- Karnataka floor test: Yeddyurappa calls Deve Gowda chameleon; updates
- GDPR is here: Mess Up and we'll fine you, warns EU privacy chief
- MARKETS LIVE: Sensex gains 200 pts, Nifty hovers around 10,600; ONGC up 4%
- MARKETS LIVE: Sensex gains 200 pts, Nifty hovers around 10,600; ONGC up 4%
- Govt orders out-of-turn coal for state-run power firms, pvt ones to be hit
- IED blast rocks Indian eatery in Toronto; hunt on for 2 suspects; updates
- TCS sees m-cap top Rs 7 trn, becomes first Indian firm to achieve this feat
- Gateway okays acquisition of Blackstone stake in arm; stock up 20%
NBCC (India) Ltd.
|BSE: 534309||Sector: Infrastructure|
|NSE: NBCC||ISIN Code: INE095N01031|
|BSE 15:32 | 25 May||97.90||
|NSE 15:31 | 25 May||97.80||
|Mkt Cap.(Rs cr)||17,622|
|Mkt Cap.(Rs cr)||17622.00|
NBCC (India) Ltd. (NBCC) - Director Report
Company director report
Your Directors are pleased to present the 57th Annual Report and the Audited FinancialStatements for the Financial Year ended on March 312017 together with the reports ofStatutory Auditors and Comptroller and Auditor General of India thereon.
The financial highlights for the year ended March 312017 under review are as follows:(? jn crore)
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS). Ind AS ismandatorily applicable to Companies (listed and unlisted) whose net worth is equal to orgreater than Rs. 500 crore and its subsidiaries joint ventures or associate companies forthe periods beginning on or after April 12016 with comparatives for the period endingMarch 312016 or there after.
The Company has followed the prescribed Indian Accounting Standards as laid down by theInstitute of Chartered Accountants of India (ICAI) and notified by the Ministry ofCorporate Affairs for preparation of its financial statements and adoption of significantaccounting policies.
OPERATIONS AND BUSINESS PERFORMANCE
During the year under review the Company's total income from operations increased by8.01% i.e. to Rs. 6400.73 Cr. as compared to Rs. 5926.25 Cr. in the previous year andProfit After Tax (PAT) increased by 22.55% to Rs. 354.51 Cr. against Rs. 289.28 Cr. in theprevious year.
During the year under review the Company's total income from operations increased7.69% i.e. to Rs. 6367.96 Cr. as compared to Rs. 5913.19 Cr. In the previous year PATincreased by 22.35% i.e. to Rs. 3S1.10Cr. as compared to Rs. 286.96 Cr. in the previousyear.
The Company did not transfer any amounts to its general reserve during the financialyear ended March 312017 DIVIDEND
Your Directors have recommended final dividend of Rs. 1.10/- per equity share of facevalue of Rs. 2/- each (i.e. @55%) for the financial year 2016-17 subject to the approvalof the Members in the ensuing Annual General Meeting. An interim dividend of 53 paisa(i.e. @ 26.5%) per equity share of face value of Rs 2/- each has already been paid for thefinancial year 2016-17.
Dividend has been declared considering the Dividend Distribution Policy of the Companyforms part of this report and the dividend payout has been recommended considering thedeployment of the Company's internal accruals for growth plans.
CHANGE IN SHARE CAPITAL AND DISINVESTMENT BYGOVERNMENTOF INDIA
During the financial year 2016-17 the One Equity Share of Rs. 10/- each was split intoFive Equity Shares of Rs. 2/- each. Further the Company has issued Bonus Shares in theratio of l(one) bonus share of Rs 2/- each for every 2 (two) existing fully paid-up equityshares of Rs 2/- each and accordingly 30 (Thirty) Cr. Equity Shares were issued pursuantto Bonus Issue and the paid up share capital of the company increased from Rs. 120 Cr. toRs. 180 Cr.
The Government of India (GOI) disinvested 15% of equity shares in NBCC through OfferFor Sale (OFS) in October 2016 for Rs. 2200 Cr. (approx). After the said disinvestmentthe shareholding of GOI reduced to 75% and share holding of Public increased to 25%.
For the FY 2016-17 the targets and achievement as per the signed MoU are as follows:
(Rs. in Crore)
For the year 2016-17 based on the MoU parameters NBCC is predicted to be slated"Excellent."
Your Company is a certified ISO 9001:2015 in Project Management & Consultancy.
AWARDS CONFERRED DURING THE YEAR 2016-17
NBCC continued on the path of excellence and innovation achieving several accoladesand awards during the year as follows:
"IEI Industry Excellence Award 2016" for contribution to Engineering Servicesand Consultancy.
"India's Top Challengers Award" and the "Fastest Growing ConstructionCompany Award" by Construction World Magazine (ASAPP Media).
Excellence in Built Environment 2014-15 by the Indian Buildings Congress for theNational Museum for Indian Cinema (NMIC) Mumbai
TheDun & Bradstreet PSU Awards 2016 under the "Contract and ConstructionServices Sector"category.
Gold Award in Construction Sector by Greentech Foundation for NBCC's East Kidwai Nagarproject for outstanding achievements in safety management.
The News Ink 'PSU Shining Award'
PSE Excellence and Award by the Indian Chamber of Commerce for the categories:Operational Performance Excellence and Company of The Year.
The 15th Annual Greentech Safety Awards 2016"by Greentech Foundation forOutstanding Achievement in Safety Management for Redevelopment of Kidwai Nagar (East)Project New Delhi.
The Bizz Award 2016 under the World Business Leader Category by World Confederation ofBusinesses Texas (US).
Golden Peacock Award 2016 for Overall "Business Excellence" by the Instituteof Directors (IOD)
India Pride Awards 2015-2016 by the Dainik Bhaskar Group under the Central PSUscategory for "India Image Enhancement and Creating a Global Brand."
During the year under review your Company has not accepted any deposit and noprincipal or interest was outstanding as on March 312017.
LOAN GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements formingpart of this Annual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has two wholly owned subsidiaries ("NBCC Services Limited" and"NBCC Engineering & Consultancy Limited") and one Foreign Subsidiary"NBCC Gulf LLC" Oman as on March 31 2017. In the year 2015 NBCC entered intoa Joint Venture with the Government of Rajasthan to form the 'Real Estate Development andConstruction Corporation of Rajasthan Ltd' where both the parties have share holding of50% of the issued share capital.
Further with effect from April 01 2017 Hindustan Steelworks Construction Limited(HSCL) has become a subsidiary on acquisition of its 51%share capital by NBCC.
Besides above a new company "NBCC International Limited" was incorporated aswholly owned subsidiary on July 05 2017 to carry out the construction real estate andproject management consultancy business in overseas countries and another wholly ownedsubsidiary "NBCC Environment Engineering Limited" was incorporated on July 102017 to carry out the business in the field of environment and sustainability.
The Company appreciates the role of its human capital in propelling the Company to newheights.
The position of recruitment of SC/ST employee's category-wise for the year 2016-17 isas under:-
NBCC is compliant of all directives issued by the Government of India with respect tofilling vacancies for SC/ST/OBC/ Ex.-servicemen.
Further NBCC has also complied with all government regulations regarding reservationrelaxations concessions & benefits as provided under rules for Persons withdisabilities (Equal Opportunities Protection of Rights & full participations) Act.1995.
No. of regular employees /NMR/PRW/WE Employees at the close of the year.
No. of technicians on overseas projects: Nil
IR scenario during the year: The Industrial Relations scenario in the Company duringthe year 2016-17 remained peaceful and conducive and no man days were lost in strikes orany other form of unrest. All industrial disputes and differences were amicably resolved.Your Company maintained cordial and a harmonious relationship with all stakeholders/Unions/Association during the year. Structured meetings were held regularly onquarterly basis.
Working Status of Woman Employees in the Company-Category wise and SC/ST/VH/PHgroup-wise.
(i) Working status of Woman employees category-wise:
(ii) Total Numbers. Group-wise SC/ST/VH/PH:
Manpower Status as on March 312017 DISCIPLINE & CATEGORY WISE
Number of people employed during the year 2016-17:
HUMAN RESOURCE DEVELOPMENT
NBCC recognizes that its human resource is valuable to its organizational goals. We arecommitted to provide our employees a meaningful and compelling work environment whichmotivates and inspires them to foster innovation and stimulate performance. Your Companycontinued focussing on developing employee competency and improving overall organizationalcapabilities. We invested in learning and training sessions to coach mentor and helpemployees develop themselves both personally and professionally. NBCC also recognizes thecontributions of its workforce and rewards exceptional contributions to further motivateinnovation and performance.
Keeping in view the present innovative & challenging market the organization hasarranged need based In-House Training Programs / Technical Workshops to make our officials/ employees aware of latest trends / techniques & changes taking place in theirrespective fields and to enhance their knowledge so that they work with more potential& zeal to achieve the Organizational Goal.
To nurture its existing talent your Company organized the following programs andinitiatives during the period under review.
The Company maintained healthy cordial and harmonious industrial relations at alllevels. The efforts of employees have enabled the Company to remain at the leadershipposition in the industry.
SAFEGUARD OF WOMEN AT WORKPLACE
The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 came into force on December 92013 with notification of rules by the Govt ofIndia Ministry of Women and Child Development. The Act provides protection against sexualharassment of women permanent contractual temporary trainees at workplace. The Companyhas been employing 114 women employees in various cadres at the Project and officepremises. The company has constituted a committee in compliance to the Act to redresscomplaints regarding sexual harassment. The committee functions in accordance with themodel code of conduct developed by National Commission for woman/ Ministry of Woman andChild Development. The committee spread awareness amongst the employees regarding 'ZeroTolerance' for sexual harassment at work place. The committee also investigates reportedcases of sexual harassment. There were NIL cases filed during the financial year endedMarch 312017.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34 read withSchedule V to the Listing Regulations with the stock exchanges forms part of this Reportas Annexure -1.
Your Directors confirm that:
- in the preparation of annual accounts for the financial year ended March 31 2017the applicable Indian Accounting Standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departure from the same;
- the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312017 and of the profit ofthe Company for the period ended on that date;
- the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
- the Directors have prepared the annual accounts on a going concern basis;
- the Directors have laid down internal financial controls to be followed by theCompany and such internal controls are adequate and are operating effectively and
- the Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
The Company complies with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and guidelines issued by DPE on Corporate governance. The Company hasadopted various practices of governance confirming to the highest ethical and responsiblestandards of business globally benchmarked.
The requisite certificate from the Statutory Auditors of the Company Jagdish Chand& Co. Chartered Accountants confirming compliance with the conditions of corporategovernance as stipulated under the aforesaid Listing Regulations is attached to CorporateGovernance Report. The Corporate Governance Report for the year ended March 312017 formspart of this report as Annexure-II.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year under review the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transaction.The policy on materiality of related party transactions is available on the Company'swebsite at the link http://nbccindia.gov.in/nbccindia/nroot/njsp/Policies.jsp . Theremuneration paid to Key Managerial Personnel is disclosed in the MGT-9 annexed to AnnualReport. The related party contracts referred in section 188 of the Companies Act 2013 inForm AOC-2 and enclosed as Annexure -III.
QUALITY ASSURANCE/QUALITY CONTROL MANUAL
Purpose of Quality plan is to provide guidance for project execution keeping in viewthe Quality system requirement as per ISO- 9001. Due care is taken to clearly specify howthe requirement are to be taken care of and who is responsible for managing performingand verifying the quality related activities at project site. A well-documented qualitysystem comprising quality manual quality system procedures work instructions andformats for creating records has been developed. The Company is committed to follow thequality norms and standardized specific process as specified in the contract to maintainthe desired quality at all units. As part of the continuous apprising and to facilitatethe functional requirements a Quality Assurance/Quality Control Manual has been preparedand issued with reference to specific standards /general construction practice.
NBCC conducts the internal quality audits on planned basis during phase of project byquality department. The records of quality audit are maintained during and aftercompletion of project. The respective Director reviews the quality audit and suggests theadvisory measures and fixes the responsibility in case of any non-conformity. The internalquality audit involves two major activities: - Obtaining an understanding of management'sprocess for evaluating the effectiveness of the entity's internal control and Performingprocedures to obtain sufficient evidence about the design effectiveness and operatingeffectiveness of the entity's internal control.
It is our aim to prevent accidents and cases of work-related ill health as well as toprovide adequate control of health and safety risks arising from work activities. Weachieve this by undertaking relevant risk assessments and also ensure that requiredactions are taken to remove/control risks. It is ensured that the implemented actions haveremoved/reduced the risks and reported the findings of the risk assessments to allrelevant employees. Quality Department reviews the assessments periodically or when thework activity changes as the case may be. Safety in construction is not a matter to betaken lightly. In fact safety needs to be the top most priority in every aspect ofconstruction at all times. National Safety week has been celebrated at Head Officeorganized by Quality Cell. NBCC is committed to safety of its employees and the peopleassociated with construction activities at the site and around the site.
DIVIDEND DISTRIBUTION POLICY
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the top 500 listed companies shall formulate a dividend distributionpolicy. Accordingly the policy was adopted to set out the parameters and circumstancesthat will be taken into account by the Board while determining the distribution ofdividend to its shareholders and/or retaining profits earned by the Company The policy isattached as Annexure-IV and is also available on the Company's website athttp://www.nbccindia.com/nbccindia/nroot/njsp/Policies.jsp .
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR) & SUSTAINABILITY DEVELOPMENT
The company has CSR committee in compliance with provisions of Section 135 of theCompanies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014and the Company has in place a CSR policy in line with Schedule VII of the Companies Act2013 which can be accessed on the Company's website at the link'http://nbccindia.gov.in/nbccindia/ nroot/njsp/Policies.jsp'
The Company also has a Sustainability Policy to ensure healthy well-being of itsstakeholders and protecting the environment. The policy guidelines are integral to the waythe Company conducts its construction as well as other business operations. NBCC iscommitted to ensure that it meets its business goals without compromising on theaspirations of the present and future generations.
The Annual Report on CSR activities forms part to this Annual Report as Annexure-V.
COMPLIANCE OF DPE GUIDELINES AND POLICIES
The guidelines and policies issued by Department of Public Enterprises from time totime are duly complied with by the Company.
NBCC has always worked to support Micro and Small Enterprises (MSEs) and localsuppliers. Your Company has taken the necessary steps to implement the Public ProcurementPolicy of the Government of India to procure the items specified from
MSEs including SC/STs. Necessary provision is made in all the tenders stating theeligibility of MSEs to participate in the tender. As mandated in the Public ProcurementPolicy-2012 for MSEs (issue by Ministry of MSME- Govt of India) against the target of20% for procurement from MSEs the actual procurement from MSEs during the year was 47.85%i.e. Rs 18.30 lacs out of which procurement from SC/ST vendor was 13.99% i.e. Rs. 2.56lacs.
The Board had formulated a Risk Management Policy for dealing with different kinds ofrisks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. A committee has been constituted in compliance with the requirement of thecompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 to define a framework for identification evaluation and mitigation ofrisk in the decision making process of the business of NBCC and to protect the companyfrom risks and consequence in the pursuit of company's stated strategic goals andobjective.
Your Company periodically analyzes the risks associated with its operations and takesall the necessary precautionary measures to manage and mitigate the known risks.
The Board has accepted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors adequacy andcompleteness of accounting standards and the timely preparation of reliable financialdisclosures. The Company's internal controls system is commensurate with the nature sizeand complexities of operations. These systems are regularly reviewed by the statutoryinternal auditors and audit committee. Significant audit observations and follow upactions are reviewed by the audit committee. The Company's internal financial controlsensures orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding its assets preventing frauds maintaining accuracy ofaccounting records and timely preparation of reliable financial disclosures.
The Vigilance function with the NBCC is an integral part of the Management. TheVigilance Division is the nodal section for handling all Vigilance matters of the Company.NBCC firmly believes that with best practices adequate controls and transparency inplace decisions are taken professionally efficiently effectively and consistentlyleading to the corporate excellence. The Vigilance Division of Corporation is under thecharge of Chief Vigilance Officer (of the rank of Joint Secretary) who is from outsidethe cadre of NBCC officials.
As part of the vigilance activities NBCC maintains a complaint database to effectivelymaintain and monitor the status of the complaints and steps taken towards their redressalwithin a specified timeframe. The Company also maintains a record of all CTE para reportsCBI Cases and Departmental Inquiries. In accordance with the CVC directives the companyhas initiated the process of digitalization of documents.
It is mandatory to acknowledge any grievance/representation within three days ofreceipt and dispose of the same within a period of one month after discussion withrelevant authorities.
The Vigilance Awareness Week was observed in the Corporation & its attached RBG/Zonal/ SBG offices from October 312016 to November 5 2016. The week-long programmewitnessed a number of activities including interactive sessions debates essaycompetition seminars on stress management & ethics etc. A special mention is made ofthe lecture on 'Stress Management and Ethics in Day to Day Life given byShri B.K. Piusof the Brahma kumarisVishwa Vidyalaya.
NBCC has also successfully implemented the integrity pact in the Corporation afterframing all related terms and conditions and amending the Works Manual and GeneralConditions of Contract. Two Independent External Monitors (lEMs) were also appointed withthe approval of the CVC. As per the CVC guidelines the threshold limit of projects tocome under the ambit of the Integrity Pact has been reduced from Rs. 50 crore to Rs. 5crore to cover up 90-95% of the projects in monetary terms..
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism through which directors employees andbusiness associates may report unethical behavior malpractice wrongful act fraudviolation of Company's code of conduct. A vigil mechanism for directors and employees toreport genuine concerns about unethical behaviour actual or suspected fraud or violationto the Company's Code of conduct has been established which includes the duly adoptedWhistle Blower Policy uploaded on the Company's website at the link.http://nbccindia.gov.in/nbccindia/nroot/njsp/Policies.jsp
INVESTORS RELATIONS CELL
In tune with the Company's corporate governance policy of maintaining completetransparency the Investors Relation Cell declares through Stock Exchanges all informationthat may have a material impact on the price or the value of the Company's stock.
A designated Nodal Officer organizes regular analyst/investor meet and addresses allqueries that the investors may have. The Company's business developments financialreports announcements analyst meet & Investor conferences schedules news releasesand other information are posted on the Company's corporate website. Both currentinformation and archives of previously released information including presentation slidesand announcements can be found under the "Investors" section of the corporatewebsite. For any further information the investor relations cell can be contacted throughthe mail id i.e. email@example.com
Your Company successfully conducted Postal Ballot seeking approval of the shareholderson the proposals by passing ordinary/special resolution viz. (i) For splitting of theCompany's equity shares of Rs 10/- each into five (5)equity shares of face value Rs 2/-each (ii) To amend the Capital Clause in the Memorandum of Association of the Company and(iii) For change of name of the Company to "NBCC (India) Limited" withconsequential alteration to Memorandum of Association and Articles of Association of theCompany.
The result of the Postal ballot was declared on May 022016 and all the resolutionswere passed with requisite majority. In June 2016 one Equity Share of Rs. 10/- was splitinto 5 Equity Shares of Rs. 2/- each. Further with effect from May 232016 the name ofthe company has been changed from "National Buildings Construction CorporationLimited" to "NBCC (India) Limited".
Subsequently in February 2017 the Company conducted the Postal Ballot for obtainingShareholder's approval for issue of Bonus Shares in ratio of l(one) bonus share of Rs 2/-each for every 2 (two) existing fully paid-up equity shares of Rs 2/- each and as aresult the paid up share capital of the company increased from Rs. 120 Cr. to Rs. 180 Cr.
The relevant resolution was passed by the members by physical ballot papers ande-voting.
AUDITORS AND AUDITOR'S REPORT
M/s Jagdish Chand & Co. Chartered Accountants was appointed as Statutory Auditorsfor the financial year 2016-17 by the Comptroller & Auditor General of India(C&AG). The notes on financial statement referred in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditors' Report is attachedwith financial statements and forms part of this Annual Report.
The Board has appointed M/s Ajay Kumar Singh & Co. Cost Accountants (FRN 000386)to audit cost records of the Company for the FY 2016-17.
The Board has appointed M/s JK Gupta & Associates Practicing Company Secretary toconduct Secretarial Audit for the FY 2016-
17. The Secretarial Audit Report for the financial year ended 31st March 2017 is atAnnexure-VI. The said report does not contain any qualification reservation and adverseremark except remarks on composition of board till July 222016.
COMMENTS OF C&AG
Comptroller & Auditor General of India (C&AG) has offered "NIL"comments on the financial statements of the Company for the FY 2016-17 which forms partof this Report.
The Company has constituted Audit Committee with the member's viz. Maj. Gen. TajuddinMoulali Mhaisale Chairman and Ms Jhanja Tripathy Mr Rajendra Singh Rana Mr. SairamMocherla as members. The recommendations made by the Audit Committee are accepted by theBoard.
NUMBER OF MEETING OF BOARD OF DIRECTORS
Pursuant to the Companies Act 2013 and the Rules framed there under 7 (Seven) Boardmeetings were held in the financial year 2016-17. The details of the meeting are atCorporate Governance Report forming part of this Annual Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the FY 2016-17 six Independent Directors were appointed and Shri SK ChaudharyDirector (Projects) ceased to be director w.e.f. October 282016 on his selection as CMDIRCON. The strength of the Board of Directors of NBCC as on March 31 2017 was eleven(11) comprising three (3) Executive Directors (Functional Directors including CMD) andtwo (2) Government nominees and six (6) Independent Directors.
The Ministry of Housing and Urban Affairs (MoHUA) (formerly known as Ministry UrbanDevelopment) vide its letter no O- 17034/39/2014-PS dated June 16 2016 nominated sixIndependent Directors on the Board of NBCC. Now the Company has optimum combination ofexecutive and non-executive directors on its Board in compliance with requirement ofprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Shri Manoj Kumar Additional Secretary (D&C) MoHUA has been appointed asGovernment Nominee Director vice Shri D.S. Mishra Secretary (M&UA) on NBCC Board videPresident of India Order No. 0-17034/30/2014-PS Dated August 082017.
Details of Key Managerial Personnel
The following are the Key Managerial Personnel of the Company for the FY 2016-17 are:
- Shri A.K.Mittal Chairman-cum Managing Director
- Shri S.K Pal Director (Finance)
- Shri S.K. Chaudhry Director (Project) Ceased w.e.f. 28.10.2016
- Shri Rajendra Chaudhari Director (Commercial)
- Smt. Deepti Gambhir Company Secretary
NBCC being a Government Company the appointment and performance evaluation ofDirectors are done by the Administrative Ministry.
DECLARATION BY INDEPENDENT DIRECTOR
The Independent Directors of the company had made declaration of Independence asrequired under section 149(6) of the Companies Act 2013 and the rules made there under.
TRAINING OF DIRECTORS
Your Company undertakes on-boarding training for its directors to initiate them to theorganization and its various operations including strategy operations organizationstructure human resource technology risk management etc. They are also updated on allthe latest developments in Corporate Governance to gain deeper insights into their rolesand responsibilities. Further the Company also invests in the learning of Board-levelexecutives through seminars and conferences held in association with reputed institutions.The company has made the arrangement for internal training of Independent Directors. TheCompany's policy on Directors' Training can be assessed on the corporate website at thelink at the link http://nbccindia.gov.in/nbccindia/ nroot/njsp/Policies.jsp.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT 9 as provided under section 92 of theCompanies Act 2013 forms part of the Annual Return as Annexure -VII
BUSINESS RESPONSIBILITY REPORT
The BRR describes the initiatives taken by the Company from social environmental andgovernance perspectives. As a socially- responsible organization NBCC conducts all itsbusiness activities in favours of the environment and society and in line with itsCorporate Governance guidelines. Detailed information on the Corporate SocialResponsibility (CSR) activities is provided in the Business Responsibility Report asAnnexure-VIII.
RESEARCH & DEVELOPMENT
Research and development in NBCC is focused on innovations in its three business areas- Project Management Consultancy Real Estate and Engineering Procurement andConstruction. NBCC has collaborated with IIT Roorkee to set up an R&D Centre on"Sustainable Civil Infrastructure" with an aim to study and leverage greenalternatives for construction activities.
The Research and Development (R&D) Policy of NBCC:
The objectives of R&D policy of NBCC to provide a framework for the development ofa research culture within NBCC to improve research performance and to achieve highquality technology outputs. To promote R&D activities as complimentary to constructionactivities so as to improve the quality of work and sustainability. To contribute towardscreation of wealth and wellbeing of the company and further the construction sector as awhole. To be supportive of the organisation's aspiration to be a world-class ConstructionCompany.
Activities to Promote Sustainable Construction
- Company's all new projects are conceived/ conceptualized in line with the Bureau ofEnergy Efficiency (BEE) and GRIHA norms.
- NBCC has consciously strived to deliver environmental development in the context ofits businesses. Our approach to address environmental challenges is governed by ourintegrated water management strategy low carbon growth strategy and improved efficienciesin natural resource usage. The following projects undertaken in the FY 2016-17 standtestimony to our commitment to a green clean world.
a. Indian Institute of Corporate Affairs IICA Manesar LEED India Gold rating.
b. Civil Services Officers Institute (CSOI) in New Delhi- GRIHA 3-Star Building.
c. National Institute of Food Technology Entrepreneurship and Management (NIFTEM)Sonepat (HR)
e. SIB Kolkata (WB)
f. Coal India Building Kolkata (WB)
g. India's first and largest Green Home Campus at New Moti Bagh- IGBC silver rating.
h. National Institute for Solar Energy (NISE) Gurgaon GRIHA 5 star rating.
i. Central Bureau of Investigation (CBI) H.Q.building-GBC green building certificationtrophy 2015 for silver rating.
- New Moti Bagh Campus: The zero waste project at GPRA Complex New Moti Bagh NewDelhi is one of its kind initiatives in the country. The project has achieved significantresults and appreciation from ministers senior government dignitaries and media. NBCC hasbeen conferred with Indian Green Building Council's (IGBC) Silver Rating for its sprawlingGPRA Complex New Moti Bagh. The award is a recognition of the green initiatives taken byNBCC in the colony with an encouraging as well as an active support of Ministry of Housingand Urban Affairs (MoHUA) (Formerly Ministry of Urban Development) Government of India atevery step and the colony has earned the rare distinction of being the country's first andlargest certified green campus.
- Besides the above NBCC has set upa C&D aggregate waste recycling plant at theEast Kidwai Nagar re-development project for manufacturing of bricks
New Thrust Areas
Going forward your Company has expanded its portfolio by undertaking redevelopmentactivities of government colonies institutions and offices with special focus onsustainable development through inclusive value chains. Currently NBCC is undertakingredevelopment activities at East Kidwai Nagar NetajiNagar Sarojini Nagar NaurojiNagarand AIIMS (Ansari Nagar and Ayurvigyan Nagar) New Delhi. The Company will furtherexpand horizons to participate in the development of smart cities to give shape to theurban development vision of the honourable Prime Minister of India Shri Narendra Modi.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
A) Conservation of Energy:
- Apart from concerted efforts to reduce energy consumption through stringent auditsand benchmarking NBCC is redefining sustainable development by implementing reducedenergy consumption options in all its development
projects. Our green energy compliant projects have attracted higher GRIHA and greenbuilding ratings. We have already adopted alternative energy in the form of solar panelson rooftops to generate power for LCD and LED lightings in all NBCC offices. The NBCC headoffice is GRIHA norms compliant. To emphasize again all our projects are in line with theGRIHA norms.
- NBCC has entered into an MoU with IGBC topromote Green Buildings in the country. NBCCwill suitably adopt IGBC Rating systems for their upcoming projects while IGBC wouldextend all soft support for designing construction operation and certification of greenbuildings. Besides IGBC will also conduct workshops for NBCC teams to facilitate theadoption of green buildings.
B) Technology Absorption:-
Your Company continues to use the latest technologies for improving the productivityand quality of its services and products. To facilitate absorption of new technology theCompany undertakes regular training sessions for its employees including seniorexecutives. The sessions include presentations on the use of innovative technologies bybest-in-class companies who use the opportunity to share knowledge and exchange ideas.
C) Foreign Exchange Earnings and Out-go
During the financial year ended March 312017 the total foreign exchange earning wasnil and total foreign exchange outgo was Rs.7220327/-
PROGRESSIVE USE OF HINDI
The Company is proactive in implementing the provisions of Government's OfficialLanguage Policy. Officers and Employees are encouraged to use Hindi in their dailyroutine. During the year 2016 quarterly meetings of Official Language ImplementationCommittee (OLIC) were heldregularly to review the progressive use of the official languageHindi in the Company. Under the aegis of MoHUA a one-day Rajbhasha Conference wasorganized on September 072016 at Ghitorni New Delhi. It was attended by 43 employeesfrom several subordinate offices. Hindi Protsahan Mas was observed from September 01 toSeptember 30 2016. During the period several activities were organized includingzone-wise Hindi Vyavahar Pratiyogita . Hindi Diwas was celebrated on September 162016 andon January 102017 we celebrated the World Hindi Day. Hindi workshops and computertraining programs were also organized throughout the year. Besides Inspections wereconducted by the Rajbhasha Division in the various Divisions at Corporate Office andRegional Business Groups (RBG)/Strategic Business Groups (SBG) /Zonal Offices to overseethe use of Hindi in day-to-day working.
Right to Information (RTI) Act 2005 has empowered the Indian citizen to accessinformation from public authorities resulting in transparency and accountability to theworking of the authorities. Your Company has appropriate mechanism to provide informationto citizens under the provisions of Right to Information (RTI) Act 2005.
SIGNIFICANT AND MATERIAL ORDERS
There have been no material changes and commitment affecting the financial position ofthe Company which occurred between the end of the financial year of the Company to whichfinancial statements relate and the date of this report.
Directors hereby state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. There was no issue of shares under ESOS to the employees.
2. Neither the Chairman-cum-Managing Director nor the Whole Time Director received anyremuneration or commission from the subsidiary company.
3. During the year under consideration no employee was in receipt of remuneration inexcess of limits prescribed under the revised provisions of section 197(12) of theCompanies Act2013 read with Rule5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel)Rules 2014.
4. The company is compliant of the Secretarial Standards issued by the ICSI from timeto time.
At the outset I wish to thank our esteemed shareholders clients in India &abroad Central and State Governments for their faith in us and look forward for thecontinuance of the mutually supportive relationship in future. Further I also wish toappreciate the hard work dedication and commitment of the employees which has enabled theCompany to touch the new heights during the year.
I sincerely appreciate the assistance and co-operation received from the Ministry ofHousing and Urban Affairs and other Ministries departments and agencies for theircontinued support during the year under review.