Integrated Governance

NILACHAL REFRACTORIES LIMITED

General information about company

Scrip code	502294
NSE Symbol	NOTLISTED
MSEI Symbol	NOTLISTED
ISIN	INE416N01013
Date of start of financial year	01-04-2024
Date of end of financial year	31-03-2025
Reporting Quarter Type	Yearly
Date of Quarter Ending	31-03-2025
Type of company	Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?	true
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?	true
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?	false	NA
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?	false	NA
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?	false	NA
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity?
Risk management committee	false
Market Capitalisation as per immediate previous Financial Year	Any other
Is SCORE ID Available ?	false
SCORE Registration ID
Reason For No SCORE ID	NA
Type of Submission	Original
Remarks (website dissemination)

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Textual Information(1)

Whether the listed entity has a Regular Chairperson

false

Whether Chairperson is related to MD or CEO

false

Disqualification of Directors under section 164 of the Companies Act, 2013

Sr no.

Title(Mr/Ms)

Name of the Director

DIN

Category 1 of directors

Category 2 of directors

Category 3 of directors

Whether the director is disqualified?

Start Date of disqualification

End Date of disqualification

Details of disqualification

Current status

Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]

Date of passing special resolution

Initial Date of appointment

Date of Re-appointment

Date of cessation

Tenure of director(in months)

No of Directorship in listed entities including this listed entity(Refer Regulation 17A of Listing Regulations)

No of Independent Directorship in listed entities including this listed entity(Refer Regulation 17A(1) of Listing Regulations

Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)

No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)

Reason for Cessation

Notes for not providing PAN

Notes for not providing DIN

SUNDARESAN RADHEKRISHNAN

00009818

Non-Executive - Independent Director

Not Applicable

false

Active

25-11-2014

28-12-2020

116

VIMAL PRAKASH

00174915

Non-Executive - Non Independent Director

Not Applicable

false

Active

06-05-2006

NIRAJ JALAN

00551970

Non-Executive - Non Independent Director

Not Applicable

false

Active

06-05-2006

Mrs

BINDU JAIN

07159504

Non-Executive - Independent Director

Not Applicable

false

Active

25-03-2015

28-12-2020

112

PRADIP KUMAR MOHAPATRA

08067067

Non-Executive - Independent Director

Not Applicable

false

Active

14-02-2018

VINAY AGARWAL

02341559

Non-Executive - Non Independent Director

Not Applicable

false

Active

23-07-2020

Text Block

Textual Information(1)

The Company doesnot have Permanent Chairperson

Annexure I

II. Composition of Committees
Disclosure of notes on composition of committees explanatory

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson						true
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	07159504	BINDU JAIN	Non-Executive - Independent Director	Chairperson	14-08-2024
2	08067067	PRADIP KUMAR MOHAPATRA	Non-Executive - Independent Director	Member	14-08-2024
3	00009818	SUNDARESAN RADHEKRISHNAN	Non-Executive - Independent Director	Member	14-08-2024

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson						true
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	08067067	PRADIP KUMAR MOHAPATRA	Non-Executive - Independent Director	Chairperson	14-08-2024
2	07159504	BINDU JAIN	Non-Executive - Independent Director	Member	14-08-2024
3	00009818	SUNDARESAN RADHEKRISHNAN	Non-Executive - Independent Director	Member	14-08-2024

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson						true
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00174915	VIMAL PRAKASH	Non-Executive - Non Independent Director	Chairperson	14-08-2024
2	00551970	NIRAJ JALAN	Non-Executive - Non Independent Director	Member	14-08-2024
3	07159504	BINDU JAIN	Non-Executive - Independent Director	Member	14-08-2024

Annexure I

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Notes for not providing Date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors as on date of the meeting	Number of Directors present*(All directors including Independent Director)	No. of Independent Directors attending the meeting*
1	14-11-2024			true	6	6	3
2	09-12-2024	24		true	6	6	3
3	06-02-2025	58		true	6	6	3

Annexure I

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Name of other committee	Reson for not providing date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors in the Committee as on date of the meeting	Number of Directors Present (All Directors including Independent Director)	No. of Independent Directors attending the meeting*	No. of members attending the meeting (other than Board of Directors)
1	Audit Committee	14-11-2024				true	3	3	3	0
2	Audit Committee	06-02-2025	83			true	3	3	3	0
3	Nomination and remuneration committee	09-12-2024				true	3	3	3	0

Annexure I

V. Affirmations
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	true
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	true
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	true
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c.Stakeholders relationship committee	true
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable the top 1000 listed entities)	NA
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	true
9	Any comments/observations/advice of Board of Directors may be mentioned here:

Annexure I

Sr	Subject	Compliance status
1	Name of signatory	SUKOMAL KANTI GUHA
2	Designation	Company Secretary and Compliance Officer

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter		false
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I.Disclosure on website in terms of LODR Regulation
Sr	Item	Compliance status (Yes/No/NA)	If status is 'No' details of non-compliance may be given here.	Web address
1.1	Details of business	Yes		http://www.nilachal.in/
1.2	Memorandum of Association and Articles of Association	Yes		http://www.nilachal.in/
1.3	Brief profile of board of directors including directorship and full-time positions in body corporates	Yes		http://www.nilachal.in/
2	Terms and conditions of appointment of independent directors	Yes		http://www.nilachal.in/
3	Composition of various committees of board of directors	Yes		http://www.nilachal.in/
4	Code of conduct of board of directors and senior management personnel	Yes		http://www.nilachal.in/
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		http://www.nilachal.in/
6	Criteria of making payments to non-executive directors	Yes		http://www.nilachal.in/
7	Policy on dealing with related party transactions	Yes		http://www.nilachal.in/
8	Policy for determining 'material' subsidiaries	Yes		http://www.nilachal.in/
9	Details of familiarization programmes imparted to independent directors	Yes		http://www.nilachal.in/
10	Email address for grievance redressal and other relevant details	Yes		http://www.nilachal.in/
11	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		http://www.nilachal.in/
12	Financial results	Yes		http://www.nilachal.in/
13	Shareholding pattern	Yes		http://www.nilachal.in/
14	Details of agreements entered into with the media companies and/or their associates	NA
15.1	(I) Schedule of analyst or institutional investor meet (II) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events.	NA
15.2	Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means	NA
16	New name and the old name of the listed entity	NA
17	Advertisements as per regulation 47 (1)	Yes		http://www.nilachal.in/
18	Credit rating or revision in credit rating obtained	NA
19	Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year	NA
20	Secretarial Compliance Report	Yes		http://www.nilachal.in/
21	Materiality Policy as per Regulation 30 (4)	Yes		http://www.nilachal.in/
22	Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)	Yes		http://www.nilachal.in/
23	Disclosures under regulation 30(8)	Yes		http://www.nilachal.in/
24	Statements of deviation(s) or variations(s) as specified in regulation 32	NA
25	Dividend Distribution policy as per Regulation 43A(1)	NA
26.1	Annual return as provided under section 92 of the Companies Act, 2013	Yes		http://www.nilachal.in/
26.2	Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021	NA
27	Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)	Yes		http://www.nilachal.in/
28	Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating	Yes		http://www.nilachal.in/
29	Disclosure of notes on website in terms of Listing Regulations explanatory [Text Block]

Annexure II

II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is 'No' details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of 'independence' and/or 'eligibility'	16(1)(b)	Yes
2	Board composition	17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Quorum of Board meeting	17(2A)	Yes
5	Review of Compliance Reports	17(3)	Yes
6	Plans for orderly succession for appointments	17(4)	Yes
7	Code of Conduct	17(5)	Yes
8	Fees/compensation	17(6)	Yes
9	Minimum Information	17(7)	Yes
10	Compliance Certificate	17(8)	Yes
11	Risk Assessment & Management	17(9)	Yes
12	Performance Evaluation of Independent Directors	17(10)	Yes
13	Recommendation of Board	17(11)	Yes
14	Maximum number of Directorships	17A	Yes
15	Composition of Audit Committee	18(1)	Yes
16	Meeting of Audit Committee	18(2)	Yes
17	Role of Audit Committee and information to be reviewed by the audit committee	18(3)	Yes
18	Composition of nomination & remuneration committee	19(1) & (2)	Yes
19	Quorum of Nomination and Remuneration Committee meeting	19(2A)	Yes
20	Meeting of Nomination and Remuneration Committee	19(3A)	Yes
21	Role of Nomination and Remuneration Committee	19(4)	Yes
22	Composition of Stakeholder Relationship Committee	20(1), 20(2) & 20(2A)	Yes
23	Meeting of Stakeholders Relationship Committee	20(3A)	Yes
24	Role of Stakeholders Relationship Committee	20(4)	Yes
25	Composition and role of risk management committee	21(1),(2),(3),(4)	NA
26	Meeting of Risk Management Committee	21(3A)	NA
27	Quorum of Risk Management Committee meeting	21(3B)	NA
28	Gap between the meetings of the Risk Management Committee	21(3C)	NA
29	Vigil Mechanism	22	Yes
30	Policy for related party Transaction	23(1), (1A), (5), (6), & (8)	Yes
31	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
32	Approval for material related party transactions	23(4)	NA
33	Disclosure of related party transactions on consolidated basis	23(9)	NA
34	Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
35	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	NA
36	Alternate Director to Independent Director	25(1)	NA
37	Maximum Tenure	25(2)	Yes
38	Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism	25(2A)	Yes
39	Meeting of independent directors	25(3) & (4)	Yes
40	Familiarization of independent directors	25(7)	Yes
41	Declaration from Independent Director	25(8) & (9)	Yes
42	Directors and Officers insurance	25(10)	NA
43	Confirmation with respect to appointment of Independent Directors who resigned from the listed entity	25(11)	Yes
44	Memberships in Committees	26(1)	Yes
45	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
46	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
47	Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity	26(6)	Yes
48	Vacancies in respect Key Managerial Personnel	26A(1) & 26A(2), 26A(3)	Yes
Any other information to be provided

Annexure II

1	Name of signatory	SUKOMAL KANTI GUHA
2	Designation	Company Secretary and Compliance Officer

Annexure II

III. Affirmations
Sr	Particulars	Compliance status (Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	NA
Any other information to be provided

Annexure II

1	Name of signatory	SUKOMAL KANTI GUHA
2	Designation	Company Secretary and Compliance Officer

Signatory Details

Name of signatory	SUKOMAL KANTI GUHA
Designation of person	Company Secretary and Compliance Officer
Place	KOLKATA
Date	12-04-2025

Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter		0
No. of investor complaints received during the Quarter		3
No. of investor complaints disposed off during the Quarter		3
No. of investor complaints those remaining unresolved at the end of the Quarter		0