NACL Industries Ltd, a prominent player in the agrochemical sector, has announced a series of significant corporate actions, including multiple board appointments and amendments to its Articles of Association, following the acquisition of a controlling 53% stake by Coromandel International Limited.

Board Appointments and Restructuring

The company has issued a postal ballot notice seeking shareholder approval for the appointment of several new directors:

1. Mr. Natarajan Srinivasan, a seasoned finance professional with over 35 years of experience, including significant roles within the Murugappa Group.
2. Mr. S Sankarasubramanian, who brings nearly 30 years of experience in finance, operations, and general management from the Murugappa Group.
3. Dr. Raghuram Devarakonda, proposed as Managing Director & CEO, with over 30 years of experience in Indian industry and business consulting.
4. Mr. Suresh Subramanian, Mr. B Raghvendra Rao, and Mr. Sanjiv Lal, all proposed as Non-executive Independent Directors, bringing diverse expertise in finance, banking, and agrochemical sectors respectively.

Key Management Changes

Notably, Dr. Raghuram Devarakonda's appointment as Managing Director & CEO comes with a proposed remuneration package including a monthly basic salary of Rs. 12,01,350 and variable pay up to 70% of annual basic pay. This appointment is set for a three-year term, subject to shareholder approval.

Corporate Governance and Structural Changes

The company is also seeking approval for:

1. Appointment of new statutory auditors, S.R. Batliboi & Associates LLP, to replace the resigned auditors B S R & Co.
2. Amendments to the Articles of Association, following the termination of a previous shareholders' agreement.

Voting Process

NACL Industries has set up an e-voting period from August 19 to September 17, for shareholders to cast their votes on these proposals.

Strategic Implications

These changes come in the wake of Coromandel International Limited's acquisition of a controlling stake in NACL Industries. The board restructuring and management changes appear to be part of a broader strategy to align the company's leadership with its new ownership structure and to potentially leverage synergies between NACL and Coromandel International.

The proposed appointments bring a wealth of experience from the Murugappa Group, which owns Coromandel International, suggesting a potential integration of management practices and strategic alignment between the two entities.

As NACL Industries navigates this transition, the new leadership team, if approved, will face the challenge of steering the company through the competitive agrochemical landscape while potentially exploring new growth opportunities under the Coromandel umbrella.

Shareholders will play a crucial role in shaping the company's future direction through their votes on these significant corporate actions.

NACL Industries , a prominent player in the Indian agrochemical sector, has undergone a significant ownership change and corporate restructuring. Coromandel International Limited, a leading agri solutions provider, has acquired a controlling 53.13% stake in NACL Industries, marking a pivotal moment in the company's history.

Acquisition Details

Coromandel International completed the acquisition of 10,68,96,146 equity shares of NACL Industries through share purchase agreements with previous promoters including KLR Products Limited, K. Lakshmi Raju, and Bright Town Investment Advisor Private Limited. This transaction has resulted in Coromandel International becoming the new promoter of NACL Industries, effectively changing the control of the company.

Board Restructuring

Following the change in ownership, NACL Industries has undergone a substantial board restructuring:

New Appointments

• Dr. Raghuram Devarakonda: Appointed as Managing Director and Chief Executive Officer
• Mr. Natarajan Srinivasan: Appointed as Non-Executive Director
• Mr. Sankarasubramanian S: Appointed as Non-Executive Director
• Mr. Suresh Subramanian: Appointed as Independent Director
• Mr. B. Raghavendra Rao: Appointed as Independent Director
• Mr. Sanjiv Lal: Appointed as Independent Director

Resignations

Ten existing directors, including the previous Chairperson Mrs. K Lakshmi Raju, have stepped down from their positions.

Management Changes

Mr. Natarajan Srinivasan, Executive Vice Chairman of Coromandel International, has been appointed as the new Chairman of the NACL Board of Directors. Mr. S Sankarasubramanian, Managing Director & CEO of Coromandel, has joined the NACL Board as a Non-Executive Director.

Strategic Implications

The acquisition is expected to create synergies between NACL Industries and Coromandel International, potentially strengthening NACL's product portfolio and expanding its presence in both domestic and international markets.

Statutory Auditor Change

In light of the ownership change, B S R & Co., the previous statutory auditors, have resigned due to potential independence implications. S. R. Batliboi & Associates LLP has been appointed as the new statutory auditors, subject to shareholder approval.

Shareholder Approval

The company will seek shareholder approval through postal ballot for the new appointments and amendments to the articles of association, reflecting the termination of the previous shareholders' agreement.

This strategic move by Coromandel International to acquire NACL Industries is likely to have significant implications for both companies in the agrochemical sector. As the integration process unfolds, industry observers will be keenly watching how this acquisition shapes the competitive landscape in the Indian agricultural solutions market.