NCL Industries Faces Regulatory Fines for Delayed Committee Compliance

NCL Industries Limited , a prominent player in the Indian manufacturing sector, has recently come under regulatory scrutiny for delayed compliance with key SEBI regulations. The company faces fines from both the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE) for tardiness in constituting crucial board committees.

Regulatory Non-Compliance and Fines

NCL Industries has been fined by both major Indian stock exchanges for failing to comply with SEBI regulations regarding the timely constitution of key committees. The details of the fines are as follows:

Exchange	Fine Amount (in Rs.)	Reason for Fine
NSE	3,39,840	Delayed compliance with committee constitution
BSE	3,39,840	Delayed compliance with committee constitution

The non-compliance specifically relates to the constitution of three critical committees:

Audit Committee
Nomination and Remuneration Committee
Stakeholder Relationship Committee

These committees play vital roles in ensuring good corporate governance, and their timely formation is mandated by SEBI for listed companies.

Company's Response and Board Review

In response to the fines levied, NCL Industries' Board of Directors convened to review the matter. The key points from the Board's review are:

The Board acknowledged that the delay was technical and procedural in nature.
They emphasized that the delay did not have any impact on shareholders or governance processes.
The company has authorized its management to request a waiver of fines from both NSE and BSE.

Implications and Future Steps

While the company maintains that the non-compliance was unintentional and without material impact, this incident highlights the importance of strict adherence to regulatory timelines in corporate governance matters. For investors and stakeholders, such incidents may raise questions about the company's internal processes and regulatory compliance mechanisms.

Moving forward, NCL Industries will likely need to:

Strengthen its compliance procedures to avoid similar incidents in the future.
Engage proactively with the stock exchanges to present their case for a fine waiver.
Reassure stakeholders about their commitment to good corporate governance practices.

As the situation develops, investors and market watchers will be keen to see how the exchanges respond to NCL Industries' waiver request and what steps the company takes to enhance its regulatory compliance framework.

Note: Investors are advised to keep track of further developments and consider the potential impact of regulatory compliance issues in their investment decisions.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-0.53%	-1.72%	-2.18%	-12.72%	-8.45%	+37.33%

NCL Industries Issues Postal Ballot Notice for Key Director Appointments

NCL Industries has issued a postal ballot notice seeking shareholder approval for three significant director appointments. The company announced these changes through a regulatory filing under Regulation 30 of the SEBI Listing Regulations.

Proposed Director Appointments

The postal ballot includes three key resolutions for director appointments:

Resolution:	Appointee	Position	Type
Resolution 1:	K. Ravi (DIN: 00720811)	Vice Chairman & Managing Director	Special Resolution
Resolution 2:	Gautam Kalidindi (DIN: 02706060)	Non-Executive Director	Ordinary Resolution
Resolution 3:	Roopa Bhupatiraju (DIN: 01197491)	Non-Executive Director	Ordinary Resolution

Key Appointment Details

K. Ravi - Vice Chairman & Managing Director

K. Ravi, currently 71 years old, will be appointed as Vice Chairman and Managing Director for a five-year term effective from December 3. The appointment comes with a comprehensive remuneration package:

Component:	Details
Monthly Salary:	₹13.75 lakhs (with annual increment of ₹1.38 lakhs)
Commission:	2% of net profit computed under Section 198
Housing/HRA:	40% of salary
Total Monthly Cost:	Approximately ₹24.80 lakhs plus commission

K. Ravi brings over 45 years of experience in cement and building materials sector and has been associated with the company since inception. He previously served as Managing Director from 2003 and has been instrumental in the company's expansion and diversification programs.

Leadership Transitions

The appointments follow recent resignations from executive positions. Gautam Kalidindi resigned from his position as Managing Director to pursue other business opportunities but expressed willingness to continue in a non-executive capacity. Similarly, Roopa Bhupatiraju stepped down from her Executive Director role to focus on personal commitments while remaining available as a Non-Executive Director.

Postal Ballot Timeline

The company has established a comprehensive timeline for the postal ballot process:

Event:	Date/Time
Cut-off Date:	Friday, December 12, 2025
Notice Dispatch Completion:	Monday, December 15, 2025
Remote e-Voting Start:	Saturday, December 20, 2025 at 9:00 AM (IST)
Remote e-Voting End:	Sunday, January 18, 2026 at 5:00 PM (IST)
Results Announcement:	Tuesday, January 20, 2026

Shareholding Details

The appointees hold significant stakes in the company:

Director:	Shareholding
K. Ravi:	29,73,196 equity shares
Gautam Kalidindi:	25,49,798 equity shares
Roopa Bhupatiraju:	27,04,419 equity shares plus ₹72 lakhs in fixed deposits

E-Voting Process

NCL Industries has engaged Central Depository Services (India) Ltd. (CDSL) to provide remote e-voting facility. The company appointed A. Ravishankar (COP No: 4318) as Scrutinizer, with Venkatesh Puranik (COP No. 25510) as alternate, to conduct the postal ballot process.

The postal ballot notice is being sent electronically to members whose email addresses are registered with the company or depositories as of the cut-off date. Members can exercise their voting rights through the remote e-voting system during the specified period.