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Directors Report of NCC Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2015.

Financial results (Standalone)

Rs. in Million

2014-15 2013-14

Turnover 82969.43 61173.02

Profit before interest, depreciation 8444.21 5583.88

and tax

Less: Interest and financial charges 5735.59 4659.85

Profit before depreciation and tax 2708.62 924.03

Less: Depreciation 1118.33 895.13

Profit before tax 1590.29 28.90

Provision for tax 472.37 (376.25)

Profit after tax 1 117.92 405.15

Profit brought forward 3331.28 3136.17

Less : Depreciatoin on transition to 80.40 -

Schedule II of the Companies Act, 2013

Profit available for appropriation 4368.80 3541.32

Appropriations

Proposed Dividend at Rs. 0.40 per 222.37 51.32

share (20%)

Dividend tax on Proposed dividend 45.27 8.72

Transfer to General Reserve 1000.00 150.00

Balance carried forward 3101.16 3331.28

Paid up Capital 1111.86 513.17

Reserves and Surplus 30932.44 24689.56

Operational performance

A. Standalone

You will be glad to note that notwithstanding the difficult phase through which the Indian Construction Industry is passing your Company posted a turnover of Rs. 82969.43 million for the year ended 31st March, 2015 as against Rs. 61173.02 million in 2013-14. Gross Profit increased from Rs. 5583.88 million in 2013-2014 to Rs. 8444.21 million in 2014-15. After deducting financial charges of Rs. 5735.59 million, providing a sum of Rs. 1118.33 million towards depreciation and Rs. 472.37 million for income tax, the operations resulted in a net profit of Rs. 1117.92 million as against Rs. 405.1 5 million in 2013 -14.

B. Consolidated

During the year under review, your Company achieved a consolidated turnover of Rs. 95128.90 Million as against Rs. 74631.51 Million in the previous fiscal. Your Company has earned a consolidated gross profit of Rs. 11263.99 Million before interest and depreciation as against Rs. 8625.24 Million in the previous year. After deducting financial charges of Rs. 7371.19 Million, providing for depreciation of Rs. 2765.93 Million and provision for tax of Rs. 512.06 Million, the operations resulted in a net profit of Rs. 614.81 Million as against Rs. 103.52 Million in the previous year.

During the year the Company, on consolidated basis, bagged new orders valued around Rs. 73810 Million and executed projects worth Rs. 90141 Million. The Order Book position as on March 31, 2015 stood at Rs. 19,3230 Million.

During the year the Company has successfully raised an amount of Rs. 5987 Million through issue of 29,93,47,778 Equity Shares of Rs. 2/- each at a premium of Rs. 18/- on Rights basis. The Issue received very good response from the shareholders and was oversubscribed to the extent of 1.14 times. We thank all the Shareholders for supporting the Company in times of great difficulties for the Construction Industry. Substantial portion of the amount raised through the Rights Issue was utilized for repayment of the Short Term Loans and NCDs, thereby the Company was able to reduce its debt and interest burden.

Proposed Dividend

Keeping in view the working capital requirements of the Company and the tight liquidity situation the Construction and Infrastructure Industry is passing through and the need for conserving the limited resources, your Board recommends Dividend of Rs. 0.40 per Equity Share of Rs. 2/- each (20%) for the consideration and approval of the members of the Company at the forthcoming Annual General Meeting. This is hundred percent increase on the expanded capital compared to previous year's dividend of 10% despite difficult market conditions. Your Board is optimistic that the company will be able to post better performance in the years to come.

Further information on the Business Overview and Outlook and state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the Management Discussion & Analysis.

There is no change in the nature of business carried on by the Company during the year 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 the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

The policy on Related Party Transactions as approved by the Audit Committee and the Board 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 ordinary course of business and were on an arm's length basis, the requirement of furnishing the requisite 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 Directors to the best of their knowledge and ability confirm as under:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) We 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 at the end of the financial year and of the profit of the Company for that period;

(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis; and

(e) The Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Subsidiary Companies

The Company has 51 subsidiaries (including step down subsidiaries) as of March 31,2015. There was no material change in the nature of the business carried on by the subsidiaries.

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 the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is prepared 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 Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company and are not attached with the Annual Accounts of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered office of the Company and that of the respective subsidiary companies.

Consolidated financial statements

In compliance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges and in compliance with the provisions of the Companies Act, 2013 and the Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with the Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31,2015, 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. The Company is making every effort to conserve the usage of power.

B. R&D and technology absorption:

Not applicable

C. Foreign exchange earnings and outgo

Foreign exchange earnings - Nil Foreign exchange outgo

a. Towards travel - Rs. 8.02 million

b. Towards import of capital goods & material supplies - Rs. 1401.48 million

c. Others Rs. 8.30 million

D. No significant and material orders were passed by the regulators or courts or tribunals 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 with Companies (Meetings of Board and its Powers) Rules, 2014, the details of Loans, Guarantees, Investments given / made during the Financial Year ended 31st March, 2015 are given in Annexure- 1.

Directors

In pursuance of Section 152 of the Companies Act, 2013 and the rules framed thereunder, Sri A G K Raju, Executive Director and Sri A S N Raju Whole-time Director are liable to retire by rotation, at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. During the year Sri Neeraj Mohan was appointed as an Additional Director and his appointment is proposed to be regularized at the forthcoming Annual General Meeting.

During the year under review Sri Anil P Gupta an independent Director and Sri A K H S Rama Raju Whole-time Director resigned from the Board due to pre-occupation with other activities. The Board of Directors records its sincere appreciation and recognition of the valuable contribution and services rendered by Sri Anil P Gupta and Sri A K H S Rama Raju during their association with the Company.

In compliance with the provisions of Section 149 of the Companies Act, 2013 & the Listing Agreement entered into with the Stock Exchanges which stipulates appointment of Woman Director, the Company has appointed Smt.Renu Challu, who has rich experience in the Banking & Finance Sector and who held senior positions including that of Deputy Managing Director of State Bank of India and Managing Director of State Bank of Hyderabad as an Independent Director on the Board of the Company.

Other than as stated above, there has been no other change in the Directors or the Key Managerial Personnel during the year under review.

The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013.

Meetings of Board of Directors

During the Financial Year under review, the Board has met seven times i.e. on 9th April, 15th May, 27th May, 13th August, 25th September, 13th November 2014 and 11th February 2015.

The details of the familiarisation programme conducted for Independent Directors are hosted on the Company's website and the web link thereto is http://ncclimited.com/corporate_ governance.html

Constitution and Composition of Audit Committee

The Company has constituted the Audit Committee under the Chairmanship of Sri R V Shastri an Independent Director and Sri P Abraham, Sri T N Manoharan Independent Directors and Sri Amit Dixit Non-executive Director as Members of the Committee.

During the year under review Sri Anil P Gupta ceased to be a member of the Committee following his resignation from the Board of the Company.

Whistle Blower Policy/Vigil Mechanisam

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company (http://ncclimited. com/Policies.html).

Risk Management

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

Extract of Annual Return

The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2015 is given in Annexure -.2 and forms part of the Directors Report.

Joint Statutory Auditors and their report

The Joint Statutory Auditors of the Company viz., M/s. M Bhaskara Rao & Co., Chartered Accountants, and M/s. Deloitte Haskins and Sells, Chartered Accountants retire at the conclusion of the 24th Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Joint Statutory Auditors, if reappointed. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual General Meeting of the Company, for a term of two consecutive years to hold office from the conclusion of the 25th Annual General Meeting up to the conclusion of the 27th Annual General Meeting.

The Independent Auditors' Report to the Members of the Company on the Financial Statements for the Financial Year ended March 31, 2015 forms part of the Annual Report and does not contain any qualification(s) or adverse observations.

Secretarial Audit Report

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed M/s. BS & Co, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company The Secretarial Audit Report for the Financial Year ended 31st March, 2015 in Form No MR-3 is annexed to the Directors Report - Annexure - 3 and forms part of this Report. The Secretarial Auditors' Report to the Members of the Company for the Financial Year ended March 31,2015 does not contain any qualification(s) or adverse observations

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Clause 49 also forms part of this Annual Report.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR)Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-4 of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy)Rules, 2014.The policy is available on the website of the Company.( http://ncclimited.com/Policies.html)

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 197 (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 forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - 5 and forms part of this Report.

Evaluation of performance of the Board, Members of the Board and the Committees of the Board of Directors.

The Nomination and Remuneration Committee has laid down criteria for performance evaluation of Directors, Chairperson, Board Level Committees and the Board as a whole and also the evaluation process for the same.

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and the Board level Committees are given in the report on Corporate Governance, which forms part of this Annual Report.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2015, the Company has not received any complaints pertaining to Sexual Harassment.

Acknowledgements

Your Directors place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Company's Bankers, Financial Institutions, Central and State Government Authorities, Associates, JV partners, clients, consultants, sub-contractors, suppliers and Members of the Company and look forward for the same in equal measure in the coming years.

For and on behalf of the Board

T N Manoharan Chairman (DIN No. : 01186248)

Place: Hyderabad Date: 14th May, 2015


Mar 31, 2014

To The Members,

The Director take pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts for the Financial year ended March 31, 2014,

Financial results (on standalone basis)

Rs in Million 2013-14 2012-13

Turnover 61173.02 57249.18

Profit before interest, depreciation and tax 5583.88 5967.82

Less: Interest and financial charges 4659.85 4070.38

Profit before depreciation and tax 924.03 1897.44

Less: Depreciation 895.13 920.22

Profit before tax 28.90 977.22

Provision for tax (376.25) 350.56

Profit after tax 405.15 626.66

Profit brought forward 3136.17 2749.56

Profit available for appropriation 3541.32 3,376.22

Appropriations

Proposed Dividend at Rs 0.20 per share (10%) 51.32 76.97

Dividend tax on Proposed dividend 8.72 13.08

Transfer to General Reserve 150.00 150.00

Balance carried forward 3331.28 3136.17

Paid up Capital 513.17 513.17

Reserves and Surplus 24689.56 24167.17

Operational performance

A. Standalone

you will be glad to note that notwithstanding the difficult phase through which the Indian Construction Industry is passing through your Company posted a turnover of h61173.02 million for the year ended 31st March, 2014 as against h57249.18 million in 2012-13. Gross Profit decreased from h5967.82 million in 2012-2013 to h5583.88 million in 2013-14. After deducting interest of h4659.85 million, providing a sum of h895.13 million towards depreciation and h(376.25) million for income tax, the operations resulted in a net profit of h405.15 Million as against h626.66 million in 2012 -13.

B. Consolidated

During the year under review, your Company achieved a consolidated turnover of h74631.51Million as against h69683.62 Million in the previous fiscal. your Company has earned a consolidated gross profit of h8625.24 Million before interest and depreciation as against h9136.36 Million in the previous year. After deducting interest of h6541.15 Million, providing for depreciation of Rs.2354.47 Million and provision for tax of Rs.(373.90) Million, the operations resulted in a net profit of Rs.103.52 Million as against Rs.520.15 Million in the previous year.

The net profit earned by the Company both on Standalone and Consolidated basis declined mainly on account of increase in interest cost on borrowed funds and on account of increase in the LC & Bank Guarantee Commission charges levied by the Consortium of Banks. The Company has initiated steps for divesting the stake held in the various SPVs and raising funds through Rights Issue of Shares.

During the year the Company, on consolidated basis, bagged new ordeh valued around h93855 Million and executed projects worth Rs.69831 Million. The Order Book position as on March 31, 2014 stood at Rs.209561 Million.

Proposed Dividend

Keeping in view the difficult phase through which the Construction and Infrastructure Industry was passing through and the need for conserving the limited resources, your Board recommended Dividend of Rs.0.20 per Equity Share of Rs.2/- each (10%) for approval of the membeh of the Company at the forthcoming Annual General Meeting. your Board is hopeful that the company will be able to post better performance in the Current year.

Directoh'' responsibility statement

Puhuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directoh confirm as under:

In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

We have adopted 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 affaih of the Company as at March 31, 2014 and of the profit for the year ended on that date;

we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

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. The Company is making every effort to conserve the usage of power.

B. R&D and technology absorption: Not applicable

C. Foreign exchange earnings and outgo

Foreign exchange earnings - Nil

Foreign exchange outgo

a. Towards travel – Rs.9.00 million

b. Towards import of capital goods & Material Supplies – h359.61 million

c. Otheh Rs.4.74 million

Particulah of Employees

Details in respect of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulah of

Employees'') Rules, 1975, as amended forms part of this report. however, in puhuance of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this Report is being sent to all the membeh of the Company excluding the aforesaid information, The membeh interested in obtaining such details may please write to the Company Secretary at the registered office of the Company.

Director

Sri J V Ranga Raju, Whole-time Director and Sri N R Alluri Director are liable to retire by rotation, at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. During the year under review Sri. P C Laha an independent Director resigned from the Board due to pre-occupation with other activities. Sri Akhil Gupta, Nominee Director of Blackstone resigned from the Board with effect from 14th May, 2014 due to pre-occupation with other activities. Blackstone has nominated Shri Amit Dixit as their Nominee in place of Sri Akhil Gupta. The Board of Directoh records its sincere appreciation and recognition of the valuable contribution and services rendered by Sri P C Laha and Sri Akhil Gupta during their long association with the Company. your Board had appointed Sri. Utpal Sheth, Sri. hemanth Nerurkar and Sri. Amit Dixit as Additional Directoh as permitted under the provisions of the Companies Act, 1956 / Companies Act, 2013 read with the Articles of Association of the Company and their appointments are proposed to be regularized at the forthcoming AGM.

As per the provisions of the Companies Act, 2013 read with Schedule IV of the said Act, the Board has accorded inprinciple approval for the appointment of Sri. P. Abraham, Sri. R.V. Shastri, Sri. T N Manohran, Sri. Anil P Gupta and Sri. hemanth M Nerurkar Independent Directoh who have furnished the declaration regarding their independence, for a term of five yeah from the date of the ensuing Annual General Meetings.

Joint Statutory Auditoh and their report

The Joint Statutory Auditoh of the Company viz., M/s. M Bhaskara Rao & Co., Chartered Accountants, and M/s. Deloitte haskins and Sells, Chartered Accountants retire at the conclusion of the 24th Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Joint Statutory Auditoh, if reappointed. your Board of Directoh have recommended their reappointment based on the recommendation of the Audit Committee to the membeh for their approval at the forthcoming Annual General Meeting of the Company, to hold office from the conclusion of the 24th Annual General Meeting up to the conclusion of the 25th Annual General Meeting.

The Independent Auditoh'' Report to the Membeh of the Company on the Financial Statements for the Financial year ended March 31, 2014 does not contain any qualification(s) or advehe observations.

Subsidiary Companies

The Company has 51 (Fifty One) subsidiaries (including step down subsidiaries) as of March 31, 2014. There was no material change in the nature of the business of the subsidiaries. A statement puhuant to Section 212 of the Companies Act, 1956, containing the details of the subsidiaries of the Company, is appended to this Report.

The brief profiles of the major subsidiaries of he Company which are into infrastructure development, real estate & urban infrastructure development and the international subsidiaries are detailed here in below.

NCC Infrastructure holdings Limited (NCC Infra)

NCC Infra is an infrastructure development company promoted by your Company for undertaking investments in infrastructure projects and also for development of Infrastructure Projects independently and through Government concessions, largely focusing on long term infrastructure projects with stable revenue streams. NCC Infra has made investments in the Energy and

Transportation sectoh. Currently NCC Infra has five road projects, one hydro Power Project and one Thermal Power project under its fold. The execution of all the five road projects were completed and the commercial operations have commenced. The concession period for one Road Project i.e. Brindavan Infrastructure Ltd., was over in April, 2014. Puhuant to the Share Purchase and Shareholdeh agreements entered between the holding Company i.e NCC Limited (NCCL) and Gayatri Energy Ventures Private Ltd (GEVPL) NCCL has divested a portion of the stake held in NCC Infrastructure holding Ltd., in favour of GEVPL and consequent to this divestment NCC Infra ceased to be a wholly owned subsidiary of NCCL.

NCC Urban Infrastructure Limited (NCC Urban)

NCC Urban is a Subsidiary of your Company primarily focusing on Urban Real Estate Projects such as development of Residential & Commercial complexes, SEZs, Integrated Townships. The Company has been certified for: ISO 9001 : 2000, ISO 14001 : 2004 & OhSAS 18001 : 1999. NCC Urban has developed / is developing various residential projects in hyderabad, Bangalore, Chennai, Ranchi, Kochi, Guntur, etc., NCC Urban has reported a turnover of h2209.60 million and earned a Net Profit of h68.94 million for the year ended 31st March, 2014.

International Presence

your Company has been operating in the GCC area through its subsidiaries in the Sultanate of Oman and UAE. The international business is carried on through two flagship entities viz., Nagarjuna Construction Company International LLC in Muscat and Nagarjuna Contracting Company LLC., in Dubai. During the last five yeah the International Subsidiaries have garnered major construction contracts in the Transportation, Water Pipelines and Buildings sectoh aggregating around h7000 crores.

The major projects executed / being executed by the above subsidiaries/ branches of your Company include DEWA Water Pipeline Projects in Dubai, Al Salmat Villas at Al Ain, Abu Dhabi, Al Amerat Quriyat Road, Wadi Adai Amerat Road, Batina Coastal Road, Quriyat Villa, Desalination, Saraya Bandar Projects in Oman and Qatar Petroleum Project in Doha, Qatar

Subsidiary Financials

In accordance with the general circular issued by the Ministry of Corporate Affaih, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Annual Accounts of the Company. The Company will make available the Annual Accounts of the

subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any member at the Registered office of the Company and that of the respective subsidiary companies.

Consolidated financial statements

In compliance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges and in compliance with the Accounting Standards AS-21 and AS- 27 on consolidated financial statements, read with the Accounting Standard AS- 23 on Accounting for Investments in Associates, your Directoh have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2014, which form a part of this Annual Report.

A separate report on Management Discussion and Analysis puhuant to the Clause 49 of the Listing Agreement forms part of this Annual Report.

Secretarial Audit Report

As a measure of good corporate

governance practice, the Company has appointed M/s. B5 & Co Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial year ended 31st March, 2014 forms part of this Annual Report.

Corporate Governance

In puhuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholdeh. A certificate from the Auditoh of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

Corporate Social Responsibility

you will be glad to note that your Company has established a public charitable trust, "NCC Foundation" as part of its Corporate Social Responsibility. The main Object of the said Trust include creating, maintaining and extending need based and area specific services to the poor and needy mainly in the areas of housing, health care, education etc. NCC Foundation has completed construction of 36 houses at Antervedipalem, East Godavari District, Andhra Pradesh and the same have been handed over for the poor and the needy. During the year the Company has also contributed some amounts towards donations to Charitable Institutions.

Acknowledgements

your Directoh place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Company''s Bankeh, Financial Institutions, Central and State Government Authorities, Associates, JV partneh, clients, consultants, supplieh and Membeh of the Company and look forward for the same in equal measure in the coming yeah.

For and on behalf of the Board

P. Abraham A.A. V. Ranga Raju Director Managing Director

Place: hyderabad Date: 15th May, 2014


Mar 31, 2013

To the Members''

The Directors take pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31'' 2013''

Financial results (on standalone basis)

Rs. in millions

2012-13 2011-12

Turnover 57249.18 52504.70

Profit before interest'' depreciation and tax 5967.82 5199.00

Less: Interest and financial charges 4070.38 3839.99

Profit before depreciation and tax 1897.44 1359.01

Less: Depreciation 920.22 829.83

Profit before tax 977.22 529.18

Provision for tax 350.56 169.36

Profit after tax 626.66 359.82

Profit brought forward 2749.56 2719.20

Transferred from Debenture Redemption Reserve 265.00

Profit available for appropriation 3641.22 3079.02

Appropriations

Proposed Dividend at Rs.0.30 per share (15%) 76.97 76.97

Dividend tax on Proposed dividend 13.08 12.49

Transfer to General Reserve 150.00 50.00

Transfer to Debenture Redemption Reserve 190.00

Balance carried forward 3401.17 2749.56

Paid up Capital 513.17 513.17

Reserves and Surplus 24167.17 23597.45

Operational performance

A. Standalone

We are glad to report that your Company posted a turnover of Rs.57249.18 million for the year ended 31st March'' 2013 as against Rs.52504.70 million in 2011-12. Gross Profit increased from Rs.5199 million in 2011-2012 to Rs.5968 million in 2012-13. After deducting interest of Rs.4070.38 million'' providing a sum of Rs.920.22 million towards depreciation and income tax provision of Rs.350.56 million'' the operations resulted in a net profit of Rs.626.66 million as against Rs.359.82 million in 2011 - 12.

B. Consolidated

During the year under review'' your Company achieved a consolidated turnover of Rs.69683.62 million as against Rs.66651.57 million in the previous fiscal. Your Company has earned a consolidated gross profit of Rs.9136.36 million before interest and depreciation as against Rs.9993.39 million in the previous year. After deducting interest of Rs.5950.85 million'' providing for depreciation of Rs.2284.08 million and provision for tax of Rs.381.28 million'' the operations resulted in a net profit of Rs.520.15 million as against Rs.680.13 million in the previous year.

During the year the Company'' on consolidated basis'' bagged new orders valued around Rs.4815 crores and executed projects worth Rs.6455 crores. The order book position as on March 31'' 2013 stood at Rs.18554 crores.

Proposed Dividend

Your Directors take pleasure in recommending equity dividend of Rs.0.30/- per share of Rs.2 face value (15%) on the paid-up equity share capital for the approval of the members for the financial year 2012-13. The dividend'' if approved'' at the 23rd Annual General Meeting by the members'' will be paid to all those equity shareholders whose names appear in the Register of Members as on 21st September'' 2013 and also to the members'' whose names'' as beneficial owners'' are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited.

Directors'' responsibility statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act'' 1956'' your Directors confirm as under:

- in the preparation of the annual accounts for the year ended March 31'' 2013 the applicable accounting standards have been followed along with proper explanations relating to material departures;

- we have adopted 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'' 2013 and of the profit for the year ended on that date;

- we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the accounts for the year ended March 31'' 2013 have been prepared on a going concern basis.

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. The Company is making every effort to conserve the usage of power.

B. R&D and technology absorption:

Not applicable

C. Foreign exchange earnings and outgo

Foreign exchange earnings - Nil

Foreign exchange outgo

a.Towards travel -Rs.5.82 million

b.Towards import of capital goods & Material Supplies -Rs.280.94 million

c. Others Rs.9.44 million

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 217 (2A) of the Companies Act'' 1956'' read with the Companies (Particulars of Employees'') Rules'' 1975'' as amended forms part of this report. However'' in pursuance of the provisions of Section 219(1) (b) (iv) of the Companies Act'' 1956'' this Report is being sent to all the members of the Company excluding the aforesaid information'' The members interested in obtaining such details may please write to the Company Secretary at the registered office of the Company.

Directors

Sri P. Abraham and Sri A V N Raju Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. Dr. Rakesh R Jhunjhunwala who is liable to retire by rotation and eligible for re-appointment expressed his intention not to seek re- appointment at the forthcoming AGM due to preoccupation. The Board of Directors records its sincere appreciation and recognition of the valuable contribution and services rendered by Dr. Rakesh R Jhunjhunwala during his long association with the Company.

Padma Shri Awardee T.N. Manoharan and Sri Anil P Gupta'' were appointed as Additional Directors on 26.09.2012 and subject to the approval of the members at the ensuing Annual General Meeting their appointments are being regularised.

Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are part of the Annexure to the Notice of the 23rd Annual General Meeting.

Sri S Venkatachalam'' Independent Director who was associated with the Company since 1991 passed away on 9th September'' 2012 after a brief illness. Sri A J Jaganathan'' Independent Director had resigned from the Board effective 31st May'' 2012 due to pre-occupation with other activities. Your Board places on record the valuable services rendered by Late Sri S Venkatachalam and Sri A J Jaganathan'' Directors during their association with the Company.

Joint Statutory Auditors and their report

The Joint Statutory Auditors of the Company viz.'' M/s. M Bhaskara Rao & Co.'' Chartered Accountants'' and M/s. Deloitte Haskins and Sells'' Chartered Accountants retire at the conclusion of the 23rd Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Joint Statutory Auditors'' if reappointed. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual General Meeting of the Company'' to hold office from the conclusion of the 23rd Annual General Meeting up to the conclusion of the 24th Annual General Meeting.

The Independent Auditors'' Report to the Members of the Company on the Financial Statements for the Financial Year ended March 31'' 2013 does not contain any qualification(s) or adverse observations.

Subsidiary Companies

The Company has 47 (forty seven) subsidiaries (including step down subsidiaries) as on March 31'' 2013. There was no material change in the nature of the business of the subsidiaries. A statement pursuant to Section 212 of the Companies Act'' 1956'' containing the details of the subsidiaries of the Company'' is appended to this Report.

The brief profiles of the major subsidiaries of the Company which are into infrastructure development'' real estate & urban infrastructure development'' power and the international subsidiaries are detailed here in below.

NCC Infrastructure Holdings Limited (NCC Infra)

NCC Infra is an infrastructure development company promoted by your Company as a wholly owned subsidiary for undertaking investments in infrastructure projects and also for development of Infrastructure Projects independently and through Government concessions'' largely focusing on long term infrastructure projects with stable revenue streams. NCC Infra has made investments in the Energy and Transportation sectors. Currently NCC Infra has five road projects'' one Hydro Power Project and one Thermal Power project under its fold. The execution of all the five road projects were completed and the commercial operations have commenced.

NCC Urban Infrastructure Limited (NCC Urban)

NCC Urban is a Subsidiary of your Company primarily focusing on Urban Infrastructure Projects such as development of Residential & Commercial complexes'' SEZs'' Integrated Townships. The Company has been certified for: ISO 9001 : 2000'' ISO 14001 : 2004 & OHSAS 18001 : 1999. NCC Urban has developed / is developing various real estate projects in Hyderabad'' Bangalore'' Chennai'' Ranchi'' Kochi'' Guntur'' etc.'' NCC Urban has reported a turnover of Rs.2135.70 million and earned a Net Profit of Rs.35.28 million for the year ended 31st March'' 2013.

International Presence

Your Company has been operating in the GCC area through its subsidiaries in the Sultanate of Oman and UAE. The international business is carried on through two flagship entities viz.'' Nagarjuna Construction Company International LLC in Muscat and Nagarjuna Contracting Company LLC'' in Dubai. During the last five years the International Subsidiaries have garnered major construction contracts in the Transportation'' Water Pipelines and Buildings sectors aggregating over Rs.6''000 crores.

The major projects executed / being executed by the above subsidiaries/ branches of your Company include DEWA Water Pipeline Projects in Dubai'' Al Salmat Villas at Al Ain'' Abu Dhabi'' Al Amerat Quriyat Road'' Wadi Adai Amerat Road'' Batina Coastal Road'' Quriyat Villa'' Desalination'' Saraya Bandar Projects in Oman and Qatar Petroleum Project in Doha'' Qatar.

Subsidiary Financials

In accordance with the general circular issued by the Ministry of Corporate Affairs'' Government of India'' the Balance Sheet'' Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Annual Accounts of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any member at the Registered office of the Company and that of the respective subsidiary companies.

Consolidated financial statements

In compliance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges and in compliance with the Accounting Standards AS-21 and AS-27 on consolidated financial statements'' read with the Accounting Standard AS-23 on Accounting for Investments in Associates'' your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31'' 2013'' which form a part of this Annual Report.

A separate report on Management Discussion and Analysis pursuant to the Clause 49 of the Listing Agreement forms part of this Annual Report.

Secretarial Audit Report

As a measure of good corporate

governance practice'' the Company has appointed M/s. BS & Co Practising Company Secretaries to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended 31st March'' 2013 forms part of this Annual Report.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges'' a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

Corporate Social Responsibility

You will be glad to note that your Company has established a public charitable trust'' "NCC Foundation" as part of its Corporate Social Responsibility. The main Object of the said Trust include creating'' maintaining and extending need based and area specific services to the poor and needy mainly in the areas of health care'' education'' etc. During the year under review NCC Foundation has completed construction of 36 houses at Antervedipalem'' East Godavari District'' Andhra Pradesh and the same are being handed over to the poor and the needy. During the year the Company has also contributed some amounts towards donations to Charitable Institutions.

Acknowledgements

Your Directors place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company atall levels'' Company''s Bankers'' Financial Institutions'' Central and State Government Authorities'' Associates'' JV partners'' clients'' consultants'' suppliers'' and Members of the Company and look forward for the same in equal measure in the coming years. For and on behalf of the Board

Place: Hyderabad P. Abraham A. A. V. Ranga Raju

Date: 22nd May'' 2013 Director Managing Director


Mar 31, 2012

The Directors take pleasure in presenting the 22nd Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2012,

Financial results (on standalone basis)

(Rs. in millions)

2011-12 2010-11

Turnover 52504.70 50737.32

Profit before finance cost, depreciation and tax 5199.00 5910.15

Less: Finance cost 3839.99 2569.00

Profit before depreciation and tax 1359.01 3341.15

Less: Depreciation 829.83 685.31

Profit before tax 529.18 2655.84

Provision for tax 169.36 1021.34

Profit after tax 359.82 1634.50

Profit brought forward 2719.20 2552.91

Profit available for appropriation 3079.02 4187.41

Appropriations

Proposed Dividend at Rs.0.30 per share (15%) 76.97 256.58

Dividend tax on proposed dividend 12.49 41.63

Transfer to General Reserve 50.00 750.00

Transfer to Debenture Redemption Reserve 190.00 400.00

Transfer to Contingency Reserve - 20.00

Balance carried forward 2749.56 2719.20

Paid up Capital 513.17 513.17

Reserves and Surplus 23597.45 23,273.64

Operational performance

A. Standalone

You will note that your Company posted a turnover ofRs. 52504.70 million for the year ended 31 st March, 2012 as against Rs. 50737.32 million in 2010-11. Gross Profit reduced from Rs. 5910.15 million in 2010-2011 to 5199.00 million in 2011-12. After deducting interest of Rs. 3839.99 million, providing a sum of Rs. 829.83 million towards depreciation and income tax provision of Rs. 169.36 million, the operations resulted in a net profit of Rs. 359.82 Million as against Rs. 1634.50 million in 2010 - 11. The increase in interest costs, increase in the cost of major items of raw material increase in administration costs and other over heads were the main reasons for the decline in the profits.

B. Consolidated

During the year under the review your Company achieved a consolidated turnover of Rs. 66651.57 Million as against Rs. 62298.66 Million in the previous fiscal. Your Company has earned a consolidated gross profit of Rs. 9192.13 Million before interest and depreciation as against Rs. 7318.57 Million in the previous year. After deducting interest ofRs. 5648.68 Million, providing for depreciation ofRs. 2644.51 Million and provision for tax of Rs. 218.81 Million, the operations resulted in a net profit of Rs. 680.13 Million as against Rs. 2217.79 Million in the previous year.

During the year the Company, on consolidated basis, bagged new orders valued around Rs. 101166 Million and executed projects worth Rs. 61003 Million, The order book position as on March 31, 2012 stood at Rs. 201964 Million.

Proposed Dividend

Your Directors take pleasure in recommending equity dividend of Rs. 0.30 per share of Rs. 2 face value (15%) on the paid-up equity share capital for the approval of the members for the financial year 2011-12.

The dividend, if approved, at the 22nd Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the Register of Members as on 21st September, 2012 and also to the members whose names as beneficial owners, are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited.

Share Capital

The Paid up Capital of the Company as of 31st March, 2012 stood at Rs. 51,31,67,620 divided into 25,65,83,810 Equity Shares of Rs. 2 each.

Change in the Registered Office of the Company

During the year under review the Registered Office has been shifted from 41, Nagarjuna Hills, Punjagutta, Hyderabad - 500082 to the new Corporate office at NCC House, Madhapur, Hyderabad - 500081

Directors' responsibility statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:

- in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

- we 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, 2012 and of the profit for the year ended on that date;

- we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

- the accounts for the year ended March 31, 2012 have been prepared on a going concern basis.

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. The Company is making every effort to conserve the usage of power.

B. R&D and technology absorption:

Not applicable

C. Foreign exchange earnings and outgo

Foreign exchange earnings - Nil

Foreign exchange outgo

a. Towards travel - Rs. 2.88 million

b. Towards import of capital goods - Rs. 66.49 million

c. Towards material purchases - Rs. 41.82 million

d. OthersRs. 0.56 million

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees') Rules, 1975, as amended forms part of this report. However in pursuance of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this Report is being sent to all the members of the Company excluding the aforesaid information. The members interested in obtaining such details may please write to the Company Secretary at the registered office of the Company.

Directors

Sri P C Laha, Sri J V Ranga Raju and Sri N R Alluri Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered themselves for reappointment. Sri A K H S Rama Raju, was appointed as an additional director on 04.11.2011 and subject to approval of the members at the ensuing Annual General Meeting, he was also appointed as a Wholetime Director of the Company for a period of five years with effect from 04.11.2011.

Subject to the approval of the Members, the Board had also approved the reappointment of Sri AAV Ranga Raju, as Managing Director, Sri A G K Raju, as Executive Director and Sri J V Ranga Raju, as Wholetime Director for a further period of five years w.e.f. 1st April, 2012 and the remuneration payable to the said Directors. Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are part of the Annexure to the Notice of the Annual General Meeting. Sri A J Jaganathan, Independent Director, who has been associated with the Company for nearly three years, resigned from the Board effective 31st May, 2012 due to pre-occupation with other activities. Your Board places on record its sincere appreciation of the valuable contribution made by Sri A J Jaganathan during his association with the Company.

Joint Statutory Auditors and their report

The Joint Statutory Auditors of the Company viz.. M/s. M Bhaskara Rao & Co., Chartered Accountants, and M/s. Deloitte Haskins and Sells, Chartered Accountants retire at the conclusion of the 22nd Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Joint Statutory Auditors, if reappointed. Your Board of Directors have recommended their reappointment, based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual General Meeting of the Company, to hold office from the conclusion of the 22nd Annual General Meeting up to the conclusion of the 23rd Annual General Meeting.

The Joint Statutory Auditors' report to the shareholders of the Company does not contain any qualification(s) or adverse observations.

Subsidiary Companies

The Company has 45 (forty five) subsidiaries (including step down subsidiaries) as on March 31, 2012. There was no material change in the nature of the business of the subsidiaries. A statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the subsidiaries of the Company, is appended as Annexure - A to this Report.

The brief profiles of the major subsidiaries of the Company which are into infrastructure development, real estate & urban infrastructure development, power and the international subsidiaries are detailed here in below.

NCC Infrastructure Holdings Limited (NCCIHL)

NCCIHL is an infrastructure development company promoted by your Company as a wholly owned subsidiary for undertaking investments in infrastructure projects and also for development of Infrastructure Projects independently and through Government concessions, largely focusing on long term infrastructure projects with stable revenue streams. NCCIHL has made investments in the Energy and Transportation sectors. Currently NCCIHL has five road projects, two Hydro Power Projects and one Thermal Power project under its fold. The execution of all the five road projects were completed and the commercial operations have commenced. During the year NCCIHL has participated in the bids for new Road Projects and Transmission Lines Projects under BOT /BOOT / BOOM basis.

NCCIHL reported a turnover of Rs. 46.37 million and which has resulted in a Net Loss ofRs. 102.29 million for the year ended 31st March, 2012.

NCC Urban Infrastructure Limited (NCC Urban)

NCC Urban is a Subsidiary of your Company primarily focusing on Urban Infrastructure Projects such as development of Residential & Commercial complexes, SEZs, Integrated Townships.The Company has been certified for: ISO 9001 : 2000, ISO 14001 : 2004 & OHSAS 18001 : 1999.

NCC Urban has developed / is developing various real estate projects in Hyderabad, Bangalore, Mysore, Chennai, Ranchi, Kochi, Visakhapatnam, Guntur, etc.,

NCC Urban has reported a consolidated turnover of Rs. 1853.47 million and earned a Net Profit ofRs. 44.59 million for the year ended 31 st March, 2012.

NCC Power Projects Limited (NCCPPL)

As the Members are aware Nelcast Energy Corporation Ltd., (NECL) which is executing the 2X660 MW Thermal Power Project at Krishnapatnam near Nellore was acquired by NCC PPL. The said NEL was merged with NCCPPL during the year. The Project achieved financial closure on 4th June, 2011. The total project cost is estimated to be Rs. 7047 crores and is to be funded with an equity of Rs. 1762 crores and debt of Rs. 5285 crores. NCC and its Wholly Owned Subsidiary i.e. NCCIHL together hold 55% of the equity in the project company and the balance 45% is held by the Gayatri Group of companies. The project company had awarded the EPC contract to NCC and the Civil Construction works have commenced recently.

The 2X 660 MW Thermal Power Project being developed by NCCPPL at Sompeta has suffered a setback on account of local issues. The environmental clearance granted for the project was suspended and the Company had filed an appeal before the National Green Tribunal (NGT). NGT vide its order passed on 23.05.2012 among others had directed holding of a fresh Public Hearing. The Company is examining the implications arising out of the orders passed by the NGT and after obtaining professional opinion will initiate appropriate action. In pursuance of the Memorandum of Understanding between the Shareholders the project assets including the approvals relating to the power project at Sompeta have been demerged into a separate Partnership firm viz. NCC Power Project (Sompeta).

Himachal Sorang Power Limited

Himachal Sorang Power is a subsidiary of the Company and is engaged in the implementation of the 100 MW run of the River Hydro electric Project by utilizing the waters of the river Sorang, a tributary of the river Sutlej. The project is under execution and the commercial operations are expected to commence by the end of December, 2012.

International Presence

Your Company has been operating in the GCC area through its subsidiaries in the Sultanate of Oman and UAE. The Subsidiaries have garnered major construction contracts in the Transportation, Water Pipelines and Buildings sectors aggregating over Rs. 6,000 crores within a short period.

The international business is carried on through two flagship entities viz., Nagarjuna Construction Company International LLC in Oman and Nagarjuna Contracting Company LLC., in Dubai. During the year the Company has established a subsidiary in Kenya and a step down entity in Kuwait through Nagarjuna Construction Company International LLC.

The major projects executed / being executed by the above subsidiaries of your Company include DEWA Water Pipeline Projects in Dubai, Al Salmat Villas at Al Ain, Abu Dhabi, Batina Coastal Road, Al Amerat Quriyat Road, Wadi Adai Amerat Road and Quriyat City Villa Projects in Oman.

Subsidiary Financials

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Annual Accounts of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any member at the Registered office of the Company and that of the respective subsidiary companies.

Consolidated financial statements

In compliance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges by the Company and in compliance with the Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with the Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2012, which form a part of this Annual Report.

A separate report on Management Discussion and Analysis pursuant to the Clause 49 of the Listing Agreement forms part of this Annual Report.

Secretarial Audit Report

As a measure of good corporate governance practice, the Company has appointed M/s. BS & Co Practising Company Secretaries to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended 31st March, 2012 forms part of this Annual Report.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

Corporate Social Responsibility

You will be glad to note that your Company has established a public charitable trust, "NCC Foundation" as part of its Corporate Social

Responsibility. During the year under review NCC Foundation has initiated steps for construction of 36 houses at Antervedipalem, East Godavari District, Andhra Pradesh for the poor and the needy. The construction of these dwelling units will be completed and handed over during the Financial Year 2012-13.

Acknowledgements

Your Directors place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels. Company's Bankers, Financial Institutions, Central and State Government Authorities, JV partners, clients, consultants, suppliers, and Members of the Company and look forward for the same in greater measure in the coming years.

For and on behalf of the Board

Place: Hyderabad P. Abraham A. A. V. Ranga Raju

Date: 29th May, 2012 Director Managing Director


Mar 31, 2010

The Directors take pleasure in presenting the 20th Annual Report together with the audited statement of accounts for the year ended March 31, 2010,

Financial results (on standalone basis)

(Rs in million)

2009-10 2008-09

Gross income 48,321.99 41,555.71

Profit before interest and depreciation 5,378.23 3,778.34

Less: Interest and financial charges 1,322.42 963.59

Profit before depreciation 4,055.81 2,814.75

Less: Depreciation 525.45 533.02

Profit before tax *3,530.36 2,281.73

Provision for tax 1,204.21 743.14

Profit after tax 2,326.15 1,538.59

Profit brought forward 1,735.72 1,311.65

Profit available for appropriation 4,061.87 2,850.24

Appropriations

Dividend at Rs.1.30 per share (65%) 333.56 251.74

Dividend tax 55.40 42.78

Transfer to General Reserve 1,000.00 550.00

Transfer to Debenture Redemption Reserve 100.00 250.00

Transfer to Contingency Reserve 20.00 20.00

Balance carried forward 2,552.91 1,735.72

Paid up Capital 513.17 457.70

Reserves and Surplus 21,943.39 16,397.81

(* includes an exceptional item of Rs.495.60 Million representing gain arising on sale of investments held in Gautami Power Limited).

Operational performance

A. Standalone

You will be glad to note that your Company registered a growth of 16% in turnover from Rs. 41,555.71 Million in 2008-09 to Rs. 48,321.99 Million in 2009-10. Gross Profit increased from Rs. 3,778.34 Million in 2008-09 to Rs. 5,378.23 Million in 2009-10 before interest and depreciation. After deducting interest of Rs. 1,322.42 Million, providing a sum of Rs. 525.45 Million towards depreciation and income tax provision of

Rs. 1,204.21 Million, the operations resulted in a net profit of Rs. 2,326.15 Million as against Rs. 1,538.59 Million. The net profit earned for the year 2009-10 includes an exceptional item of Rs. 404.23 Million (Net of Tax) representing gain arising on sale of investments held in Gautami Power Limited. You will be glad to note that your Company has become for the first time a Billion Dollar Company based on Standalone Turnover in 2009-10.

B. Consolidated

During the year under the review your Company earned a consolidated turnover of Rs. 59,639.34 Million as against Rs. 48,023 Million in the previous fiscal registering a growth of

24%. Your Company has earned a

I consolidated gross profit of

Rs. 7,248.99 Million before interest and

I depreciation as against Rs. 5,202.50

Million in the previous year, after

deducting interest of Rs. 2,211.38

i Million, providing for depreciation of

I Rs. 965.65 Million and provision for tax

of Rs. 1,211.28 Million, the operations

resulted in a net profit of Rs. 2,860.68

Million as against Rs, 1,850.26 Million in

the previous year. The company

reported an aggregate net profit after

tax Rs. 2,860.68 Million (including an

exceptional item of Rs. 419.98 Million

(Net of Tax) representing gain on

investments), resulting on account of

sale of investment in Gautami Power

Limited and Machilipatnam Port Limited.

During the year the Company, on consolidated basis, bagged new orders valued around Rs. 89,000.08 Million ; and executed projects worth Rs. 57,271.50 Million, The order book I position as on March 31, 2010 stood at i Rs. 153,702.60 Million.

Dividend

Your Directors take pleasure in

recommending equity dividend of

I Rs.1.30 per share of Rs. 2 face value

(65% on the paid-up equity share

capital) for the approval of the

members for the financial year 2009-10.

The dividend, if approved, at the 20th Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the Register of Members as on 31st July, 2010 , and also to those, whose names, as beneficial owners, are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited.

Share Capital

You will be glad to note that during the year under review, your Company successfully raised funds aggregating to Rs. 3,673.50 Million by issue of 277,32,900 Equity Shares of Rs.2/- each at a premium of Rs. 130.46 to Qualified Institutional Buyers under the Qualified Institutional Placement. The Paid up Capital of the Company now stands increased to Rs. 513.17 Miliion divided into 25,65,83,810 Equity Shares of Rs. 2/- each.

Issue of secured redeemable non- convertible debentures

During the year the Company raised Rs. 1000 Million through issue of Secured Redeemable Non-Convertible Debentures to Commercial Banks and GIC in the form of Separately Transferable Redeemable Principal

Parts of (STRPPS) having the Face value of Rs. 1.00 lakh each on private placement basis. You will note that CRISIL accorded a rating of AAVStable for the long-term borrowings of the Company up to Rs. 2,000 Million. The Secured Redeemable Non-Convertible Debentures issued by the Company are listed on the Wholesale Debt Market Segment (WDM) of the National Stock Exchange of India.

Directors responsibility statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, Your Directors confirm as under: Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that

* in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures;

* we 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, 2010 and of the profit for the year ended on that date;

* we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

* the accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

Disclosures Deposits

During the year, the Company did not accept any public deposits.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. Conservation of energy

The Companys core activity is civil construction which is not power intensive. The Company is making every effort to conserve the usage of power.

B. R&D and technology absorption:

Not applicable

C Foreign exchange earnings and outgo

Foreign exchange earnings - Nil

Foreign exchange outgo

a. Towards travel - Rs. 2.25 Million

b.Towards import of capital goods - Rs.122.95 Million

c. Towards material purchases - Rs.224.40 Million

d. Others Rs. 2.61 Million

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended forms part of this report. However, in pursuance of the

provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this Report is being sent to all the members of the Company excluding the aforesaid information, The members interested in obtaining such details may please write to the Company Secretary at the registered office of the Company.

Directors

You will be proud as well as happy to note that in recognition of the valuable services rendered by our Founder Chairman and Chairman Emeritus Dr. A. V. S. Raju, has been conferred one of the countrys highest civilian awards "Padma Shri", in the Trade and Industry category by the Government of India.. Your Board congratulates Dr A V S Raju, Chairman Emeritus for this distinction.

During the year under review, Sri Utpal Sheth was appointed as an Alternate Director to Sri Rakesh Jhunjhunwala, Director of the Company effective October 31, 2009 pursuant to the provisions of Section 313 of the Companies Act, 1956.

Sri Amit Dixit, Alternate Director to Sri Akhil Gupta, Nominee Director of Blackstone, ceased to be an Alternate Director pursuant to the provisions of Section 313 of the Companies Act, 1956 and was reappointed as an Alternate Director to Sri Akhil Gupta.

Sri P.C.Laha, Sri S. Venkatachalam and Sri Rakesh Jhunjhunwala, Directors, are liable to retire by rotation, at the ensuing Annual General Meeting and are eligible for being reappointed as the Directors of the Company. Brief profile of the proposed appointees

together with other disclosures in terms of Clause 49 of the Listing Agreement are part of the Annexure to the Notice of the Annual General Meeting.

Joint Statutory Auditors and their report

The Joint Statutory Auditors of the Company viz., M/s. M Bhaskara Rao & Co., Chartered Accountants, and M/s. Deloitte Haskins and Sells, Chartered Accountants retire at the conclusion of the 20th Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Joint Statutory Auditors, if reappointed. Your Board of Directors have recommended their

reappointment, based on the recommendation of the Audit Committee to the shareholders for their approval at the 20th Annual General Meeting of the Company, to hold office from the conclusion of the 20th Annual General Meeting up to the conclusion of the 21st Annual General Meeting.

The Joint Statutory Auditors report to the shareholders of the Company does not contain any qualification(s) or adverse observations.

Awards (Silver shield awarded by ICAI)

You will be glad to note that, during the year under review, NCCs Annual Report and Accounts for the year ended 31st March, 2009 has been adjudged 2nd best under the category "Infrastructure & Construction" by the Institute of Chartered Accountants of India (ICAI) for excellence in Financial Reporting and was awarded Silver Shield.

Subsidiary companies

The Company has thirty eight subsidiaries (including step down subsidiaries) as on March 31, 2010. There was no material change in the nature of the business of the subsidiaries. A statement pursuant to Section 212(1) (e) and (3) of the Companies Act, 1956, containing the details of the subsidiaries of the Company, is appended as Annexure - A to this Report.

The brief profiles of the major subsidiaries of the Company which are into infrastructure development,, real estate & urban infrastructure development, power and the international subsidiaries which are into operations are detailed here in below.

NCC Infrastructure Holdings Limited (NCC INFRA)

NCC Infra is an infrastructure development company promoted by your Company as a wholly owned subsidiary for undertaking development of Infrastructure Projects independently and through Government concessions, largely focusing on long term infrastructure projects with stable revenue streams. NCC Infra is among the first few companies in India to be modelled as an infrastructure developer-cum-holding company with investments spread across Energy and Transportation sectors.

Currently NCC Infra has five road projects, two Hydro Power Projects and one Thermal Power project under its fold. Out of the five road projects, two projects were completed and three

projects are under execution and are expected to be completed in the current fiscal 2010-11. During the year NCC Infra has participated in the bids for new Road Projects and Transmission Lines Projects under BOT /BOOT/BOOM basis.

NCC Urban Infrastructure Limited (NCC URBAN)

NCC Urban is a Subsidiary of your Company primarily focusing on Urban Infrastructure Projects such as development of Residential & Commercial complexes, Serviced Apartments, SEZs, Integrated Townships and Complexes with advanced building techniques. The Company has been certified for: ISO 9001 : 2000, ISO 14001 : 2004 & OHSAS 18001 : 1999.

Among others, NCC Urban is developing the prestigious National Games Housing Complex Project in Ranchi, Jharkhand, The Company has also acquired lands in and around Bangalore, Chennai, Goa, Gurgaon, Hyderabad, Kakinada, and Raipur for its Real Estate projects. NCC Urban has targeted to deliver 12.8 million sft. of built up area spread over 286 acres in the next three years.

NCC Power Projects Limited (NCCPPL)

NCCPPL is a wholly owned Subsidiary of your Company which is developing the 4 x 660 MW (2640 MW) coal-fired Thermal Power Project using super- critical technology at Sompeta, Srikakulam District, Andhra Pradesh in two phases of 1320 MW each. The first phase of 2 x 660 MW is being taken up

in the first instance. NCCPPL has acquired almost the entire land required for the power project from the Govt, of A.P. Land acquisition from private parties is under progress. Overall, nearly 80% of land acquisition, (required for Phase I and II) is completed. NCCPPL has received Coal Linkage to the extent of 70% of the Coal requirement in respect of the 1st phase from the Ministry of Coal, Govt. of India. The balance 30% of coal is proposed to be imported from other countries. The Project company has also received almost all the clearances/approvals from the concerned authorities (Environmental Clearance from MoEF, Govt of India, Sea Water drawl from Govt of AP, Rail Transport Clearance from the Ministry of Railways, Stack Height Clearance from the Airports Authority of India etc.) The project is now poised to achieve the Financial Closure.

Himachal Sorang Power Limited

Himachal Sorang Power is an SPV formed as a subsidiary for implementation of the 100 MW run of the River Hydro electric Project by utilising the waters of the River Sorang, a tributary of the river Sutlej. The project is under execution and the commercial operations are expected to commence around November, 2011.

International Presence

Your Company has created a niche in infrastructure markets of the GCC, within a brief time horizon of three

years, through its subsidiaries in Sultanate of Oman and UAE. Creation of equipment & competent manpower resources proactively since inception has been well received by the Government departments in these countries, enabling the Subsidiaries garner major construction contracts in the Transportation, Water Pipelines and Buildings sectors aggregating over Rs. 6,000 crores within a short period. The international business is carried on through two flagship entities viz., NCC International LLC in Oman and Nagarjuna Contracting Company LLC, in the UAE.

The prestigious projects being executed by the above subsidiaries of your Company include DEWA Water Pipeline, Dubai, Villas at Al Alin, Abu Dhabi, Al Batina Coastal Road, Al Amerat Quriyat Road, Wadi Adai Amerat Road and several villas at Quriyat City.

Investment in Paschal Formwork (India) Pvt. Ltd.

M/s. Paschal-Werk G.Maier GmbH, based in Germany, is one of the leading producers of formwork and shoring systems for use in construction sites and your Company being a vital player in the construction industry and in view of the mass concrete pouring requirement for fast and quality construction in current scenario, your Company tied up with the Paschal, Germany for establishing a form work unit viz., Paschal Formwork (India) Pvt. Ltd (PFWPL) with a production capacity

of 50,000 sq mts p.a at Visakhapatnam, Andhra Pradesh. Your Company holds 26% stake in the Equity of PFWPL. The commercial operations of PFWPL have commenced on 1st April, 2010.

Subsidiary Financials

The Ministry of Corporate Affairs, Government of India, vide its letter. Dated.25th March, 2010 accorded the approval under the provisions of Section 212(8) of the Companies Act, 1956, exempting the Company from attaching the annual accounts of the Subsidiary Companies for the year ended March 31, 2010 with that of your Company.

A statement, disclosing the details pertaining to the subsidiaries of the Company as on March 31, 2010, pursuant to Section 212 is appended as Annexure - B to this Report,

Consolidated financial statements

In compliance with Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with the Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31,2010, which form a part of this Annual Report.

The Company will make available the Annual Reports of the aforesaid subsidiaries upon request by any member/investor of the Company /

subsidiary company(s). Further, the Annual Reports of the subsidiary companies will also be kept open for inspection by any member/investor at the Companys registered office and that of the subsidiaries concerned.

A separate report on Management Discussion and Analysis pursuant to the Clause 49 of the Listing Agreement forms part of this Annual Report.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders, A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

The Ministry of Corporate Affairs has announced the Corporate Governance Voluntary Guidelines 2009. The preamble sets the tone for a set of good practices which may be voluntarily adopted by the Corporates which are addition to the existing laws but recommendatory in nature.

Simultaneously, the Ministry of

Corporate Affairs has also issued the | Corporate Social Responsibility Voluntary Guidelines 2009 which sets I out the background for CSR activities which are purely voluntary and beyond any statutory requirement or obligation.

Your Company has reviewed the said

guidelines and the Board of Directors

of your Company has constituted a

Committee called as "Corporate

Governance Committee" to look into

the regulatory framework under the said

guidelines to ensure the adherence of

the same voluntarily in line with the

requirements best suited to your

Company and the Industry to which

your Company belongs.

Corporate Social Responsibility

I An essential component to your Companys Corporate Social I responsibility is to care for the community. Your Company endeavours to make a positive contribution towards social cause by supporting a wide range of socio-economic and

educational initiatives and committed to

address important societal needs

extends through philanthropic outreach

programs under the aegis of NCC

Foundation.

Your Company has established a public charitable trust, "NCC Foundation" as part of its Corporate Social Responsibility. NCC Foundation has joined hands with the Govt, of A.P and has constructed 155 houses at Antervedipalem, East Godavari District, Andhra Pradesh for the poor and the needy under the Indiramma Housing Scheme and has contributed Rs.85.25 lakhs for this project.

During the year under review, your Company contributed a sum of Rs.50.00 Lakhs (Rupees Fifty Lakhs) to the Chief Ministers Relief Fund of the Govt, of Andhra Pradesh which has been setup for providing relief to the Flood Victims in Andhra Pradesh.

Acknowledgements

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Companys Bankers, Financial Institutions, Central and State Government Authorities, J. V. partners, clients, consultants, suppliers, and Members of the Company and look forward for the same in greater measure in the coming years.

For and on behalf of the Board

Place: Hyderabad P. Abraham A. A. V. Ranga Raju

Date: May 25,2010 Director Managing Director

 
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