Today's Top Gainer
Note:Top Gainer - Nifty 50 More
Your Directors are pleased to share the achievements and highlights of the Company during the financial year ended March 31, 2018 and to present the 58th Annual Report on the business and operations of NBCC (India) Limited and its Audited Financial Statements with the Auditors Report and Comments on the Accounts by the Comptroller and Auditor General (CAG) of India as follows:
The financial highlights for the year under review are as follows:
(Rs. in Crore)
|Value of Service||6890.35||5871.69||7348.29||6211.17|
|Other Operating Revenue||51.25||33.32||76.36||68.21|
|Land Cost & Material Consumed||10.22||8.43||10.77||10.01|
|Increased/(decrease) in stock||(87.23)||(87.23)||(152.26)||(152.26)|
|Work &Consultancy Expenses||6070.30||5117.16||6788.95||5703.54|
|Employees Benefit Expenses||326.40||309.67||251.27||236.09|
|Share of Profit/ (Loss)in Joint Ventures (Net of Tax)||0.58||-||0.11||-|
|Profit Before Tax (PBT)||547.20||502.62||454.47||487.65|
|i) Current Tax||200.73||187.59||168.70||164.55|
|ii) Deferred Tax||(16.78)||(16.06)||(23.27)||(11.54)|
|iii) Tax w.r.t. Earlier Years||(8.89)||(2.51)||(16.45)||(16.45)|
|Profit After Tax (PAT)||372.14||333.60||325.49||351.09|
INDIAN ACCOUNTING STANDARDS
The Company has followed the prescribed Indian Accounting Standards as laid down by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs for preparation of its financial statements and adoption of significant accounting policies for the financial year ended March 31, 2018.
OPERATIONS AND BUSINESS PERFORMANCE
Total income from operations was Rs. 6011.14 Crore (standalone) and Rs. 7095.91 Crore (consolidated) whereas Profit after Tax was Rs. 333.61 Crore (standalone) and Rs. 372.14 Crore (consolidated).
The Company did not transfer any amounts to its general reserve during the financial year ended 31st March, 2018.
Your Directors have recommended a final dividend of Rs. 0.56/- per paid-up equity share of face value of Rs. 1/- each (i.e. @56%) for the financial year 2017-18, subject to the approval of the Members in the ensuing Annual General Meeting.
An interim dividend of Rs 0.55/- (i.e. @ 27.5%) per paid up equity share of face value of Rs 2/- each (Pre Split) has already been disbursed for the financial year 2017-18. Dividend has been declared considering the Dividend Distribution Policy of the Company and the dividend payout has been recommended considering the deployment of the Companys internal accruals for growth plans.
SHARE CAPITAL AND DISINVESTMENT
Employee Share Sale
Pursuant to OFS in October, 2016, Department of Investment and Public Asset Management (DIPAM) offered equity shares to NBCCs employees under employee quota. The offer price was Rs 156.12 per share considering the discount offered to employees and bonus impact.
The offer period was open from December 28, 2017 to January 5, 2018 and 19,19,416 Equity Shares of Rs. 2/- each were purchased at the consideration of Rs. 29,96,59,225.92.
Split of Shares:
During the financial year 2018-19, One Equity Share of Rs. 2/- each was split into two Equity Shares of Rs. 1/- each and accordingly Companys paid-up Equity Shares Capital is Rs. 180 Cr. divided into 180 Cr. Equity Shares of Rs 1/- each.
Based on the MoU parameters, NBCC is expected to be slated "Excellent". The Company has achieved Revenue from operations Rs. 5905.01 Crore (Rs. 1260.56 Cr. Pre GST* era turnover, Rs. 4611.13 Cr. Post GST era turnover and Rs. 33.32 Cr. Other Operating Income) during the financial year 2017-18 against MOU target (Excellent) of Rs. 6850.00 Crore. The under achievement is mainly attributable towards the restructuring of Indirect taxes, forming a part of cost of operations, thus included in turnover in pre GST era. After introduction of GST, the biggest tax reform in India after Independence, w.e.f July 01, 2017, the indirect taxes earlier forming a part of cost of operations were subsumed in GST which no longer are included in cost of operation.
The cascading effects of the indirect taxes in-built in the pricing structure was estimated around 25% on adhoc basis, which was removed in post GST regime, resulting in reduced turnover of Rs 4611.13 crore from period 01.07.2017 to 31.03.2018. The company has achieved Operating Profit as a percentage of Revenue from Operations at 6.71% during the year 2017-18 as against the target of 4.45% (Excellent). The over-achievement of this parameter during the year 2016-17 was due to exclusion of finance cost during the calculation of Operating Profit. However, the achievement of target remains unaffected.
The company has achieved PAT as a percentage of Average Net Worth at 19.09% during the year 2017-18 as against the target of 15.02% (Excellent). The over-achievement of this parameter during the year 2016-17 was due to reduced Average Net Worth of Rs. 1599.10 crore on account of provisions of impairment of financial assets and warranty charges amounting to Rs. 163.88 crore at first time adoption of Ind AS which would have been otherwise Rs. 1751.23 crore. However, the achievement of target remains unaffected.
*Goods & Service Tax Act, 2017.
Your Company is a certified ISO 9001:2015 in Project Management & Consultancy.
AWARDS CONFERRED DURING THE FINANCIAL YEAR 2017-18
NBCC continued on the path of excellence and innovation, achieving several accolades and awards during the year as follows:
Hindustan Ratna PSU Award 2017 conferred upon NBCC (India) Ltd. under the category "Excellence in Innovation" by Hindustan Times Media on April 12, 2017 in New Delhi.
Construction Times Builders Award 2017 conferred upon NBCC by Construction Times Magazine on May 23, 2017 in Mumbai.
HR Corporate Award 2017-18 was conferred upon NBCC (India) Limited by Institute of Public Enterprise (IPE) on June 05, 2017 in Hyderabad.
CII Industrial Innovation Award 2017, one of the most coveted Innovation Awards in India was conferred upon NBCC (India) Ltd. under the category "Most Innovative Company of the Year" by Confederation of Indian Industry (CII) on October 24, 2017 in New Delhi.
IEI Industry Excellence Award conferred upon NBCC under the category "Engineering Services and Consultancy" by Institution of Engineers (India) on December 21, 2017 in Chennai
During the year under review, your Company has not accepted any deposit and no principal or interest was outstanding as on March 31, 2018.
LOAN, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of this Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has four wholly owned subsidiaries i.e NBCC Services Limited, NBCC Engineering & Consultancy Limited, NBCC International Limited and NBCC Environment Engineering Limited and one subsidiary i.e. Hindustan Steelworks Construction Limited, in which NBCC holds 51% of the paid-up capital and in Foreign Subsidiary "NBCC Gulf LLC", Oman it holds 70% of the capital. Further NBCC has a Joint Venture with the Government of Rajasthan in the name of the Real Estate Development and Construction Corporation of Rajasthan Ltd, where both the parties hold 50% of the issued share capital.
HUMAN RESOURCE DEVELOPMENT
HR plays a vital & Strategic role in NBCC and the HR Practices were in line with the Organization and emphasis on HR Vision of Building a Team of Competent, Committed and Dedicated Professionals for Providing Quality Services to the Clients and Make Valuable Contribution in the Infrastructure Development of the Country. The success of NBCC depends on the high level of skills and professionalism of employees. The Company appreciates the role of its human capital in propelling the Company to new heights. The position of recruitment of SC/ST employees, category-wise for the FY 2017-18 is as under:-
|SC||% (SC)||ST||% (ST)|
NBCC is compliant of all directives issued by the Government of India with respect to filling vacancies for SC/ST/OBC/Ex.-servicemen.
Further, NBCC has also complied with all government regulations regarding reservation, relaxations, concessions & benefits as provided under rules for Persons with disabilities (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 regular employees||1945|
|No. of NMR||0|
IR scenario during the year: The Industrial Relations scenario in the Company during the year 2017-18 had remained peaceful and conducive, and no man days were lost in strikes etc. Since all the industrial disputes and differences were resolved amicably across the table. Cordial and a harmonious relationship with all stake holders/Unions/Association during the year. Structured meetings were held regularly on quarterly basis.
Working Status of Women Employees in the Company-Category wise, and SC/ST/VH/PH group-wise.
(i) Working status of Women employees category-wise:
|Sl. No.||Category of Posts (Group)||Nos. of Woman employees|
(ii) Total Number Group-wise SC/ST/VH/HH/PH :
|Sl. No.||Category of Posts (Group)||Nos. of employees|
|Total Employees||SCs||STs||VH||HH||PH (OPH)|
Manpower Status as on March 31, 2018
DISCIPLINE & CATEGORY WISE
|Category||Engineers (C/E/M/PHE/ EM/Arch./SYs. Engg./PIng. etc.)||Finance||HRM (Sectl./ RB/Law/Board/ CC/P&PI)||Marketing||Material Mgmt.||Technical (Other than Engrs.) i.e. DPM/SPE/PE/ASM /JSE/JE-I/JE-II /JE-III WI/AWI||Operative Level||Others||Total|
Number of people employed during the FY 2017-18:
|Sl.No.||Group||No. of people employed|
In accordance with the Instruction issued by DPE vide its OM No. W-02/0028/2017-DPE(WC)-GL-XIII/17 dated 3 August, 2017, OM No. W-025/0028/2017-DPE(WC)-GL-XIV/17 dated 4 August, 2017, the Company implemented the directions as notified by Third (3 ) Pay Revision Committee w.e.f. 01.01.2017 .
Human Resource Development is the prime importance for any Organization to achieve the Organization Goal. Keeping in view the present innovative & challenging market, this Division has arranged need based In-House Training Programs / Technical Workshops to make our officials / employees aware of latest trends / techniques & changes taking place in their respective fields and to enhance their knowledge so that they work with more potential & zeal to achieve the Organizational Goal.
Discipline-wise details of Officials / Employees imparted training during 2017-18 is as under:
|Name of Programm||No. of Participants||Level of Officers Nominated|
|1. Engineering Discipline|
|a) 1 Program on Philip Lighting at Noida||24||GM & upto SPE level|
|b) 2 Program on Quality Control & Quality Assurance at Bhubaneswar & Guwahati||42||CGM & upto PE level|
|c) 1 Program on Construction Management & best practices at Kolkata||26||AGM & upto PM level|
|d) 1 Program on High Rise Building Planning Construction & Maintenance at Chennai||22||GM & upto PE level|
|e) 1 Program on Presentation program for Engineers at Noida||22||AGM & upto Jr. Engg. level|
|f) Half day Program on How to conduct Intensive examination (CTE Type) at Kolkata||22||ED & upto PE level|
|a) Half day Program on Preventive Vigilance at Kolkata||22||ED & upto PE level of all disciplines|
|3. General Programs|
|a) 1 Program on Health & Stress Management for ladies at EDC||17||ED & upto PE level of all disciplines|
|b) 3 half day programs on Awareness of sexual harassment at work place at Guwahati, Patna & EDC||64||CGM & upto Jr. Engg. level of all disciplines|
|c) 1 Program on Advance Excel at EDC||26||DGM & upto PE level of all disciplines|
|d) 3 Program on Leadership at Guwahati, Mumbai & EDC||58||GM & upto PE level of all disciplines|
|e) 1 Program on Chanakya the Business Management at EDC||27||ED & upto PE level of all disciplines|
Three Programs (four Days for each location) on Multi-up skilling for non-executives was conducted at two locations i.e. Kolkata & Delhi (2 programs).
One Day Program for Drivers regarding updation of road safety / updation of traffic rules etc. was conducted at EDC, Ghitorni, which was attended by 18 participants.
One Day Soft Skill Program for Group C employees was conducted at EDC, Ghitorni, which was attended by 26 participants. Further a 2-Weeks In-house Orientation Program for Management Trainees for three batches / spells in the Finance Discipline was also arranged departmentally to make them aware of NBCCs work culture which was attended by 24 participants at HO, Lodhi Road.
Total man days achieved 822 for Group A, B & C employees during the FY 2017-18.
The Company maintained healthy, cordial and harmonious industrial relations at all levels during the financial year. The efforts of employees have enabled the Company to remain at the leadership position in the industry.
SAFEGUARD OF WOMEN AT WORKPLACE
The Company has constituted an internal committee in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. The committee functions in accordance with the model code of conduct developed by National Commission for woman/ Ministry of Woman and Child Development. The committee spread awareness amongst the employees regarding Zero Tolerance for sexual harassment at work place. The committee also investigates reported cases of sexual harassment. The Company has 124 women employees in various cadres at the Project and office premises. There were NIL cases filed during the financial year ended 31st March, 2018.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V to the Listing Regulations with the stock exchanges forms part of this Report as Annexure - I.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm that:
- in the preparation of annual accounts for the financial year ended March 31, 2018, the applicable Indian Accounting Standards read with requirements set out under Schedule III 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 consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the period ended on that date;
- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and such internal controls are
adequate and are operating effectively and
- the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
The Company complies with the SEBI (Listing and obligations and Disclosure Requirements) Regulations, 2015 and guidelines issued by DPE on Corporate governance.
The requisite certificate from the Statutory Auditors of the Company, Jagdish Chand & Co., Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Listing Regulations is attached to Corporate Governance Report. The Corporate Governance Report for the year ended March 31, 2018 forms part of this report as Annexure- II.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year under review, the Company had not entered into any contract/arrangement/transaction with related parties, which could be considered material in 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 Companys website, at the link http://nbccindia.gov.in/nbccindia/nroot/njsp/Policies.jsp.
The remuneration paid to Key Managerial Personnel is disclosed in the MGT-9 annexed to Annual Report. The related party contracts referred in section 188 of the Companies Act, 2013 in Form AOC-2 and enclosed as Annexure III.
QUALITY ASSURANCE/QUALITY CONTROL MANUAL
Quality Assurance (QA) is a procedure that focuses on providing the assurance that the quality requested is achieved and Quality Control (QC) is a procedure that focuses on fulfilling the quality requested. So in construction activities QA/QC becomes very important parameters and NBCC is devoted towards the quality norms and practices to meet the customer expectation and in view of this the company has prepared and issued a Quality assurance/quality Control manual with specific standards and general construction practices so as to maintain the desired quality at site.
NBCC, through its Technical audit/Quality division conducts internal audit on planned basis for the projects selected by the competent authority, through well designed check list and as per QA/QC manual of NBCC.
In NBCC, safety and health are accorded the highest importance and are integral to the manner in which we conduct our business. The company has put in place a robust system for safety management and Safety policy that incorporates standard operating procedures, instructions, safe methods of work and work permit system.
To further strengthen its safety standards at a cultural level recently 47th National safety day/week has been organized by safety division at Head Office the emphasis of this initiative is to continuously strengthen the safety culture in the organization.
The safety division conducts audits at sites to identify strengths and weaknesses of the current system, identify risks of personal injury, and promote employee participation and morale. The scope of the audit also includes proper and safe use of equipment by employees.
At NBCC we believe in prioritising safety and health of our people and incorporating this as a value. Safety is embedded across the organisation and is an integral part of how we conduct our business. It is our continuous effort to make it a safe place. During recent past years, effective implementation of the safety measures had been undertaken to minimize the cases of accidents and it is aimed to achieve zero harm in forthcoming time.
QUALITY MANAGEMENT SYSTEM (QMS)
NBCC is ISO 9001: 2015 certified company which focuses on Quality Management System (QMS).
QMS is a set of policies, processes and procedures that is required for Planning and Execution of project to meet the expectation of customer and stakeholders of the company.
QMS vehemently brings the following policy:
To keep on uplifting and maintaining the quality standards in providing Project Management Consultancy and Execution of projects in order to meet the customer satisfaction
To delivers project in time and within cost with excellent quality and to become a trustworthy project management organization for esteemed customers.
To make quality, an obsession to always assure quality in works
Top management always encourages RBGs/SBGs/Unit/Zonal head to follow the set of procedures and guidelines of QMS so as to maintain its stature of being an ISO 9001: 2015 certified company.
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 distribution policy. Accordingly, the policy was adopted to set out the parameters and circumstances that will be taken into account by the Board while determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company, The policy is attached as Annexure-IV and is also available on the Companys website, at http://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 the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013, which can be accessed on the Companys 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 its stakeholders and protecting the environment. The policy guidelines are integral to the way the Company conducts its construction as well as other business operations. NBCC is committed to ensure that it meets its business goals without compromising on the aspirations 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 to time are duly complied with by the Company.
It always has been endeavour of NBCC to support Micro and Small Enterprises (MSEs) and local suppliers. NBCC has taken a number of steps including the necessary steps to implement the Public Procurement Policy of the Government of India to procure the items specified from MSEs, including SC/STs. Necessary provision is made in all the tenders stating the eligibility of MSEs to participate in the tender. As mandated in the Public Procurement Policy-2012 for MSEs (issue by Ministry of MSME- Govt. of India), the actual procurement from MSEs during the year was 57.52% i.e. Rs 81.65 lakhs out of which procurement from SC/ST vendor was 6.98% i.e. Rs. 5.70 lakhs.
NBCC has an elaborate Risk Management framework in place. A Board level Committee called Risk Management Committee (RMC) has been constituted. The RMC is responsible to identify & review the risks and to formulate action plans and strategies to mitigate risks on short term as well as long term basis. The Board had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board.
A committee has been constituted in compliance with the requirement of the companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to define a framework for identification, evaluation and mitigation of risk in the decision making process of the business of NBCC and to protect the company from risks and consequence in the pursuit of companys stated strategic goals and objective.
Your Company periodically analyzes the risks associated with its operations and takes all the necessary precautionary measures to manage and mitigate the risks.
INTERNAL CONTROL SYSTEMS
The Company has in place adequate internal financial controls with reference to financial reporting in compliance with the provisions of Section 134 (3) (c) of the Companies Act, 2013 and such internal financial controls over financial controls were operating effectively. Internal Financial Controls over financial reporting are audited through statutory auditors on an annual basis.
The controls have been designed to provide assurance with respect of maintenance of proper accounting records, ensuring the orderly and effect conduct of its business including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors and ensuring reliability of financial and operational information. The internal control system (including Internal Financial Controls over Financial Reporting) are reviewed on an ongoing basis and necessary changes are carried out to align with the changing business requirements.
In addition to the above, the Company has a well-defined delegation of financial powers to its various officers through its Sub-Delegation of Power book. The book is updated on timely basis in line with the needs of the company as well as to bring further delegation. The Company has in-house Internal Audit and Technical Audit Departments commensurate with its size of operations. The Statutory Auditors and Audit Committee of the Board regularly review significant audit findings of the audit department covering operational, financial and other areas and provides guidance on internal controls.
VIGILANCE ACTIVITIES AND INTITIATIVES
The Vigilance function with the NBCC (India) Ltd., is an integral part of the Management. It is the nodal section for handling all Vigilance matters of the NBCC. It is believed that with best practices, adequate controls and transparency in place, decisions will be taken in a professional, efficient and effective manner and same would be consistent, leading to good governance and corporate excellence. The Vigilance Division of Corporation is under the charge of Chief Vigilance Officer (of the rank of Joint Secretary), who is from outside the cadre of NBCC.
The Vigilance Awareness week was observed at Head Office and various other offices of NBCC from 30.10.2017 to 04.11.2017. During the week, a number of activities namely, Lectures/Seminars/Debates/Essay Competition etc. were organized at Head Office/RBG/SBG/Zone/Unit Offices, based on this years theme conceptualized by CVC - "My Vision Corruption Free India". Shri K.V. Chowdhary, Central Vigilance Commissioner (CVC), Government of India, interacted with senior officials of the organization and delivered a speech on 31st October, 2017 at the Corporate Office of NBCC. He emphasized the importance of personal probity and integrity in ensuring vigilance. On the occasion, Vigilance Bulletin-2017 and posters on Vigilance Awareness were also released by the CVC.
Information of Vigilance cases, required pursuant to Office memorandum issued by Ministry of Parliamentary Affairs vide its letter dated F.No.28(1)2016-Leg.I, Dated January 24, 2018:
|Natures of Cases|
|FY 2017-18||Nature of pending cases|
|No. of cases pending at the beginning of the Financial Year||41|
|No. of cases received during the Financial Year||9||The cases/Complaints are normally regarding procedural lapses, financial irregularities and Human|
|No. of cases disposed off during the Financial Year||20||Resource Management (HRM) related matters.|
|No. of cases pending at the end of the Financial Year||30|
After investigation of complaints, where lapses/ irregularities are established, the disciplinary proceedings are initiated against the delinquent employees.
Vigilance Division has been supported by NBCC (I) Ltd by introducing effective Vigilance MIS:
Complaint database is being maintained to effectively monitor their status resulting in reduction in their pendency.
Database is maintained of all cases pertaining to minor and major penalty proceedings. Status of all cases is regularly updated so as to keep track of the deadlines and actions required to be undertaken.
Database of all CTE para reports, CBI Cases and Departmental Inquiries is made so as to keep track of all of them.
Digitization of documents has been started as per CVC directives.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The NBCC Whistle Blower Policy has been formulated (i) to ensure greater transparency in all aspects of the Companys functioning by formulating a procedure for further enabling employees to bring to the attention of Company incidents of improper activities or violation of the companys Service(conduct) Rules and the Code of Business Conduct & Ethics for Board Members and Senior Management and (ii) to provide necessary safe-guards for protection of employees from reprisals of victimization for whistle blowing in good faith. A vigil mechanism for directors and employees to report genuine concern about unethical behavior, actual or suspected fraud or violation to the Companys Code of Conduct has been established which includes the duly adopted Whistle Blower Policy, uploaded on the Companys website at the link.
Further, NBCC has become a member of Transparency International India, an institution engaged in propagating the concept of the Integrity Pact intended to eradicate corruption in public procurement. NBCC is a firm believer that transparency makes good citizens which never go out of business.
INVESTORS RELATIONS CELL
"NBCC" is committed to provide timely, accurate and comprehensive information relevant to all aspects of our operations and in compliance with SEBI regulations. The purpose of the Investor Relations Policy is to ensure transparent and fair information dissemination. The Company recognizes that effective communication with investors assists in development and maintenance of an informed market in the Companys securities and enhances corporate governance by encouraging a culture of transparency in relation to the Companys corporate activities and proposals.
As per the guidelines issued by Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, Government of India, on Investor Relations for Listed Central Public Sector Enterprises, the Company has been participating in various Investors Conferences in India and overseas as well in order to communicate with stakeholders, to enhance and strengthen its corporate governance & investor relations and to develop a strong bond with stakeholders.
The Company maintains a corporate website (http://www.nbccindia.com). The Companys business developments, financial reports, announcements, analyst meet & Investor conferences schedules, news releases and other information are posted on the corporate website. Both current information and archives of previously released information including presentation slides and announcements can be found under the "Investors" section of the corporate website. The Company keeps investors and the market fully equipped with the information that may have a material effect on the price or value of the Companys securities by timely disclosure of information through Stock Exchanges.
AUDITORS AND AUDITORS REPORT
M/s Jagdish Chand & Co., Chartered Accountants, was appointed as Statutory Auditors for the financial year 2017-18 by the Comptroller & Auditor General of India (C&AG). The notes on financial statement referred in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report is attached with 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 2017-18. Further maintenance of cost records as specified under Section 148(1) of the Act, is applicable to the company and accordingly such accounts and records are made and maintained.
The Board has appointed M/s Agarwal S. & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is at Annexure-VI. The said report does not contain any qualification, reservation and adverse remark.
COMMENTS OF C&AG
Comptroller & Auditor General of India (C&AG) comments on the financial statements of the Company for the FY 2017-18, forms part of this Report.
The Company has constituted Audit Committee with the members viz. Maj. Gen. Tajuddin Moulali Mhaisale, Chairman and Ms Jhanja Tripathy, Mr Rajendra Singh Rana, Mr. Sairam Mocherla as members. The recommendations made by the Audit Committee are accepted by the Board.
NUMBER OF MEETING OF BOARD OF DIRECTORS
Pursuant to the Companies Act, 2013 and the Rules framed there under, 9 (Nine) Board meetings were held in the financial year 2017-18. The details of the meeting are at Corporate Governance Report forming part of this Annual Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the FY 2017-18, followings appointments and cessations were made:
|1.||Manoj Kumar||Nominee Director||Appointment||08.08.2017|
|2.||D. S. Mishra||Nominee Director||Cessation||08.08.2017|
|1||S. K. Pal||WTD||Cessation||30.01.2018|
|2||Neelesh M Shah||WTD||Appointment||13.02.2018|
|3||B. K. Sokhey||CFO||Appointment||13.02.2018|
|4||Rakesh K. Arora||Director/Fin(A/C)*||Appointment||01.02.2018|
|5||Rakesh K. Arora||Director/Fin(A/C)**||Cessation||12.03.2018|
*Ministry of Housing and Urban Affairs letter No O-17034/75/2017-PS dated 22.01.2018, has assigned the additional charge of Director (Finance) of NBCC (India) Limited to Shri R. K. Arora, Director (Finance), Housing and Urban Development Corporation Limited (HUDCO) w.e.f. 01.02.2018 (F/N) vice Shri S K Pal.
** Administrative Ministry has assigned the charge of Director (Finance), NBCC to Shri Anoop K Mittal, CMD, NBCC w.e.f. March 12, 2018 and accordingly Shri Rakesh K. Arora, holding additional charge of Director (Finance) has handed over his charge to CMD, NBCC on 12.03.2018 (A/N).
The strength of the Board of Directors of NBCC as on March 31, 2018 was eleven (11), comprising three (3) Executive Directors (Functional Directors including CMD) and two (2) Government nominees and six (6) Independent Directors. A total of 9 (Nine) meetings of the Board of Directors of NBCC were held during the financial year 2017-18.
The Company has optimum combination of executive and non-executive directors on its Board in compliance with requirement of provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have submitted their Declaration of Independence to the Company.
Details of Key Managerial Personnel
The following are the Key Managerial Personnel of the Company for the FY 2017-18 :
- Shri Anoop Kumar Mittal, Chairman-cum Managing Director
- Shri SK Pal, Director (Finance) (upto 30.01.2018)
- Shri Rajendra Chaudhari, Director (Commercial)
- Shri Neelesh Manherlal Shah, Director (Projects) (w.e.f. 19.03.2018)
- Smt BK Sokhey, Chief Financial Officer (w.e.f. 13.02.2018)
- Smt. Deepti Gambhir, Company Secretary
The Ministry of Corporate Affairs has vide its notification dated June 05, 2015 notified the Exemptions to Government Companies from the provisions of the Companies Act, 2013, which inter-alia provides that Sec. 134(3)(p) regarding statement on formal annual evaluation shall not apply to Government Companies in case the Directors are evaluated by the Ministry which is administratively in-charge of the company as per its own evaluation methodology.
Further, in line with aforementioned exemptions, Sub-Sections (2), (3) & (4) of Sec. 178 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies.
DECLARATION BY INDEPENDENT DIRECTOR
The Independent Directors of the company had made declaration of Independence as required 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 the organization and its various operations including strategy, operations, organization structure, human resource, technology, risk management etc. They are also updated on all the latest developments in Corporate Governance to gain deeper insights into their roles and responsibilities. Further, the Company also invests in the learning of Board-level executives through seminars and conferences held in association with reputed institutions. The company has made the arrangement for internal training of Independent Directors. The Companys policy on Directors Training can be assessed on the corporate website 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 the Companies Act, 2013, forms part of the Annual Return as Annexure VII.
BUSINESS RESPONSIBILTY REPORT
The BRR describes the initiatives taken by the Company from social, environmental and governance perspectives. As a socially-responsible organization, NBCC conducts all its business activities in complete respect of the environment and society, and in line with its Corporate Governance guidelines. Detailed information on the Corporate Social Responsibility (CSR) activities is provided in the Business Responsibility Report as Annexure-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 and Construction.
A) CONSERVATION OF ENERGY:
(i) Steps undertaken or impact on direction of Conservation of Energy and absorption of technology, threats, Risk and Concern:
An MoU between IGBC and NBCC was signed on 20th, Sept, 2016 and accordingly the two organizations shall co-operate in the following areas:
Promote Green Buildings: IGBC and NBCC shall jointly promote Green Buildings in the Country. NBCC shall adopt suitable IGBC Rating systems for their upcoming projects. IGBC shall extend all soft support to NBCC for the design, construction, operation and certification of green buildings.
Capacity Building: IGBC shall conduct awareness workshop on green buildings to train the project team of NBCC. Trained officials shall be equipped to facilitate the adoption of green buildings by NBCC. NBCC officials shall attempt the IGBC Accredited Professional (AP) Examination.
Development of Green Building resources: NBCC officials shall be a part of IGBCs technical committee involved in the development of green building ratings, standards and policy guidelines.
(ii) Steps taken by the Company for utilizing alternative sources of energy:
Installation of Roof Top solar power plants.
(iii) Capital investment on energy conservation equipments:
As most of the projects executed by NBCC are in line with the GRIHA norms, the equipments used are all energy efficient.
Installation of LED based lighting in all NBCC Buildings.
B) TECHNOLOGY ABSORPTION:-
i) The efforts made towards technology absorption:
Monthly presentations of new products and innovative technologies of best in class companies are being organized.
ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
Awareness about the new technologies and products is being imparted to the senior management for utilizing the same in the projects .
iii) In case of imported technology- NBCC and Bolix SA, Poland signed MoU on 17th April, 2017 to promote External Thermal Insulation and Composite Systems. ETICS is a Potential game changer for construction of green building with Energy efficient and Environment friendly solution.
iv) The expenditure incurred on Research and development during the FY 2017-18 is Rs. 241.85 lakhs.
C) FOREIGN EXCHANGE EARNINGS AND OUT-GO
The details of foreign exchange earnings or out-go during the period under review are as under:
Foreign Exchange Earning: Nil, Foreign Exchange Outgo: Rs. 11,25,672/-
PROGRESSIVE USE OF HINDI
The Company has been implementing the provisions of Governments Official Language Policy. Employees are encouraged to use Hindi in their day to day working. Incentive schemes such as Hindi Noting Drafting Incentive Scheme, Hindi Dictation Incentive Scheme etc. have been implemented in the Company in which employees are participating. During the year under report, efforts continued in the Company towards progressive use of Hindi. During the year 2017-18, quarterly meetings of Official Language Implementation Committee (OLIC) were held regularly to review the progressive use of official language Hindi in the Company.
Hindi Protsahan Mas was observed from 01 September to 30 September, 2017 in which various activities were organised and many employees took active part in it. Hindi Diwas was also celebrated in this month.
NBCC has been honoured during Town Official Language Committee meeting on 02.02.2018 for Best Implementation of Official Language . Shri Rajendra Chaudhary, Director (Commercial) received shield. During the year Fifth issue of NBCC House Magazine NIRMAN BHARATI in Hindi also published. For the year 2017-18, Quarterly Hindi Vyavhar Pratiyogita (Use of Hindi in day to day official work) has been organised in which various participants took part and prizes were given to them. Hindi Inspections were conducted by the Rajbhasha Division in the various Divisions at Corporate Office and Regional Business Groups (RBG)/Strategic Business Groups (SBG) /Zonal Offices to oversee use of official language Hindi in day to day working. Further, progress of Official Language Implementation was also reviewed on quarterly basis.
RIGHT TO INFORMATION
Right to Information (RTI) Act, 2005 has empowered the Indian citizen to access information from public authorities, resulting in transparency and accountability to the working of the authorities. Your Company has appropriate mechanism to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005.
The status of RTI received during the year is as follows:
|Mode of Application||RTI Application||
|Received||Rejected||Information Provided||Transferred to other public authority||Returned to Applicant||Applications|
SIGNIFICANT AND MATERIAL ORDERS
There have been no material changes and commitment affecting the financial position of the Company which occurred between the end of the financial year of the Company to which financial statements relate and the date of this report.
Directors hereby state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. There was no issue of shares under ESOP/ESPS to the employees.
2. Neither the ChairmancumManaging Director nor the Whole Time Director received any remuneration or commission from the subsidiary company.
3. Provisions of Section 197 of the Companies Act, 2013 is not applicable to NBCC being a Government Company pursuant to MCA Notification dated June 05, 2015
4. The company is compliant of the Secretarial Standards issued by the ICSI from time to time.
The Directors of your Company acknowledge and appreciate the co-operation received and support received from the Government of India, State Governments, different ministries particularly Administrative Ministry i.e. Ministry of Housing and Urban Affairs.
The Board also appreciates the contribution of contractors, vendors and consultants in the implementation of various projects of the Company. Your Directors thank all share-owners, business partners and all members of the NBCC Family for their faith, trust and confidence reposed in the Board. We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the company continues to grow and excel.
|Anoop Kumar Mittal|
|Place: New Delhi|
|Dated: August 11, 2018|