See Note 2.33(b) in Notes on Account)

Management Discussion and Analysis Report

The Management Discussion & Analysis Report is annexed as

Annexure ‘B’ to this Report.

Litigations

During the year under review no significant or material orders were passed by anyregulatory/statutory authorities or courts/tribunals against the company impairing itsgoing concern status and operations in future.

Corporate Social Responsibility (CSR) Activities

In view of the losses in the previous years the provisions of Section 135 of theCompanies Act 2013 were not applicable to the company for the year under review. Howeveryour Directors are glad to report that your company has been engaged in CSR activities ona voluntary basis. The details of the CSR activities during the year under review arelisted in Annexure C to this Report.

At the meeting of the Board held on 11th August 2015 your Board has adopted a CSRPolicy and will comply with the provisions relating to CSR as and when they becomeapplicable to the company. A CSR Committee has been constituted with Mr. Kamlesh GandhiIndependent Director as Chairman and one Executive director and one Non Executive directoras members. The CSR Committee meeting was held on 28th January 2016 and reviewed the CSRPolicy.

Subsidiaries

Your Company has no subsidiaries Associates or Joint Ventures as on the date of theReport.

Investor Education & Protection Fund

The Company has transferred Rs.27.52 Lakhs relating to unpaid Dividend for theFinancial Year 2007-08 to the Investor Education & Protection Fund.

Fixed Deposits

The details relating to Fixed Deposits are as follows:

As on 31st March 2016 Rs.4612.73 Lakhs of Public Deposits are outstanding. The Companyhas repaid all the matured deposits that have been claimed and there have been nodefaults in payment of interest or repayment of principal. The details of depositsreceived from the directors/relatives of directors during the year under review in termsof MCA Notification No.GSR695 (E) dated 15th September2015 are as under:

S.No Name of the Director/ Relative of Director Amount Interse (Rs.in Lakhs) Relationship
1 Mr.M.Kanna Reddy 15.00 Director
2 Mrs.Roopa Bhupatiraju 4.50 Director
3 Master Arjun 7.05 S/o Mrs. Roopa Bhupatiraju
4 Ms.D.Aanya 1.00 D/o Mr.Ashven Datla
5 Mr.K.Ravi 165.00 Managing Director

Particulars of Employees

The details of employees who have been in receipt of the remuneration envisaged bySection 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial personnel) vide MCA Notification dated 30th June2016 isannexed as Annexure D to this Report.

Auditors

M/s Venugopal & Chenoy Chartered Accountants have been appointed as the statutoryauditors of the Company for a period of five years w.e.f 29th September2014 subject toratification at ensuing Annual General Meeting.

Cost Audit

M/s S.R. and Associates Cost Accountants have been appointed to conduct the cost auditpertaining to Cement as well as RMC of the company for the year 2016-17.

The Cost Audit Reports for the financial year ended March 31st March 2015 were dulyfiled with Ministry of Corporate Affairs on 30/09/ 2015.

Secretarial Audit

The Secretarial Audit Report pursuant to the provisions of Section 204 of the CompaniesAct 2013. The observations of the Report are self contained and do not call for anyexplanation as envisaged by Section 204(3) of the said Act.

Disclosure under the sexual harassment of women at work place (Prevention Prohibitionand Redressal) Act 2013.

During the year under review there were no cases filed pursuant to the aforesaid Act.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Your Company continues to be conscious of the need for conservation of energy andwherever feasible effective steps for energy conservation are taken.

There were no significant investments or developments in this regard during the yearunder review.

The technology procured for the fields of operation has been fully absorbed.

There was no significant expenditure in Research & Development warranting a specialmention in this Report.

The details of Foreign Exchange Earnings and outgo are as follows: Earnings :Rs. 139.98Lakhs Outgo :Rs. 301.35 Lakhs

Additional Information

The information relating to conservation of energy technology absorption and foreignexchange etc. is furnished in Form A & B and forms part of the report.

Extract of Annual Return

Pursuant to the provisions of Section 92 of the CompaniesAct 2013 and rules framedthere under the extract of theAnnual Return in form MGT-9 is annexed herewith as AnnexureFand forms part of this Report

Acknowledgements

Your Directors wish to place on record their appreciation of the support andco-operation extended by IREDA SBH OBC Axis Bank Corporation Bank Canara Bank StateBank of Mysore Central Bank of India IDBI Bank and Central and State GovernmentDepartments Dealers Stockiest Consumers and Depositors.

Your Directors also wish to place on record their appreciation of the enthusiasticsupport received from the shareholders.

Your Directors have pleasure in acknowledging the excellent co-operation received fromthe team of dedicated executives and employees who have contributed handsomely to theoperations of the company.

For and on behalf of the Board
Place: Hyderabad R. ANAND
29th July 2016 Chairman

FORM-A

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

Current Year 2015-16 Previous Year 2014-15
A. POWER AND FUEL CONSUMPTION
1 ELECTRICITY
a. Purchased
Units -Lacs 1389 1132
Total Amount ( Rs.In lacs ) 7829 6261
Rate/Unit(Rs ) 5.63 5.53
b. Own Generation
Through Diesel Generator ( Units lakhs) 1.69 2.76
Total Amount ( Rs. In Lacs ) 26 46
Rate/Unit( Rs ) 15.65 16.70
2 COAL
Quantity (Tonnes ) 218523 193178
Total Cost (Rs.Lacs ) 10144 10812
Average Rate/Tonne(Rs) 4642 5597
3 FIRE WOOD
Quantity (MT ) 7229 6062
Total Cost (Rs.Lacs ) 209 204
Average Rate/Tonne(Rs) 2894 3366
4 CONSUMPTION PER UNIT OF PRODUCTION
Electricity -Units
Cement Division (per MT) 94.18 96.09
Boards Division (per Sq Mtr) 2.20 2.37
Coal -MT (Cement Division ) 0.167 0.182
Kcal/Kg clinker 793 787

FORM-B

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION (R&D)

A Research and Development ( R&D) : Not Applicable

B Technology Absorption adoption and innovation : Not Applicable

For and on behalf of the Board
Place: Hyderabad R. ANAND
29th July 2016 Chairman

Annexure - C

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is conscious that it is an integral part of the society at large and ithas a responsibility to contribute to the general welfare of the society to which itbelongs. Right from its inception your company has been actively engaged in efforts toimprove the quality of life in the contiguous localities. The focus of your Company hasmainly been in the fields of education and training and the health needs of the societysurrounding its plant locations.

The ongoing CSR activities are being sustained and improved. The company constituted aCSR committee to review the CSR activities . The activities are briefly summarized below:

EDUCATION

NCL has established Elementary and High School to cater to the educational needs ofnearby tribal villagers up to a radius of 8 km.

The education provided is absolutely free to tribal children without charging any fees.In addition the company also extends subsidized transportation to the Tribal children tofacilitate their attending the classes.

317 out of the school strength of around 676 are tribal children.

The school is equipped with digital smart classes to impart teaching with latestteaching aids.

The school has teaching strength of 28.

Children from the school including tribal children got admission in prestigiousinstitutions like I.I.I.T and Indian Institute of Science & Technology Kolkata.Thishigh school achieved 100% pass in class X public examinations conducted by the govt.ofTelangana. This high school achieved 1st place at mandal level. In sports one studentfrom this high school got selected in state level volleyball competition.

As reported in last annual report the demand for setting up a Junior College toprovide facilities for further education considered by the company and necessary stepshave been taken to implement the same. Recently this high school completed 25 years.

The total expenditure for the Education and related activity during the year 2015-2016was Rs. 66.02 Lakhs.

HEALTHCARE

The Company has set up a regular well equipped Five bed hospital manned by qualifiedand experienced medical and nursing staff. This caters to the healthcare needs of thenearby villages and also residents within a radius of 8 kilometers around the plant site.

On an average around 2550 local villagers avail free Out Patient facility every month.Wherever possible free medicines are provided by the Company to the patients.

Specialists from various faculties visit the hospital every week to provide Medicare tothe patients. In addition specialist doctors from super specialty hospitals from Hyderabadvisit the hospital once in a month.

In addition your Company organizes several medical and health camps each year insurrounding villages to provide health care and to improve the awareness of health andsanitation among villagers. During the year under review your company conducted 48 suchcamps including dental pulse polio diabetic screen DEC tablets distribution E.N.T.etc. NCL is also conducting blood donation camps on special occasions like annual dayworld health day etc. NCL engaged child specialist dentist eye specialist childrenspecialist and gynecologists on retainer basis to visit the health center to provide freeconsultation for the benefit of villagers. Best Doctor award in Nalgonda district given toNCL Health Center on the occasion of Republic day and World T.B. day. So far this hospitalbagged 21 awards .

Ambulance Services is also provided by the Company to the local community.

ENVIRONMENT

A plantation drive was undertaken in and around NCL plant locations to convert areas into green zones.

Besides providing clean drinking water to staff quarters located in plant areas aseparate Sewage Treatment Plant (STP) was set up near the plant area located at Mattapallivillage and Poantasahib to treat the sewage water coming out from staff quarters and usethe recycled water to plantation areas to grow it as lush greenery and to balance ecologyand environment. Purified drinking water is supplied to remote areas in nearby villages /thandas and mineral water is being supplied to school children of NCL High school.

Annexure - D

Particulars of employees who have been in receipt of the remuneration envisaged bySection 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial personnel)

Name Mr. K. Ravi
Age 62 years
Qualification Diploma in Electrical Engineering
Designation Managing Director
Date of commencement of employment Since 11th January 2003
No. of year of experience over 39 years
Remuneration Rs 264.32 lakhs Per Annum*
Last employment held Managing Director of NCL Energy Ltd.
Nature of employment As per the terms approved by the shareholders
Percentage of equity shares held in the company (as on 29/07/2016) 6.62 %

Notes:

*Remuneration as shown above includes salary and other allowances in terms of hisappointment.

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED March 31st 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

NCL Industries Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by NCL Industries Limited(hereinafter called the company) bearing CIN L33130TG1979PLC002521. Secretarial Audit wasconducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on March 31 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2016 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings (Not applicable during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) viz :

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities Exchange Board ofIndia (share based Employee benefits ) Regulations 2014 (Not applicable during theaudit period as the employee welfare trust through which the benefits to employees are tobe granted is yet to be created)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; Not applicable during the audit period as the Secured unlistedredeemable Non convertible debentures issued and allotted during the year were on privateplacement basis

(f) The Securities and Exchange Board of India (Registrars to an Issue and Sharetransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009-Not applicable during the audit period

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998-Not applicable to the Company during the audit period

vi) Other applicable laws including the following

1. Factories Act 1948

2. Industrial Disputes Act 1947

3. Payment of wages Act 1936

4. The Minimum wages Act 1948

5. Employees state insurance Act 1948

6. Employees Provident Funds and Miscellaneous Provisions Act 1952

7. Payment of Bonus Act 1965

8. Payment of gratuity Act 1972

9. Contract Labour (Regulation & Abolition ) Act 1970 10. Maternity Benefit Act1961 11. Environment Protection Act 1986 12. Explosives Act 1884 13. Indian Boilers Act1923 14. Mines Act 1952 15. Legal Metrology Act 2009 16. Income Tax Act 1961 centralexcise Act 1944 and VAT Act 17. Cement Quality Control Order 2003 18. Electricity Act 2003

19. Air (Prevention & control of pollution) Act 1981 and water (Prevention &control of Pollution) Act 1974 I have also examined compliance with the applicable clausesof the following (I) Secretarial Standards issued by The Institute of Company Secretariesof India.

(ii) The Listing Agreements entered into by the Company with National Stock Exchangeand Bombay Stock Exchange

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above subject to thefollowing observations:

1. The Company has allotted 1795455 equity shares to the Promoters group by way ofPreferential allotment during the year in terms of CDR mechanism. The in principleapproval of stock exchanges is not received during the year. The Company has providednecessary clarifications to the stock exchanges as asked for.

2. Two meetings of Independent directors were held in terms of the provisions ofSection 149 (8) Schedule IV (VII) of the Companies Act 2013 and clause 25 (3) ofSecurities Exchange Board of India (Listing obligations and disclosure requirements)Regulations 2015. The decisions were reported to have been communicated to other directorsorally.

3. The Company has filed all the required forms with the Ministry of Corporate affairsin time except Form MR-1 which was filed belatedly on 21st October 2015 and was informedthat the delay was due to technical problems faced in online filing.

4. The Company is required to authorize one or more KMP in terms of Regulation 30(5) ofLODR Regulations 2015 for determining materiality of any event or information fordisclosure to stock exchanges and on Company’s website

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

As per the minutes of the Board and Board committees I noticed that all the decisionswere carried through unanimously.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the company has issued and allottedSecured unlisted redeemable Non convertible debentures on private placement basisamounting to Rs 40 crores during the year.

This report is to be read with our letter of even date which is annexed as Annexure-Aand forms an integral part of this report.

For A.J.Sharma & Associates
Company Secretaries
A.J.Sharma
FCS-2120 CP-2176
Place: Hyderabad
Date: July 20 2016

Annexure - A

To

The Members

NCL Industries Limited 4th Floor Vaishnavi Cynosure Near Gachibowli Fly overReliance Mall Hyderabad-500032.

Our report of even date is to be read along with this letter

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Account of the Company

4. Wherever required I have obtained the Management representation about thecompliances of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rules andregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company

For A.J.Sharma & Associates
Company Secretaries
A.J.Sharma
FCS-2120 CP-2176
Place: Hyderabad
Date: July 20 2016

Explanation of the Board in terms of Section 204(3) of the Companies Act2013.

1. Para 4 of the observation:

The company complied with the Regulation 30(5) of LODR Regulations 2015 at the boardmeeting held on 29th July2016.