NCL Holdings Unlisted Shares Annual Reports

NCL Holdings Unlisted Shares

The document is the annual report for the fiscal year 2022-2023 for NCL Holdings (A&S) Limited, along with its subsidiaries. **Overview:** * **Company Information:** NCL Holdings (A&S) Limited, incorporated on January 5, 2018, focuses on acquiring non-building material assets from NCL Buildtek Limited and other related business activities such as acting as financial advisors, contractors, builders, and real estate agents. **Annual General Meeting (AGM) Notice:** * The 6th AGM will be held on December 27, 2023, via video conferencing. * The agenda includes adopting audited financial statements (standalone and consolidated), approving a final equity dividend of ₹1.25 per share (12.5% on the face value of ₹10 per share) for FY 2022-23, re-appointing Mr. Ambujodar Reddy Kanala as Director, and regularizing the appointment of Mr. Raghunadh Guntupalli as a Director and Managing Director. * A special resolution will be considered to allow the company to borrow money exceeding its paid-up share capital, free reserves, and securities premium, up to ₹300 crores. **Board of Directors & Key Personnel:** * The Board of Directors includes Pooja Kalidindi, Ambujodar Reddy Kanala, Bimal Vinodrai Goradia, and Raghunadh Guntupalli (Managing Director). * Key Managerial Personnel (KMP) include Madhur Shrivastav (Company Secretary) and Sarasuram Dendukuri (Chief Financial Officer). **Scheme of Merger:** * The Hyderabad Bench of the National Company Law Tribunal (NCLT) approved the merger of NCL Green Habitats Private Limited with NCL Holdings (A&S) Limited, effective April 1, 2022. * A similar scheme for Eastern Ghat Renewable Energy Limited is awaiting NCLT approval. **Financial Performance (Consolidated):** * Total Revenue: ₹9785.75 Lakhs (₹2498.34 Lakhs in FY 2021-22) * Profit Before Exceptional Items & Tax: ₹1251.50 Lakhs (₹307.98 Lakhs in FY 2021-22) * Profit After Tax (After Minority Interest): ₹1007.90 Lakhs (₹180.70 Lakhs in FY 2021-22) **Financial Performance (Standalone):** * Total Revenue: ₹7878.51 Lakhs (₹546.84 Lakhs in FY 2021-22) * Profit Before Tax: ₹1186.19 Lakhs (₹38.36 Lakhs in FY 2021-22) * Profit After Tax: ₹863.24 Lakhs (₹28.96 Lakhs in FY 2021-22) **Subsidiary and Associate Performance:** * Sun Crop Sciences Private Limited is now an associate company. * Kakatiya Industries Private Limited (hydro power division) generated revenue of ₹1,138.06 Lakhs and is working toward project specified rate approval * Chemical division is estimating ₹3,279.44 Lakhs of revenue and ₹400.32 Lakhs PBT for FY 2023-24. * Eastern Ghat Renewable Energy Limited had no operations. **Key Financial Transactions:** * Sale of land in Tamil Nadu contributed to the top and bottom lines. * New investments of ₹5105.47 Lakhs were made by purchasing equity in NCL Industries Limited. **Corporate Governance and Compliance:** * The company is in compliance with applicable Secretarial Standards. * Statutory Auditors are M/s. Bhanu Murali & Co. * A Stakeholders Relationship Committee exists, addressing shareholder grievances. **Loans, Guarantees, and Investments:** * The company can provide loans, guarantees, or security, and make investments up to ₹300 crores beyond paid-up capital and free reserves. * The company has extended corporate guarantees to IREDA Limited, Yes Bank Limited, and Canara Bank Limited, covering limits availed by Kakatiya Industries and NCL Buildtek. **Other Information:** * The company plans to focus on subsidiary performance and restructuring. * The company has merged one of its subsidiaries to maximize advantages and resources. * A dividend of 12.5% (₹1.25 per share) is recommended for FY 2022-23. **Auditor's Reports:** * Unqualified opinions are provided for both standalone and consolidated financial statements. * An audit of internal financial controls over financial reporting is included. **Directors' Responsibility Statement:** * The directors confirm compliance with accounting standards, maintenance of adequate accounting records, and preparation of annual accounts on a going concern basis. **Material Changes and Commitments:** * The merger of NCL Green Habitats with NCL Holdings, approved on October 11, 2023, will result in the absorption of NCL Green Habitats' assets and liabilities. **Risk Management and CSR:** * The company does not have a Risk Management Policy due to minimal risk. * The company is not required to constitute a Corporate Social Responsibility (CSR) Committee.

NCL Holdings Unlisted Shares

NCL Holding’s (A&S) LTD’s fifth annual report for the financial year 2021-22 includes audited statements of accounts for both the company and its subsidiaries. The AGM was scheduled for September 28, 2022, and it involved consideration of financial statements, approval of a final dividend of Rs. 1 per equity share, and the reappointment of Bimal Vinodrai Goradia as director. Pooja Kalidindi's regularization as a director (Non-Executive – Promoter) was also under consideration. Shareholders were to receive the AGM notice electronically, and the meeting was conducted through video conferencing. Remote e-voting was available, with CDSL providing the e-voting platform. The report highlights financial results in lakhs of rupees, comparing FY2021-22 to FY2020-21. For the standalone results, income increased from 472.85 to 541.33 (includes income from sale of part of NCL Industries Ltd Shares) while profit after tax decreased from 231.93 to 64.83. The profit decline was attributed to a provision for loss of Rs. 244.82 lakhs on the sale of Sun Crop Sciences shares in July 2022. For the consolidated results, income increased from 2,097.37 to 2,498.34 and profit after tax increased from 160.00 to 180.7. The focus for the year was on consolidating subsidiaries and running the power project smoothly. An application for the amalgamation of NCL Holdings (A&S) Limited, NCL Green Habitats Pvt. Limited, and Eastern Ghat Renewable Energy Limited was in process. The board decided to retain the entire profit in the profit and loss account and recommended a final dividend of Rs. 1 per equity share. Material changes included the sale of shares of M/s. Sun Crop Sciences Private Limited, reducing NCL Holding’s shareholding from 76% to 30%. The company has four subsidiaries: Sun Crop Sciences Private Limited, Kakatiya Industries Private Limited (KIPL), Eastern Ghat Renewable Energy Limited, and NCL Green Habitats Pvt. Ltd. Sun Crop Sciences showed a nominal profit. The Hydro Power Project (2 X 4.5 MW) of Kakatiya Industries commenced commercial operations in April and May 2022. The company has applied for registration under Global Carbon Council (GCC) for carbon credits related to the hydro power project, with sales of carbon credits expected to contribute to revenue. The chemical division’s revenue increased by 57% to Rs. 1,002.78 Lakhs, with a profit before tax of Rs. 219.74 Lakhs. Divesting the Chemical Division via scheme of demerger is planned with approvals pending. Eastern Ghat Renewable Energy Limited does not plan to undertake any activities, and a merger with NCL Holdings (A&S) Ltd is proposed. NCL Green Habitats Pvt. Ltd. has the plan approval for land in Hosur, Tamil Nadu with an expected sale value of Rs. 68.48 Crores and is aiming to exit from the state and to re-invest in Hyderabad. Management had proposed to merge with NCL Holdings (A&S) Ltd. There were six board meetings during the year and none of the directors are disqualified. Ashven Datla resigned, and Pooja Kalidindi was appointed as Additional Director. Madhur Shrivastav was appointed as Company Secretary, and D. Sarasuram as Chief Financial Officer (CFO). The company has extended a Corporate Guarantee in favor of SBI to cover the revised limits availed by NCL Buildtek Limited. Related party transactions were on an arm’s length basis and in the ordinary course of business. The report includes annexures with financial statements, auditor’s reports, details of share capital, reserves, borrowings, and assets. The auditors expressed an opinion that the standalone and consolidated financial statements give a true and fair view of the state of affairs of the company.