To the Members
Your Directors take pleasure in presenting the 27th Annual Report together with theAudited Statement of Accounts for the Financial Year ended March 31 2017.
Standalone Financial Results (As per Ind AS)
| || ||Rs. in million |
| ||2016-17 ||2015-16 |
|Revenue from Operations ||78920.73 ||83251.55 |
|Other Income ||1400.76 ||2239.85 |
|Total Income ||80321.49 ||85491.40 |
|Profit before Interest Depreciation Exceptional Items and Tax ||8252.52 ||9616.29 |
|Less: Finance Costs ||3956.99 ||5088.58 |
|Profit before Depreciation Exceptional Items and Tax ||4295.53 ||4527.71 |
|Less: Depreciation and Amortisation Expense ||1120.63 ||1099.59 |
|Profit before Exceptional Items & Tax ||3174.90 ||3428.12 |
|Exceptional Items (Net) ||(503.37) ||(203.23) |
|Profit Before Tax ||2671.53 ||3224.89 |
|Provision for Tax (Including earlier Year Taxation) ||416.52 ||823.20 |
|Profit After Tax ||2255.01 ||2401.69 |
|Other comprehensive income/(loss) for the year ||(38.85) ||(21.14) |
|Total comprehensive income for the year ||2216.16 ||2380.55 |
|Paid up Capital ||1111.86 ||1111.86 |
You will be glad to note that notwithstanding the difficult phase through which theIndian Construction Industry is passing your Company posted a turnover of Rs.80321.49million (inclusive of other income) for the year ended 31st March 2017 as againstRs.85491.40 million (inclusive of other income) in FY-2015-16. Your Company earned GrossProfit of Rs.8252.52 million for the year 2016-17 as against Rs.9616.29 million inFY-2015-16. After deducting financial charges of Rs.3956.99 million providing a sum ofRs.1120.63 million towards depreciation and Rs.416.52 million for income tax theoperations resulted in a net profit of Rs.2255.01million as against Rs.2401.69 million inFY-2015-16.
During the year under review your Company achieved a consolidated turnover ofRs.92044.73 million (inclusive of other income) as against Rs.96595.06 million(inclusive of other income) in the previous fiscal. Your Company has earned a consolidatedgross profit of Rs.8736.21 Million before interest and depreciation as against Rs.11289.77million in the previous year. The operations resulted in a net profit attributable toshare holders of Company of Rs.316.84 million as against Rs.1203.25 million in theprevious year.
The demonetization announced by the Union Government in November 2016 and theconsequent slow down in the economy in the second half of the Financial Year have resultedin decrease in the turnover posted and the net profit earned by the Company as comparedwith the previous year. Your Board is optimistic that the Company will post improvedperformance in the coming years.
During the year the Company on consolidated basis bagged new orders valued aroundRs.92258 million and executed projects worth Rs.87922 million. The Order Book position ason March 31 2017 stood at Rs.180885 million.
Keeping in view the tight liquidity situation the Construction and InfrastructureIndustry is passing through and the need to conserve and optimize the use of resourcesyour Board recommends Dividend of Rs.0.40 per Equity Share of Rs.2/- each (20%) for theconsideration and approval of the members of the Company at the forthcoming Annual GeneralMeeting.
Further information on the Business Overview and Outlook and the state of the affairsof the Company and the Industry in which it operates is discussed in detail in thesection relating to Management Discussion & Analysis.
Change in nature of business:
There is no change in the nature of business carried on by the Company during the yearunder review.
Material Changes and Commitments affecting the financial position of the Company
There are no Material Changes and Commitments affecting the financial position of theCompany which occurred between the end of the financial year to which the financialstatements relate and the date of this Report.
Particulars of Contracts or Arrangements with Related Parties
All related party transactions that were entered into during the financial year were inthe ordinary course of the business of the Company and were on an arm's length basis.There were no materially significant related party transactions entered by the Companyduring the year with the Promoters Directors Key Managerial Personnel or other personswhich may have a potential conflict with the interest of the Company.
The policy on related party transactions as approved by the Audit Committee and theBoard of Directors is hosted on the website of the Company and the link for the same is(http:// ncclimited.com/ Policies.html).
Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis the requirement of furnishing therequisite details in Form AOC-2 is not applicable to the Company.
Directors' responsibility statement
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsto the best of their knowledge and ability confirm as under:
(a) In the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;
(b) We have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
(c) We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) The Company had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
(f) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively
Subsidiary Companies/Associate Companies:
The Company has 52 subsidiaries (including step down subsidiaries) as of March 312017. There was no material change in the nature of the business carried on by thesubsidiaries.
As per the provisions of Section 129 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 a separate statement containing the salient features of thefinancial statements of the Subsidiary Companies/Associate Companies/Joint Ventures isprepared in Form AOC-1 and is attached to the Financial Statements of the Company.
In accordance with the provisions of the Companies Act 2013 the Balance SheetStatement of Profit and Loss and other documents of the subsidiary companies are beingmade available on the website of the Company and are not attached with the Annual Accountsof the Company. The Company will make available the Annual Accounts of the subsidiarycompanies and the related information to any member of the Company who may be interestedin obtaining the same. The annual accounts of the subsidiary companies will also be keptopen for inspection by any member at the Registered office of the Company and that of therespective subsidiary companies.
In compliance with Section 134 of the Companies Act 2013 read with the rules framedthere under and the provisions of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 as amended from time to time the Financial Statements for the F.Y2016-17 have been prepared in compliance with the Indian Accounting Standards.
Consolidated financial statements
In compliance with Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and in compliance with the provisions of Section 129(3)and other applicable provisions of the Companies Act 2013 and Ind AS-110 and otherapplicable Accounting Standards your Directors have pleasure in attaching theconsolidated financial statements for the financial year ended March 31 2017 which formspart of the Annual Report.
Deposits : During the year the Company has not accepted any public deposits.
Conservation of energy technology absorption and foreign exchange earnings and outgo
A. Conservation of energy
The Company's core activity is civil construction which is not power intensive. TheCompany is making every effort to conserve the usage of power.
B. R&D and technology absorption:
C. Foreign exchange earnings and outgo Foreign exchange earnings-Nil Foreign exchangeoutgo
i. Towards travel Rs.2.88 million
ii. Towards import of capital goods & material supplies Rs.192.62 million
iii. Others Rs.9.80 million
D. No significant and material orders were passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.
Particulars of loans guarantees or investments under Section 186;
In compliance with the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014 the details of LoansGuarantees Investments given/furnished/made during the Financial Year ended 31st March2017 are given in Annexure-1
Particulars of Directors
In pursuance of Section 152 of the Companies Act 2013 and the rules framed thereunderSri N R Alluri (DIN-00026723) Director and Sri J V Ranga Raju (DIN-00020547) Whole-timeDirector are liable to retire by rotation at the ensuing Annual General Meeting and beingeligible have offered themselves for reappointment.
During the year under review Sri P. Abraham Independent Director has resigned from theBoard due to pre-occupation. Your Board places on record the valuable services rendered bySri P.Abraham during his tenure as a Director of the Company.
During the year under review Dr A S Durga Prasad and Sri S Ravi joined the Board of NCCas Independent Directors pursuant to the approval accorded by the Members at the previousAGM held on August 24 2016.
Other than as stated above there has been no other change in the Directors or the KeyManagerial Personnel during the year under review.
The Independent Directors have submitted the declaration of independence pursuant toSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in sub-section(6) of Section 149 of the Companies Act 2013.
Key Managerial Personnel
Sri A A V Ranga Raju Managing Director Sri A G K Raju Executive Director Sri A S NRaju Sri J V Ranga Raju Sri A V N Raju Wholetime Director(s) Sri N.R. AlluriDirector Sri R S Raju Associate Director (F&A) and Sri M V Srinivasa Murthy CompanySecretary & EVP (L) are Key Managerial Personnel of the Company in accordance with theprovisions of Section(s) 2(51) 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. There has been nochange in the Key Managerial Personnel during the Financial Year under review.
The Board of Directors at its meeting held on February 9 2017 subject to the approvalof the Members of the Company at the ensuing Annual General Meeting considered andapproved the reappointment of Sri A A V Ranga Raju Managing Director Sri A G K RajuExecutive Director and Sri J V Ranga Raju Wholetime Director of the Company for afurther period of Five (5) Years commencing from 01.04.2017 to 31.03.2022 and remunerationpayable to them.
Policy on Directors' Appointment and remuneration and other details
The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 is hosted on the Company's websiteand the weblink thereto is (http://ncclimited. com/Policies.html).
Evaluation of performance of the Board Members of the Board and the Committees of theBoard of Directors.
The Nomination and Remuneration Committee has laid down criteria for performanceevaluation of Directors Chairperson Board Level Committees and the Board as a whole andalso the evaluation process for the same. Nomination and Remuneration Committee hasreviewed the performance evaluation of Directors Chairperson Nomination and RemunerationCommittee Audit Committee and Stakeholders Relationship Committee and the Board as awhole.
The statement indicating the manner in which formal annual evaluation of the Directorsthe Board and the Board level Statutory Committees are given in the report on CorporateGovernance which forms part of this Annual Report.
Meetings of Board of Directors
The Board Calendar is prepared and circulated in advance to the Directors. During theFinancial Year under review the Board has met six times i.e. on May 02 2016 May 242016 August 12 2016 August 24 2016 November 09 2016 and February 09 2017. Thedetails with respect to Committee Meetings and attendance thereat as required under theSecretarial Standard-1 issued by the Institute of Company Secretaries of India have beenprovided in the Corporate Governance Report forming part of the Annual Report.
The details of the familiarisation programme conducted for Independent Directors arehosted on the Company's website and the web link thereto ishttp://ncclimited.com/corporate_ governance.html
Constitution and Composition of Audit Committee
The Company has constituted the Audit Committee under the Chairmanship of Sri R VShastri an Independent Director and Dr.A S Durga Prasad Sri Hemant M Nerurkar Smt. RenuChallu Independent Directors and Sri Amit Dixit Non-executive Director as other Membersof the Committee.
During the year under review Sri. P.Abraham ceased to be a member of the Committeefollowing his resignation from the Board of the Company.
Whistle Blower Policy/Vigil Mechanism
Pursuant to Section 177 of the Companies Act 2013 and the Rules framed there under andpursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has established a mechanism through which all thestakeholders can report the suspected frauds and genuine grievances to the appropriateauthority. The Whistle Blower Policy which has been approved by the Board of Directors ofthe Company has been hosted on the website of the Company (http://ncclimited.com/Policies.html). During the year under review the Company has not received anycomplaint(s) under the policy.
The Company has established Enterprise Risk Management process to manage risks with theobjective of maximizing shareholders value.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient conduct of its business the safeguarding of itsassets the prevention and detection of frauds the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
Extract of Annual Return
The extract of the Annual Return of the Company in Form MGT- 9 for the Financial Yearended 31st March 2017 is given in Annexure -2 and forms part of the DirectorsReport.
Joint Statutory Auditors and their report
The term of the existing Joint Statutory Auditors of the Company viz. M/s. M BhaskaraRao & Co. Chartered Accountants (Firm Registration No.000459S) and M/s. DeloitteHaskins and Sells Chartered Accountants (Firm Registration No. 008072S) will conclude atthe end of 27th Annual General Meeting being held on 24th August 2017. Subject to theapproval of the members of the Company at the forth coming Annual General Meeting theBoard of Directors of the Company on the recommendation of the Audit Committee of theBoard proposed to appoint M/s.S R Batliboi & Associates LLP Chartered Accountants(Firm Registration No 101049W/E300004) as the Statutory Auditors of the Company for a termof five years i.e. from the conclusion of the ensuing Annual General Meeting upto theconclusion of the 32nd Annual General Meeting of the Company to be held in the Year 2022on such terms of remuneration as may be mutually discussed and agreed between theStatutory Auditors and the Board/Members of the Company. The appointment of the saidStatutory Auditors for the F.Y 2018-19 to FY-2021-22 if approved by the members of theCompany at the forthcoming AGM is subject to their ratification at the Annual GeneralMeetings to be held for FY-2017-18 to 2020-21. The Company has received from the proposedStatutory Auditors the necessary declarations/disclosures u/s139 141 of the CompaniesAct 2013 read with the rules framed thereunder and also a confirmation that their firmhas been subjected to Peer Review Process of the Institute of Chartered Accountants ofIndia and holds a valid certificate issued by the Peer Review Board of the ICAI.
The Independent Auditors' Report to the Members of the Company on the Stand AloneFinancial Statements for the Financial Year ended March 31 2017 does not contain anyqualification(s) or adverse observations.
The Board places on record its sincere appreciation of the services rendered by M/s. MBhaskara Rao & Co. Chartered Accountants and M/s. Deloitte Haskins and SellsChartered Accountants during their tenure as the Joint Statutory Auditors of the Company.
Secretarial Audit Report
In compliance with the provisions of Section 204(1) of the Companies Act 2013 theCompany has appointed M/s. BS & Company Company Secretaries LLP Practicing CompanySecretaries to conduct Secretarial Audit of the records and documents of the Company forthe Financial Year 2016-17. The Secretarial Audit Report for the Financial Year ended 31stMarch 2017 in Form MR-3 is annexed to the Directors Report-Annexure-3 and formspart of this Report. The Secretarial Auditors' Report to the Members of the Company forthe Financial Year ended March 31 2017 does not contain any qualification(s) or adverseobservations
In compliance with the provisions of Section 148 of the Companies Act 2013 the Boardof Directors of the Company at its meeting held on May 24 2016 had appointed M/s.Vajralingam & Co. Cost Accountants (Firm Registration No.101059) as Cost Auditors ofthe
Company for the FY 2016-17. In terms of the provisions of Section 148(3) of theCompanies Act 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules2014 the remuneration of the Cost Auditors has to be ratified by the members.Accordingly necessary resolution is proposed at the ensuing AGM for ratification of theremuneration payable to the Cost Auditors for FY 2016-17.
Pursuant to the provisions of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Corporate Governance has beenincorporated in the Annual Report for the information of the shareholders. A certificatefrom the Statutory Auditors of the Company regarding compliance with the conditions ofCorporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 also forms part of this Annual Report.
Business Responsibility Report
As stipulated under Regulation 34 of the SEBI (LODR) Regulation 2015 a BusinessResponsibility Report is attached and forms part of the Annual Report.
Transfer of Un-Claimed Dividend to the Investor Education and Protection Fund.
Your Company has during the year under review transferred the Unclaimed Dividend(final) pertaining to the Financial Year to the Investor Education and Protection Fund incompliance with the provisions of Section 125 of the Companies Act 2013
Reporting of Frauds
There have been no instances of fraud reported by the Statutory Auditors of the Companyunder Section 143(12) of the Companies Act 2013 and the Rules framed there under eitherto the Company or to the Central Government
Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR)Policy of the Company andthe initiatives undertaken by the Company on CSR activities during the year are set out inAnnexure-4 of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The CSR Policy is available on the website ofthe Company. (http://ncclimited.com/Policies.html)
Particulars of Employees
The statement containing the names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197(12) of the Act read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in a separate annexure forming part of this Report. Further the Reportand the accounts are being sent to the members excluding the aforesaid annexure. In termsof Section 136 of the Act the said annexure is open for inspection at the RegisteredOffice of the Company and is also hosted on the website of the Company. Any shareholderinterested in obtaining a copy of the same may write to the Company Secretary.
The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given in Annexure-5 and forms part of this Report.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. During the financial year ended 31st March 2017 the Companyhas not received any complaints pertaining to Sexual Harassment.
Your Directors place on record their sincere appreciation and thanks for the valuablecooperation and support received from the employees of the Company at all levelsCompany's Bankers Financial Institutions Central and State Government AuthoritiesAssociates JV partners clients consultants sub-contractors suppliers and Members ofthe Company and look forward for the same in equal measure in the coming years.
For and on behalf of the Board
Hemant M Nerurkar
(DIN No. 00265887)
Date: 23rd May 2017.