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NCC Ltd.

BSE: 500294 Sector: Infrastructure
NSE: NCC ISIN Code: INE868B01028
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OPEN 91.45
PREVIOUS CLOSE 90.10
VOLUME 884963
52-Week high 96.90
52-Week low 51.00
P/E 11.85
Mkt Cap.(Rs cr) 5,622
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 91.45
CLOSE 90.10
VOLUME 884963
52-Week high 96.90
52-Week low 51.00
P/E 11.85
Mkt Cap.(Rs cr) 5,622
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NCC Ltd. (NCC) - Director Report

Company director report

To the Members

Your Directors take pleasure in presenting the 32nd Annual Report togetherwith the Audited Statement of Accounts for the Financial Year ended March 31 2022.

Standalone Financial Results

(Rs. in crores)
Particulars 2021-221 2020-21
Revenue from Operations 9930.03 7256.02
Other Income 108.21 115.60
Total Income 10038.24 7371.62
Profit before Interest Depreciation Exceptional Items and Tax (PBIDT) 1104.32 970.97
Less: Finance Costs 459.60 457.81
Profit before Depreciation Exceptional Items and Tax 644.72 513.16
Less: Depreciation and Amortisation Expenses 182.34 174.09
Profit before exceptional item & tax 462.38 339.07
Exceptional items (Net) 145.64

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Profit before tax 608.02 339.07
Provision for Tax (Including earlier Year Taxation) 117.90 77.58
Profit after Tax 490.12 261.49
Other comprehensive income / (loss) for the year (2.82) (11.67)
Total comprehensive income for the year 487.30 249.82
Retained earnings- Opening Balance 1478.42 1429.14
Add: Profit for the Year 490.12 261.49
Less: Transferred to General Reserve 250.00 200.00
Less: Dividend paid during the year 48.79 12.21
Retained earnings - Closing Balance 1669.75 1478.42
Paid up Capital 121.97 121.97

Operational performance

A. Standalone

Your Board takes pleasure in reporting that the Revenue from Operations of the Companyfor the Financial Year ended 31st March 2022 amounted to Rs.9930.03 crores as againstRs.7256.02 crores in FY 2020-21 and earned a Profit before Interest DepreciationExceptional Items and Tax (PBIDT) of Rs.1104.32 crores for the F.Y 2021-22 as againstRs.970.97 crores in the previous year. After deducting financial charges of Rs.459.60crores providing a sum of Rs.182.34 crores towards depreciation Rs.117.90 crores forincome tax and after exceptional items of Rs.145.64 crores the operations of the Companyresulted in a net profit of Rs.490.12 crores for the F.Y 2021-22 as against Rs.261.49crores in F.Y 2020-21.

B. Consolidated

During the year under review the Revenue from Operations of the Company on aconsolidated basis amounted to Rs.11137.96 crores as against Rs.7949.42 crores in theprevious fiscal. Your Company has earned a PBIDT of Rs.1094.52 crores for the F.Y 2021-22as against Rs.1034.99 crores in the previous Financial year. The operations resulted in anet profit attributable to the shareholders of the Company of Rs.482.41crores as againstRs.268.31 crores in the previous financial year.

During the year the Company on consolidated basis bagged new orders valued aroundRs.12158 crores (including change in scope of work) and after deducting the Ordersexecuted the order Book of the company as on March 31 2022 stood at Rs.39361 crores.

Aftermath of COVID-19 in the FY 2020-21 and the first half of the FY under reviewthere has been a gradual improvement in the operations of the Company consequent to theproactive steps taken by the Company.

The Company is putting in all efforts to achieve higher levels of growth and post afurther improvement in its performance in the FY 2022-23.

Dividend

Your Board takes pleasure in recommending payment of Dividend of Rs.2/- (100%) perEquity Share of Rs.2/- each as against Rs.0.80 per Equity Share in the previous year forthe consideration and approval of the members of the Company at the forthcoming AnnualGeneral Meeting.

Transfer to Reserves

Out of the amount of Rs.1919.75 crores available for appropriation your Board approvedtransfer of Rs.250.00 crores to the Reserves and the remaining amount of Rs.1669.75 croresin the retained earnings.

Management Discussion and Analysis

Business Overview and Outlook and the state of the affairs of the Company and theIndustry in which it operates is discussed in detail in the section relating toManagement Discussion & Analysis which forms part of this Report.

Change in nature of business

There has been no change in the nature of business carried on by the Company during theyear under 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.

Merger

NCC Limited and two of its Wholly Owned Subsidiary Companies (WOSs) viz. Aster RailPvt. Ltd. and Vaidehi Avenues Ltd. in their respective Board meetings held in December2019 subject to requisite approvals including that of NCLT approved the merger of saidWOSs with NCC Limited (Holding Company) with the appointed date as 1st April2019. NCLT vide its Order dated 26th August 2021 has approved the merger withrevised appointed date as 1st April 2020. The Effective date being the date offiling of Form INC-28 was 30th September 2021. All the formalities relating tothe merger have been completed.

Share Capital

During the financial year under review the Authorised Share Capital of the Companyincreased from Rs.150.00 Crores to Rs.161.50 Crores consequent to the Merger of twoWholly-owned Subsidiaries with the Company as indicated above. There has however been nochange in the Paid up Share Capital of the Company.

Preferential Issue of Warrants to Promoters

Pursuant to the provisions of the Companies Act 2013 SEBI (Issue of Capital andDisclosure Requirements) Regulations 2018 (SEBI ICDR Regulations) and the approvalaccorded by the members of the Company the Company has issued 18000000 ConvertibleWarrants on Preferential basis to the Promoters / Promoter Group Shareholders of theCompany at a price of Rs.59/- per warrant (Including premium of Rs.57/- per warrant). TheCompany has received 25% of the total consideration money amounting to Rs.26.55 crores asper the applicable SEBI ICDR Regulations and allotted partly paid warrants to theallottees on 12*h February 2021. These warrants are due for conversion intoequity shares of the Company within 18 months from the date of Allotment i.e. on or before11*h August 2022 subject to payment of balance 75% of the consideration amountby the allottees.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered during the financial year were in the ordinarycourse of the business of the Company and were on an arm's length basis. There were nomaterially significant related party transactions entered by the Company during the yearwith the Promoters Directors Key Managerial Personnel or other persons which may have apotential 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.

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 havebeen followed along with proper explanation relating to material departures if any;

(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 as at 31st March 2022 and of the profitof the Company for the financial year ended 31s* March 2022;

(c) We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the said Act for safeguarding the assets ofthe Company 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 / Joint venture Companies:

The Company has 24 subsidiaries (including step down subsidiaries) as on 31st March2022. During the financial year the entire equity stake held in NCC Vizag UrbanInfrastructure Ltd (NCCVUIL) a subsidiary was divested and NCCVUIL ceased to be asubsidiary of the Company. Further 7 step-down subsidiaries Viz. Vara InfrastructurePrivate Limited Sradha Real Estates Private Limited Siripada Homes Private Limited NCCUrban Meadows Private Limited NCC Urban Villas Private Limited Sri Raga Nivas VenturesPrivate Limited and Nagarjuna Suites Private Limited and one Subsidiary Viz. NCCInternational Convention Centre Limited which were not having operations on applicationfrom the respective companies were Struck-off by the Registrar of Companies during the FYunder review.

As per the provisions of Section 129 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 a separate statement containing the salient features of thefinancial statements of the Subsidiary Companies / Associate Companies/Joint VentureCompanies is prepared in Form AOC-1 and is attached to the Financial Statements ofthe Company.

In accordance with the provisions of the Companies Act 2013 and the Rules framedthereunder the Balance Sheet Statement of Profit and Loss and other documents of thesubsidiary companies are being made available on the website of the Company and are notattached with the Financial Statements of the Company. The Company will make available theFinancial Statements of the subsidiary companies and the related information to any memberof the Company who may be interested in obtaining the same.

In compliance with Section 134 of the Companies Act 2013 read with the rules framedthereunder and the provisions of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 as amended from time to time the Financial Statements for the F.Y2021-22 have been prepared in compliance with the applicable 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 the Indian AccountingStandards Ind AS-110 and other applicable Accounting Standards your Directors havepleasure in attaching the consolidated financial statements for the financial year endedMarch 31 2022 which forms part of the Annual Report.

Disclosures: 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 wherever possible.

B. R&D and technology absorption: Not applicable

C. Foreign exchange earnings and outgo during the F.Y 2021-22 Foreign exchange earnings- Rs.6.97 crores

Foreign exchange outgo:

i. Towards travel Rs.0.10 crores

ii. Towards import of capital goods & material supplies Rs.59.93 crores

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations in future.

Particulars of loans guarantees or investments under Section 186;

Details of Loans Guarantees Investments under the provisions of Section 186 of theCompanies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014 asat 31s* March 2022 form part of the Notes to the financial statements providedin this Annual Report.

Directors:

In pursuance of Section 152 of the Companies Act 2013 and the rules framed thereunder Sri J V Ranga Raju (DIN 00020547) Wholetime Director and Sri Utpal Sheth (DIN00081012) Director are liable to retire by rotation at the ensuing Annual General Meetingand being eligible have offered themselves for reappointment.

Based on the recommendation of the Nomination and Remuneration Committee and subject tothe approval of the members of the Company at the ensuing AGM the Board of Directors atits meeting held on 8th February 2022 have approved the re-appointment of Sri AA V Ranga Raju as the Managing Director Sri A G K Raju as the Executive Director and SriJ V Ranga Raju as a Whole-time Director of the Company for another term of five (5) yearsw.e.f. 1st April 2022.

The Independent Directors have submitted the requisite declaration of independencepursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6) of Section 149 of the Companies Act 2013read with sub rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification ofDirectors) Rules 2014 as amended.

Key Managerial Personnel

As on 31st March 2022 Sri A A V Ranga Raju Managing Director Sri A G K RajuExecutive Director Sri A S N Raju Sri J V Ranga Raju and Sri A V N Raju WholetimeDirectors Sri K Krishna Rao EVP (F&A) and CFO and Sri M V Srinivasa Murthy CompanySecretary & EVP (Legal) continued as the Key Managerial Personnel of the Company inaccordance with the provisions of Section 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Policy on Directors' Appointment and remuneration and other details

The Company's policy on Directors' appointment and remuneration and other matterspursuant to Section 178(3) of the Companies Act 2013 is hosted on the Company's websiteand the web link thereto is: http://ncclimited.com/Policies.html.

The requisite information pursuant to Section 178(4) of the Act is given in theCorporate Governance Report which forms part of the Annual Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees the Individual Directors the Chairman of the Company etc pursuant tothe provisions of the Companies Act 2013 read with the Rules framed thereunder and SEBI(LODR) Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of Independent Directors performance of the Directors the Boardas a whole and the Chairman of the Company was evaluated taking into account the views ofexecutive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the Board and Committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

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 7 times i.e. on April 28 2021 May 282021 August 5 2021 October 25 2021 November 9 2021 February 8 2022 and March 312022. The details with respect to the Board and Committee meetings and attendance there atas required under the Secretarial Standard-1 issued by the Institute of CompanySecretaries of India have been provided in the Corporate Governance Report forming part ofthis Annual Report.

Familiarization Programme

The details of the familiarization programme formulated for Independent Directors ishosted on the Company's website and the web link thereto ishttp://ncclimited.com/corporate_ governance. html

Audit Committee

The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the Rules made thereunder and Regulation 18 of the SEBI(LODR) Regulations 2015. The details relating to the Audit Committee are given in thesection relating to Corporate Governance forming part of the Annual Report.

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 said policy.

Risk Management

The Company has established Enterprise Risk Management process to manage risks with theobjective of maximizing shareholders value.

The Board of Directors of the Company has formed a Risk Management Committee toimplement and monitor the risk management Policy of the Company. The development andimplementation of the risk management policy has been covered in the Management Discussionand Analysis which forms part of this report.

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.

Compliance with Secretarial Standards

The Company has complied with applicable provisions of the Secretarial Standards issuedby the Institute of Company Secretaries of India and approved by the Government of Indiaunder Section 118(10) of the Companies Act 2013.

Annual Return

Pursuant to Section 92 (3) of the Companies Act 2013 a copy of the annual return forthe financial year ended 31st March 2022 has been placed on the website of the Company athttp://ncclimited. com/AGM_EGM_Info.html.

Statutory Auditors and their report

M/s. S R Batliboi & Associates LLP Chartered Accountants (Firm RegistrationNo.101049W/ E300004) who were appointed by the Members of the Company as the StatutoryAuditors of the Company for a term of five years from the conclusion of the 27th AnnualGeneral Meeting till the conclusion of the 32nd Annual General Meetingconducted the Statutory Audit for the FY- 202122. The Independent Auditors' Report(s) tothe Members of the Company in respect of the Standalone Financial Statements and theConsolidated Financial Statements for the Financial Year ended March 312022 form part ofthis Annual Report and do not contain any qualification(s) or adverse observations.

The present Statutory Auditors are eligible for reappointment for a second term of 5consecutive years. The Company has received confirmation from the Auditors to the effectthat their appointment if made will be in accordance with the limits specified under theCompanies Act 2013 and the firm satisfies the criteria specified in Section 141 of theCompanies Act 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. TheBoard is of the opinion that continuation of M/s. S R Batliboi & Associates LLPChartered Accountants as the Statutory Auditors of the Company will be in the bestinterest of the Company and therefore the members are requested to consider theirre-appointment as the Statutory Auditors of the Company for second term of fiveconsecutive years from the conclusion of the ensuing Annual General Meeting till theAnnual General Meeting to be held in the year 2027 at such remuneration mutually agreedand approved by the Board.

Secretarial Audit Report

As per the provisions of Section 204(1) of the Companies Act 2013 and the Rules framedthere under the Company has appointed M/s. BS & Company Company Secretaries LLPPracticing Company Secretaries to conduct Secretarial Audit of the records and documentsof the Company for the Financial Year 2021-22. The Secretarial Audit Report for theFinancial Year ended 31st March 2022 in Form MR-3 is annexed here to and formspart of this Report - Annexure - I. The Secretarial Auditors' Report to the Membersof the Company for the Financial Year ended March 31 2022 does not contain anyqualification(s) or adverse observations.

Cost Audit

In compliance with the provisions of Section 148 of the Companies Act 2013 and theRules framed thereunder and based on the recommendation of the Audit Committee the Boardof Directors of the Company at its meeting held on May 28 2021 had appointed M/s.Vajralingam & Co. Cost Accountants (Firm Registration No.101059) as the Cost Auditorsof the Company for the FY 2021-22 to conduct audit of the cost accounts and recordsmaintained by the Company to the extent applicable. In terms of the provisions of Section148(3) of the Companies Act 2013 read with Rule 14(a)(ii) of the Companies (Audit andAuditors) Rules 2014 the remuneration of the Cost Auditors has to be ratified by themembers. Accordingly necessary resolution is proposed at the ensuing AGM for ratificationof the remuneration payable to the Cost Auditors for FY-2021-22.

Corporate Governance

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section onCorporate Governance has been incorporated in the Annual Report for the information of themembers of the Company. A certificate from the Secretarial Auditors of the Companyregarding compliance with the conditions of Corporate Governance as stipulated under thesaid Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 also forms part of this Annual Report.

Business Responsibility Report

As stipulated under Regulation 34 of the SEBI (LODR) Regulation 2015 BusinessResponsibility Report is attached hereto and forms part of the Annual Report.

Investor Education and Protection Fund (lEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') all unpaidor unclaimed dividend are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of seven years. Furtheraccording to the said Rules the shares on which dividend has not been paid or claimed bythe shareholders for seven consecutive years or more shall also be transferred to thedemat account of the IEPF Authority. In compliance with the aforesaid provisions theCompany has transferred the unclaimed and unpaid dividends and corresponding shares toIEPF. The details of the unclaimed / un paid dividend during the last seven years and alsothe details of the unclaimed shares transferred to IEPF are given in the Report onCorporate Governance forming part of the Annual Report.

Reporting of Frauds

There have been no instances of fraud reported by the Auditors of the Company underSection 143(12) of the Companies Act 2013 and the Rules framed there under either to theCompany or to the Central Government.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview are set out in Annexure-II of this Report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014 as amended. The CSR Policyis available on the website of the Company http://ncclimited.com/Policies.html. As per theprovisions of the Companies Act 2013 and the Rules framed thereunder during the F.Y2021-22 the Company was required to spend an amount of Rs.10.68 Crore towards CSRactivities. During the F.Y 2021-22 the Company had spent an amount of Rs.8.54 crorestowards CSR expenditure upto 31s* March 2022 as per details given in the said Annexure-II.The shortfall in the expenditure was mainly due to delay in finalisation of thedrawings and local issues. In compliance with the applicable statutory provisions theunspent CSR amount of Rs.2.14 crores has been transferred to a separate bank account to beutilised for completion of the ongoing CSR projects.

Particulars of Employees

Details in respect of the remuneration paid to the employees as required under Section197 (12) of the Companies Act 2013 read with Rule 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from timeto time forms part of this report. The Annual Report and accounts are being sent to theshare-holders excluding the aforesaid exhibits. Shareholders interested in obtaining thisinformation may access the same from the Company's website.

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 - Ill and forms part of this Report.

Protection of Women at Work Place

The Company has formulated a policy on Prevention of Sexual Harassment of Women atWorkplace in accordance with The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Company has an Internal Complaints Committee forproviding a redressal mechanism pertaining to sexual harassment of women employees atworkplace. During the financial year ended 31st March 2022 the Company hasnot received any complaints pertaining to Sexual Harassment.

Details of any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of2016)

During the year no corporate insolvency resolution process was initiated under theInsolvency and Bankruptcy Code 2016 either by or against the Company before NationalCompany Law Tribunal;

Acknowledgements

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 Central and State Government Authorities Associates JV partnersclients consultants sub-contractors suppliers and Members of the Company and lookforward for the same in equal measure in the coming years.

For and on behalf of the Board
Hemant M Nerurkar
Place: Hyderabad Chairman
Date: May 11 2022 (DIN No. 0265887)

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