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Directors Report of NBCC (India) Ltd.

Mar 31, 2023

On behalf of the Board of Directors 63^rd Annual Report on the business and operations of NBCC (India) Limited along with Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2023 with the Auditors'' Report and Comments on the Accounts by the Comptroller and Auditor General (CAG) of India thereon is hereby presented.

Financial Highlights

The financial highlights for the year under review are as follows:

('' in Cr)
	FY 2022-23		FY 2021-22
REVENUE	Consolidated	Standalone	Consolidated	Standalone
REVENUE FROM OPERATION
i. Value of Service	8,648.71	6,651.84	7,574.89	5,464.63
ii. Other Operating Revenues	105.73	84.47	115.71	81.99
Other Income	207.03	184.26	193.96	187.58
Total Income (A)	8,961.47	6,920.57	7,884.56	5,734.20
EXPENDITURE
Land Cost & Material Consumed	0.11	0.11	27.28	27.28
Change in Inventories of Real Estate Projects	108.88	108.88	36.67	36.67
Work & Consultancy Expenses	7,821.69	5,949.43	7,013.58	5,024.73
Employees Benefit Expenses	333.57	256.50	309.58	235.82
Finance Cost	1.48	1.45	5.68	5.65
Depreciation and Amortisation Expense	5.22	2.11	4.57	1.72
Other Expenses	103.86	79.50	80.45	52.48
Write offs	46.09	40.65	19.09	13.32
Total Expenses(B)	8,420.90	6,438.63	7,496.90	5,397.67
Share of Profit/ (Loss) in Joint Ventures (Net of Tax) (C)	0.99	-	0.03	-
Exceptional Items (D)	169.65	169.65	72.95	99.80
Profit Before Tax (PBT) E = (A-B C-D)	371.91	312.28	314.74	236.73
Tax Expense (F)
i. Current Tax	98.84	92.05	40.14	34.17
ii. Deferred Tax	(2.45)	(10.14)	38.26	21.18
iii. Tax w.r.t. Earlier Years	(2.49)	(0.76)	(1.59)	(1.48)
Profit After Tax (PAT) (E-F)	278.01	231.13	237.93	182.86
Earnings Per Share (Basic & Diluted) - on face value of '' 1 per equity share	1.48	1.28	1.25	1.02

Further, during the year, there is no change in the nature of business of the Company

Operations and Business Performance

For the FY 2022-23, total income of your Company was '' 6920.57 Cr (standalone) and '' 8961.47 Cr (consolidated) whereas profit after tax was '' 231.13 Cr (standalone) and '' 278.01 Cr (consolidated).

MoU Performance (CPSE''s Performance Agreement with Administrative Ministry & DPE)

NBCC has received "Good" rating for the FY 2021-22 from DPE.

For FY 2022-23, NBCC has showcased remarkable performance based on the parameters outlined in DPE MOU 2022-23 between the Administrative Ministry and NBCC.

NBCC has made significant strides in physical parameters, it includes Built-up Area of 19.85 Million Sq. ft. Capacity Utilisation & '' 263.04 Crores of Consolidated Revenue/Income from overseas.

In its commitment to foster a culture of Research and Development (R&D) and innovation within the construction sector and the nation as a whole, NBCC has dedicated resources amounting to '' 0.67 Cr which stands at 0.18% of Profit before tax (after Exceptional & Prior period Items).

Consolidated Net-worth of the Company as per section 2(57) of the Companies Act, 2013 as on March 31, 2023 and as on March 31, 2022 stood at '' 1,969.82 Cr & '' 1780.00 Cr respectively.

Reserves

The Company did not transfer any amounts to its general reserve during the Financial Year ended March 31, 2023.

Dividend

Your Directors have recommended a final dividend of '' 0.54/- per paid-up equity share of face value of '' 1/- each (i.e. @54%) for the FY 2022-23, subject to the approval of the Members at the ensuing Annual General Meeting.

Dividend has been recommended considering the Dividend Distribution Policy of the Company and considering the deployment of the NBCC''s internal accruals for growth plans of the Company.

Material Changes and Commitments affecting financial position between the end of the financial year and date of Report:

There have been no material changes and commitments, which affects the financial position of the Company, that have occurred between the end of the Financial Year to which the financial statements relates and the date of the Report.

Disinvestment by Government of India

There was not any disinvestment by the Government of India (GOI) in the Company during the FY 2022-23.

The GOI''s holding as on March 31, 2023 was 111,15,79,093 equity shares i.e. 61.75% of total paid up equity share capital of the Company.

Further, the paid-up equity share capital of the company as on March 31, 2023 is '' 180 Cr divided into 180 Cr equity shares of nominal value '' 1 each.

Awards Conferred

During the FY 2022-23, NBCC continued on the path of excellence and innovation, achieving several accolades and awards as follows:

â¢ The Atal Shastra Markenomy Award: NBCC conferred with the "The Atal Shastra Markenomy Award" for excellence in Sustainable Economy, Clean & Green Infrastructure in November 2022.

â¢ Employee Excellence Award: NBCC conferred with the "Employee Excellence Award" by the Economic Time in September 2022 that acknowledged and celebrated great employers and workplaces.

â¢ EEF Global Green Building Award- Dubai Pavilion: NBCC conferred with the "EEF Global Green Building Award" for its

outstanding contribution and demonstrating excellence, creativity, innovation and applied best practices in renewable energy industry in August 2022.

Fixed Deposits

During the FY 2022-23, your Company has not accepted any deposit and no principle or interest was outstanding as on March 31, 2023.

Loan, Guarantees and Investments

Details of Loan, Guarantees and Investments, as required under section 186 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, have been given in the notes to the financial statements forming part of this Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the FY 2022-23, the Company had total Seven (7) subsidiaries out of which six (6) are wholly owned subsidiaries (100%) namely; NBCC Services Limited (NSL), NBCC Engineering & Consultancy Limited (NECL), NBCC International Limited (NIL), NBCC Environment Engineering Limited (NEEL), HSCC (India) Limited (HSCC) and NBCC DWC-LLC foreign subsidiary and one subsidiary i.e. Hindustan Steelworks Construction Limited (51%).

Your Company also has joint-ventures as follow:

â¢ Real Estate Development and Construction Corporation of Rajasthan Ltd (a JV with the Government of Rajasthan where both the parties hold 50% of the issued share capital)

â¢ NBCC-MHG (JV)- where both the parties i.e. NBCC and Mahavir Hanuman Group (MHG) hold 50% share in profit & Loss

â¢ NBCC- AB (JV)- where both the parties i.e. NBCC and Anisha Builders Private Limited hold 50% share in profit & Loss

â¢ NBCC- RK Millen- where both the parties i.e. NBCC and RK Millen & Co. (India) Private Limited hold 50% share in profit & Loss

â¢ Details of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies of NBCC during the year is given hereunder:

Details of the Company that has become a subsidiary during the FY 202223	Nil
Details of the Company that has become a Joint-Venture/ Associate during the FY 2022-23	Nil
Details of the Company that has Ceased to be a subsidiary during the FY 2022-23	One i.e. NBCC Engineering & Consultancy Limited (w.e.f March 16, 2023)
Details of the Company that has Ceased to be a Joint-Venture/ Associate during the FY 2022-23	Nil

â¢ NBCC Engineering & Consultancy Limited(NECL) has been dissolved by the Hon''ble NCLT w.e.f March 16, 2023.

Further, the voluntary winding up process of NBCC International Limited (NIL) and NBCC Environment Engineering Limited (NEEL) has been completed under Insolvency and Bankruptcy Code, 2016. The Hon''ble NCLT has dissolved NBCC International Limited w.e.f July 05, 2023 and reserved order of dissolution of NBCC Environment Engineering Limited.

â¢ NBCC has won arbitration award in respect of disputes with JV partner i.e. NBCC R K Millen. The award is partially realised and the amount of investment in JV has been adjusted against it in the FY 2019-20. The dissolution of the defunct partnership would be pursued after receiving award amount, in full.

The Company has formulated a policy on identification of material subsidiaries as per the SEBI (LODR) Regulations, 2015 and the same is placed on the website of the Company at https://www.nbccindia.in/webEnglish/policies

A statement containing the financial performance and salient features of financial statements of the Company''s subsidiaries in Form AOC-1 in terms of the provisions of Section 129(3) of the Act, is provided in note No. 54 in consolidated financial Statement.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.nbccindia.in/

Human Resource Development

The strong, dedicated and highly motivated Human Resources Management Team of NBCC performed their duties efficiently throughout the year to provide Company''s resilient workforce with the best working environment. NBCC takes pride in its resilient and dedicated workforce, which has contributed its best to bring the Company to its present heights. Employees are the driving force behind the sustained stellar performance of the Company over all these years of the Company''s ascendancy. As a commitment towards our Company''s core values, employees'' participation in Management was made effective based on mutual respect, trust, and a feeling of being a progressive partner in growth and success.

After successfully weathering the storm of the pandemic, the major Focus of FY 2022-23 was on helping the employees fully recuperate from effects of the COVID-19 pandemic from the past years. To this end, the Company organized numerous Health Check-Up camps ranging from Basic Life Support Training, Blood Donation Camp, Eye Check-Ups, Blood Check-Ups etc. This aided employees in diagnosing early signs of various illnesses and was in line with the philosophy of prevention being better than cure. During this period, the vaccination camp for precaution dose of the COVID-19 vaccine was also organized at the HO for all NBCC employees and their dependents.

Year 2022 saw the country celebrate the Azadi ka Amrit Mahotsav (AKAM) to commemorate 75 years of the Indian independence. With the entire nation, under the ambit of AKAM, the Company also organized several programs and competitions like Essay Writing, Quiz Competition, Workshops etc. to celebrate the spirit of 75 years of independence and the glorious history of its people, culture and achievements. Additionally, several Health Camps were also organized for the overall well-being of the employees.

The Company has maintained cordial industrial relations with all the Unions & Associations during these years and continued to provide comprehensive welfare facilities to its employees to take care of their health, efficiency, economic betterment, social wellbeing etc. which has motivated employees to perform with their best efforts at the workplace. NBCC has in place well defined employee centric Human Resource Policies covering all aspects of the employee lifecycle. The policies have been formulated under the broad ambit of DPE for compliance along with adequate customization for the Company. The Company uses employee surveys, regular dialogues with functional unions to take data driven decisions with regards to modification, revision and introduction of new policies regularly. Having recently made the move to shift to the New Pension Scheme (NPS), the Company also organized several sessions about NPS to raise awareness amongst the employees about the scheme. Further, several key policies like the NBCC Travelling Allowance Rules, Reimbursement of the Farewell Party Expenditure were also revised to make them more relevant as per the contemporary times and context. Keeping in line with Govt. guidelines additional transport allowance for Divyangjan employees is also introduced in NBCC. New employee centric policy like NBCC Employee Appreciation Award is also in development.

Category wise details on recruitment of General/OBC/SC/ST categories:-

S.	Group	General	OBC (No.)	EWS (No.)	SC		ST		Total
No.	Group	(No.)	OBC (No.)	EWS (No.)	(No.)	%	(No.)	%	(No.)
1.	A	33	23	05	14	17.28%	06	7.41%	81
2.	B	-	-	-	-	-	-	-	-
3.	C	25	41	7	16	16.33%	09	9.18%	98
	Total	58	64	12	30	16.76%	15	-	179

NBCC is compliant with Government of India directives on all matters related to reservation for SC/ST/OBC/Ex-Servicemen/ physically disabled Candidates in all recruitment drives.

No. of Regular/NMR/PRW/WE Employees as on March 31, 2023
S. No.	Employees'' Particulars											Numbers
1.	No. of Regular											1362
2.	No. of NMR (Non Master Roll)											NIL
3.	No. of WE/PRW (Work Establishment/Piece Rated Worker)											NIL
Working status of Women Employees in the Company (category wise) during the FY 2022-23: (In Nos.)
General		OBC			SC			ST			PWD			Total
62		24			20			7			3			116
Discipline and Category wise manpower as on March 31, 2023 (In Nos.)
Category	Engineer (C/E/M/ PHE/ ARCH/ SYS/ ENG/P		Other	Finance (Including Inv. Relations)		HRM (RB/ LAW/B OARD/ CC/P RO-TOCOL)	Mar keting		Material Manag ement	Technical (Other Than ENGG.) i.e. DPM/ SPE/PE/ ASM/JS E/JE I/ JE II			Secrete- riats	Operative level	Total
Board LEVEL	2			1		-	-		-	-			-	-	3
CVO	-		1	-		-	-		-	-			-	-	1
A	576		-	132		94	9		1	12			8	-	832
B	54		-	-		8	-		-	4			1	-	67
C (I)	96		-	-		-	-		-	-			-	-	96
(ii)	-		-	-		3	-		-	-			1	-	4
(iii)	-		-	-		-	-		-	-			3	356	359
TOTAL	728		1	133		105	9		1	16			13	356	1362

Training

In an ever-evolving corporate landscape, training and development play a pivotal role in ensuring the sustained success of an organization. At NBCC, we recognize the value of investing in our employees'' growth and potential. Our continuous endeavor is to nurture talent, enhance the skill-set of our employees and fosters a culture of continuous learning.

At NBCC, we believe that knowledge and skills are the bedrock of professional success. Our training programs are meticulously designed to cater to the diverse needs of our employees across various departments and levels. We offer a wide range of development initiatives, including workshops, seminars, conferences, and online training modules. These programs cover technical expertise, leadership skills, project management, communication, ethics, and other critical areas, empowering our workforce to thrive in a competitive business environment.

NBCC encourages a culture of collaboration and knowledge-sharing. We promote peer-to-peer learning, mentorship programs, and cross-functional projects, providing ample opportunities for employees to learn from one another, share best practices, and develop new perspectives. By nurturing a collaborative learning environment, NBCC ensures that the organization remains at the forefront of industry trends and innovations.

Leadership is a cornerstone of NBCC''s success. We believe in cultivating leadership potential at all levels of the organization. Our leadership development programs focus on identifying and nurturing emerging leaders, providing them with the necessary training, mentoring, and exposure to assume greater responsibilities. By investing in leadership development, NBCC ensures a robust leadership pipeline, capable of steering the Company towards continued growth and excellence.

The details of the Training Initiatives during the FY 2022-23 are illustrated hereunder:

S. No.	Name of the Program	Type o	f ^g	Level of Officers Nominated	In House/ External	Month	Duration in Days	Number of Participants	Total Man-days
1.	Project Execution & Concrete Technology-1	Technical		E1 to E6	In-house	April	4	59	236
2.	Project Execution & Concrete Technology-2	Technical		E1 to E6	In-house	April	3	162	486
3.	Certified Fraud Risk Management	Finance		E8	External	April	2	1	2
4	Advance Course On Preventive Vigilance	Functional		E2 to E5	External	May	2	2	4
5	Preventive Vigilance	Functional		Board Level	External	May	3	1	3
6	Application Of Electrical Engineering In Civil Projects	Technical		E1	In-house	June	3	55	165
7	Yoga	Functional		S3 to E8	In-house	June	0.5	52	26
8	Material Testing	Technical		E0 to E5	In-house	July	2	40	80
9	Orientation Program (MT- Civil & Electrical / JE - Civil & Electrical / DPM (Civil & Electrical)	Induction		E0 to E2	In-house	July & August	15	64	960
10	Sensitization Of Women On Health	Health		S3 to E8	In-house	July	0.5	65	32.5
11	Orientation Program (MT -Finance)	Functional		E0	In-house	September	6	9	54
12	Training Program At WHO-Searo Project	Technical		E4 to E6	In-house	September	1	19	19
13	Public Procurement	Functional		E2	External	November	3	3	3
14	Workshop On Indian Constitution	Functional		S3 to E8	In-house	November	0.5	60	30
15	Procurement by CPSEs from MSEs through GeM	Functional		E4 to E6	External	December	1	2	2
16	Orientation Program (Dpm -Elec., Mt -Civil, Je-Civil/Elec.)	Technical		E0 to E2	In-house	January	15	59	885
17	Innovation And Sustainable Construction Materials	Technical		E4 to E7	External	January	1	2	2
18	Decoding Of Union Budget	Functional		E6 to E9	External	February	1	4	4
19	31st National Convention On Employee Creativity And Innovation For Organizational Business Growth	Functional		E4	External	February	2	1	2

S. No.	Name of the Program	Type o	f ^g	Level of Officers Nominated	In House/ External	Month	Duration in Days	Number of Participants	Total Man-days
20	Welding Technology	Technical		E2 to E7	In-house	February	10	3	30
21	AIMA PSU Summit	Functional		E2	External	March	1	4	4
22	11th National Ayush Conference	Functional		E2	External	March	2	1	2
23	Use Of Smart Contract In Public Procurement And Supply Chain	Functional		E6 to Board Level	External	March	2	3	6
24	NAVARITIH	Functional		E1 to E5	External	March	8	12	96
TOTAL								681	3133.5
Total man days achieved 3133.5 for Group A & B employees during the FY 2022-23.

Industrial Relations (IR)

During the year 2022-23 In order to maintain cordial IR environment, the structured meetings are arranged quarterly with representative of all Unions. Minutes of the meeting issued along with action taken report to all functional unions. An open-door policy is followed in letter and spirit wherein employees of all levels are allowed to interact and represent their grievances, if any. Well laid policy on grievance management and proactive approach of management towards maintaining cordial IR environment has resulted in conducive work environment throughout the year.

Safeguard of Women at Workplace

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Company has complied with provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been constituted 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. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has been employing 116 women employees in various cadres at the Project and office premises. There were NIL cases filed during the Financial Year ended March 31, 2023.

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:

a. In the preparation of annual accounts for the Financial Year ended March 31, 2023, the applicable Indian Accounting Standards, along with proper explanation to material departure; have been followed;

b. The directors had 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 and loss of the Company for the period ;

c. 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;

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

f. 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 Obligations and Disclosure Requirements) Regulations, 2015 and guidelines issued by DPE on Corporate Governance to the extent possible.

The requisite Corporate Governance Certificate from the Statutory Auditors of the Company, ASA & Associates LLP., Chartered Accountants, along with Management Reply forms part of this Report. The Corporate Governance Report for the year ended March 31, 2023 is at Annexure-II.

Contracts and Arrangements with Related Parties

During the FY 2022-23, 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 Company''s website, at the link https://www.nbccindia. in/pdfData/policies/NBCC_RPT_Policy_26_05_2023.pdf

The remuneration paid to Key Managerial Personnel (KMPs) is disclosed in the financial statement of the Company. The related party transactions referred in section 188 of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure-III.

Quality Assurance/Quality Control Manual

During the FY 2022-23, Company had a dedicated ''Technical and Quality Audit'' wing in place, which controls over conducting Technical Audit and ensuring Quality Assurance & Quality Control at the projects. NBCC through its ''Technical and Quality Audit Division'' conducts the Technical Audit and Quality Audit of all projects on Pan India basis through a checklist to ensure the following of QA/QC at project sites.

Apart from carrying out the routine audits, the special audits of certain projects are also carried out by the Technical Audit team as and when directed by the competent authority.

NBCC also has Quality Management System (QMS). Quality Assurance (QA) and Quality Control (QC) both are part of Quality Management System (QMS) wherein QA focuses on preventing the defects while QC focuses on identifying a defect and rectification thereof.

Hence the QA/QC plays a vital role in the field of construction. NBCC being India''s one of the biggest organizations in the construction field, is devoted itself towards QA/QC in the areas of its operations.

International Organization for Standardization (ISO)

Your Company is a certified organisation with International Organization for Standardization (ISO), having licence issued by BIS valid upto March 29, 2026. NBCC has Quality Management System (QMS) comprising Quality Policy & Quality Objectives. NBCC through its ISO division conducts the ISO internal Audit of all identified project sites (25 Nos.) and all service departments viz RBGs/SBGs/Zones/Units/HOD-HO at a interval of 6 months and 1 year respectively through a checklist as per ISO manual to ensure that the Quality Policy and Quality Objective established by the Company in its QMS are being followed properly.

Safety

Your Company is committed towards Safety and Health to all its employees and the people associated with the construction activities. The Company is continuously striving to implement safe practices/measures to ensure the goal of achieving Zero harm

at its work places. NBCC has ''Safety Management'' wing to implement safety policy at the project sites. As per Safety policy, the projects with value of '' 50 Cr and above are monitored by safety consultants deployed through construction contracts.

Information Technology (IT)

Your Company is aimed to create an employee-friendly environment by adopting a paperless office concept. To achieve this goal, several IT activities were implemented to make the work environment more efficient, seamless and transparent. These initiatives helped the organization take a big step towards becoming a digital NBCC. The IT Division provides IT services/ support on a PAN India basis to NBCC and its three subsidiaries, namely HSCL, HSCC, and NSL. In-house development of various applications and portals has resulted in a lot of cost savings for the corporation.

Employee Resource Planning (ERP) - The record keeping and data maintenance was streamlined by using this application. All the circulars, employee related forms and office orders are being uploaded in ERP. This reduces the communication time, effective communication and transparency within and outside the organization with the following modules.

? Human Resource Management

? Finance Accounting Module

? Payroll Module

? Internal Audit/Cost & Budget

? Project Management Module

? Business Development

? Employee Annual Property Returns

? Employee Performance Management System

? Employee Sewa

? Admin Module

? Income Tax Module

? E-Billing

? IT Inventory Module

Information Technology (IT) Security Policy - The Information Technology (IT) Security Policy of NBCC is a comprehensive guideline that ensures a secure and safe system for the usage of information services and assets while protecting the organization from security threats. Currently, NBCC is utilizing the IT policy in various IT prospects.

E-Office:- E-office facilitates paperless work in government departments, PSUs, and automation bodies. The system replaces manual handling of files with an efficient electronic system that includes diarizing inward receipts, file creation, movement, archival, and tracking.

With this system, the movement of receipts and files become seamless and there is more transparency in the system since each and every action taken on a file is recorded electronically.

E-office has been extended to Hindustan Steelwork Construction Limited (HSCL) and HSCC (India) Ltd. which are subsidiary companies of NBCC.

Document Management System (DMS):- To track, manage, and store digital documents, NBCC uses a Document Management System (DMS) that also reduces paper usage. It provides storage, versioning, metadata, security & indexing and retrieval capabilities with additional tools such as MIS reports, searching tools and physical file details.

Vendor Portal - (Transparency)

1. Vendor grievance management system - For addressing the issue of grievances of vendors and to resolve those issues which are mainly related to non-payment of their running/final bills, non-release of Performance Guarantee, Security Deposit, non-finalization of extra/substituted items etc., a vendor grievance portal at NBCC web site has been put in place which registers online grievances of vendors with a unique registration number.

2. e-Billing- Module of E-billing developed by NBCC is a step towards transparency and ease of doing business. E-billing facilitates the contractor to enter the bill online with supporting documents for submission to the Engineering Charge. The movement of the bill can be tracked, viewed, and modified before submitting to higher authorities for approval.

Technical Support System (TSS) - Technical Support System (often shortened to tech support) refers to a plethora of services by which assistance is provided to users of technology products such as Hardware, software, etc. Technical support may be delivered over by e-mail, live support software, or a tool where users can log a call. NBCC has internal technical support available to their staff for computer-related problems.

Building Management System (BMS) - Building Management System is designed to address various building maintenance related issues like cleaning, gardening, lighting, air- conditioning, and elevator etc.

NBCC Website:- NBCC has a responsive website, which is designed by keeping the various users span (like Mobile User, Tablet user and web users etc.) in mind. Information on the website is available in Hindi and English Language. Users can access speech-based information on each web page using the Text to speech tool developed by CDAC. The website home page displays government services and initiatives like "Azadika Amrit Mahotsav", "Man ki Baat", and "India G20 Presidency logo".

NBCC Directory Service - NBCC Directory service facilitates accessing all applications and services from a single window. Major services such as NBCCERP, e-Office, Digital Record Library, e-Tendering, E-Mail, Website, Facebook, Twitter, NBCC Wikipedia, Vendor Portal, Sponsored Research, Video Conferencing, Communication Media, Email directories, and New Construction Technologies are listed on the NBCC''s directory page.

Electronic Correspondence (Email) - NBCC uses electronic correspondence (email) for all internal and external communications for faster and paperless communication. The official mail ID is provided to all employees with the new domain, i.e. @nbccindia.com.

The applications and infrastructure are secured with a secure socket layer (SSL) certificate to ensure the security and integrity of the apps. Captcha feature is integrated into the login page of the applications to enhance security. Additionally, the applications and infrastructure are audited annually by CERT-In empanelment agency to identify and rectify the possible flaws.

In the current scenario, all departments are integrated with the ERP/DMS/e-Office for internal process. This has helped our organization earning a reputation of being a Company that runs on cutting edge technology, simultaneously promoting our Honorable Prime Minister''s vision of Digital India.

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 available on the Company''s website at https://www.nbccindia.in/webEnglish/policies

Corporate Social Responsibility Committee (CSR) & Sustainability Development

The Company has Corporate Social Responsibility (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. The details of CSR policy, projects and programmes are available on the Company''s website, at the link https://www.nbccindia.in/webEnglish/policies During the FY 2022-23 your Company spent '' 119.12 lakh in CSR activities.

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-IV.

Compliance of DPE Guidelines and Policies

During the FY 2022-23 your Company has complied with the guidelines and policies issued by Department of Public Enterprises from time to time.

MSME Implementation

Your Company is complying with the mandatory public procurement policy 2012,under which CPSE is mandated to procure 25% from MSME of total procurement and out of 25%, 4% to be procured from MSME SC/ST vendor.

The details of procurement for the FY 2022-23 are as follows

a) Procurement of Goods & Services through MSME - '' 2.0740 Cr

b) Procurement of Goods & Services through SC/ST MSME - '' 0.0627 Cr

c) Procurement of Goods & Services through Women MSME - '' 0.1661 Cr

It is also pertinent to mention here that no payment is outstanding to any MSME for the FY 2022-23.

Risk Management

NBCC recognizes that it is exposed to a number of uncertainties, which are inherent for the construction and Real Estate sectors that it operates in. The volatility of these sectors exposes the business to various external and internal risks which may affects its financial and non-financial results. NBCC has a Risk Management Policy to help itself mitigate the risks and manage risks in day- to-day operations to achieve those objectives.

NBCC has 3 tier reporting structure for risk management as given hereunder:

1. At top level, the Company has Risk Management Committee, which comprises of Functional Directors and Independent Directors.

2. At middle level, the Company has Risk Assessment Committee, who has HOD''s of BD, Finance, IT, HR, Law & & RE and RBG/SBG Heads of the all verticals in which NBCC is operating as Members and Executive Director (PMG) as Chief Risk Officer.

3. At lower level, the Company has Risk Co-ordinators, which comprises of all RBG/SBG Heads.

Development & Implementation of Risk Management Framework

Risk Management Policy for NBCC was formulated in the year 2011 which was reviewed and updated in 2015 wherein the principles, framework and processes were updated to incorporate regulatory requirements and changing business landscape. The Company review the policy periodically based on changes in the business environment, regulations, standards and best practices in the industry.

Accordingly, during a Risk Management Committee Meeting in March 2023, a revised policy was approved and subsequently approved for implementation by the Board.

The updated policy is aligned with the recommendations of ISO 31000:2018.

Risks, Threats and Concerns: NBCC faces a range of challenges as it strives to maintain its growth trajectory. These include:

a. Fluctuations in the Market:

The current market is volatile, leading to abnormal tender quotes from parties. This can cause disruptions to the supply chain for materials and labour shortages, affecting progress on works at various sites.

b. Project Execution and Management:

The inability to execute projects within the defined budget and timeline can lead to litigations with clients and contractors, reducing profitability and operating margins. Issues with land acquisition and government clearances can heavily affect execution in border fencing and road works.

c. Real Estate - Unsold Inventory/Unused Land Parcels:

Unsold inventory and unused land parcels in Real Estate is posing a risk to the Company.

d. Re-development Projects:

Failure to identify risks during feasibility studies can adversely affect the Company''s business. Legal issues and court-ordered stays can also slow down progress on projects. The clearance for statutory authorities if taking time affects project progress.

e. Aged Receivables and Payables:

Delays in collecting receivables from clients can lead to further payment delays to contractors, resulting in litigations, cost overruns, and ECL.

f. Taking Over External Projects (Unitech, Amrapali etc.):

Any unforeseen liabilities associated with the takeover of external projects can lead to litigation and adversely affect the Company''s financial condition of the Company.

g. Competition Risk:

Increased competition from other PSUs entering the construction sector and quoting lower rates can lead to loss of business and low PMC margins, slowing down momentum and profitability.

Entering into New Business Era:

Entry into new business areas such as tunneling works, dams, railways, national highways, and ports requires sufficient resources like experienced engineers and machinery, which can be challenging.

Strategic, Operational, Financial and Compliance Risks:

Adapting the evolving technology, undercutting other companies in price wars, unanticipated political factors and social issues are some of the strategic issues faced by NBCC in today''s era of market.

Operational risks include client delays in providing encumbrance free land and unstable cash flow. Major Financial Risk is delay in payment from clients which adversely affects the work progress of a project as this result in delay in payment to contractor. Compliance risks arise from obtaining clearances from various authorities in a timely manner. Any delays can affect project execution and overall performance.

Disclosure on Risk Management Framework & Risk Management Policy

The Project Risk Management (PRM) framework at project level and Enterprise Risk Management (ERM) framework at enterprise level has been included in the updated Risk Management Policy approved in the Board Meeting held on March 28, 2023.

Internal Financial Control

Our Company has established and implemented a comprehensive framework for Internal Financial Controls (IFC) that conforms with Section 134(5)(e) of the Companies Act, 2013. As on March 31, 2023 the Board acknowledges that the Company''s IFC is effective and adequate relative to the scale and nature of its operations, and there are no significant weaknesses. Furthermore, the Company has established a system for continual monitoring of the IFC framework to detect any areas in need of development, and applied new and/or improved controls as required.

External auditors carry out an annual audit of the Internal Financial Controls to verify that appropriate accounting procedures and record-keeping are maintained, and that our business is conducted in line with our core principles, with particular emphasis on the protection of our assets, fraud prevention and detection, and the dependability of financial and operational information. Our internal control systems, including Internal Financial Controls over Financial Reporting, are scrutinized on an ongoing basis and are reviewed and discussed in regular Audit Committee meetings, with adjustments made as necessary to accommodate evolving business needs.

In addition to these measures, our Company employs a well-defined system of financial delegation, with different officers assigned distinct financial powers to ensure proper governance and control. We have Internal Audit and Technical Audit

Departments tailored to our business operations'' scope and magnitude. The Audit Committee approves the internal audit program, the scope of the audit and the auditing strategy. External Audit firms perform internal audits, and their results are evaluated with both management and the Audit Committee.

Our Statutory Auditors and Audit Committee examine significant audit findings within various domains regularly, including operational, financial, and other areas, to provide guidance and recommendations on internal controls.

Vigilance Activities and Initiatives

The Vigilance function in the NBCC 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 are 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).

NBCC has observed ''Vigilance Awareness Week'' with full enthusiasm from October 31 to November 6, 2022 on the theme "Corruption free India for a developed Nation". The week-long awareness campaign was lined up with insightful interactive sessions on the theme, relevant workshops & competitions to generate awareness on vigilance administration among employees.

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, the details of status of Cases during the FY 2022-23:-

S. No.	Status of Cases	No. of Cases	Nature of Cases
1.	Number of Cases at the beginning of Financial Year 2022-23	20	The nature of cases/ complaints are normally tender related, procedural lapses and financial irregularities related matters
2.	Number of Cases received during the Financial Year 2022-23	100
3.	Number of Cases disposed off during the Financial Year 2022-23	110
4	Number of Cases Pending at the end of the Financial Year 2022-23	10

After investigation of complaints, where lapses/ irregularities are established, the disciplinary proceedings are initiated against the delinquent employees.

Further, with an ultimate aim of eradicating corruption in the Corporation, a four pronged strategy is followed which has also been appropriately incorporated in the Annual Action Plan relating to anti-corruption measures:

â¢ Preventive Vigilance

â¢ Detective Vigilance and Surveillance

â¢ Punitive Vigilance

â¢ Use of IT innovations to curb malpractices and ensure transparency.

Systemic Improvement Undertaken:

â¢ Passing/approvals of bills of contractors by finance officials.

â¢ Mechanism in Company''s manual/guidelines to check old payments of closed projects.

â¢ Defining roles and responsibilities of SIC/UIC/Zonal-in Charge method of measurement in EPC Contract.

Vigil Mechanism/Whistle Blower Policy

With an aim to achieve the vision, mission and objective of the Company and to comply with statutory provisions, the Company, in addition to the mechanisms already available, your Company has formulated ''Whistle Blower Policy'' which seeks:

(i) to ensure greater transparency in all aspects of the Company''s functioning by formulating a procedure for further enabling directors and employees to bring to the attention of Company, incidents of improper activities or violation of the Company''s 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 or 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 Company''s Code of Conduct has been established which includes the duly adopted Whistle Blower Policy, uploaded on the Company''s website at the link https://www.nbccindia.in/webEnglish/policies

Investors Relations Cell

Your Company is committed to providing 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 Company''s securities and enhances corporate governance by encouraging a culture of transparency in relation to the Company''s 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 organising/ participating in various Investors Conferences / Conference calls 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.in). The Company''s 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 Company''s securities by timely disclosure of information through Stock Exchanges.

Corporate Communication

The division during the year has strived to integrate Corporate Communication activities with the Company''s overall vision and strategy in order to serve the interest of all external and internal stakeholders and reinforce the positive corporate image of the Company. The division accomplished number of activities during the period and major ones include:

â¢ Extensive news coverage in print, electronic and online and social media by way of releasing press releases, creatives, text contents, pictures.

â¢ Brand building exercises for the Company by putting out advertisements, information, info-graphics etc. in print & electronic media highlighting the achievements of the Company.

â¢ Organizing Interviews, Press Meets.

â¢ Leveraging the social media platforms like Facebook, Twitter, and YouTube for extensive brand building and disseminating important information and achievements of the Company.

â¢ Content generation, designing, editing & co-ordination of Printing of Annual Reports of NBCC and its subsidiaries, Content Writing, Editing

â¢ In-house content management for scheduled calendar events such as Earth Day, Environment Day, Public Sector Day, Women''s Day and national festivals etc.

â¢ Providing support for in-house events and activities such as Foundation Day, Annual General Meetings, Vigilance Week and other such events.

â¢ Website content development and regular updation of information on the platform.

â¢ Creative design work meant for dissemination through Social Media platforms.

Auditors and Auditor''s Report Statutory Auditors

M/s ASA & Associates LLP, Chartered Accountants, was appointed as Statutory Auditors for the FY 2022-23 by the Comptroller and Auditor General of India (CAG). The notes on standalone financial statement referred in the Auditor''s 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.

However, Statutory Auditor placed a qualified Audit Report on Consolidated financial Statement before the Board of Directors forming part of this Annual Report along with Management Reply.

Cost Auditors

The Company has prepared and maintained cost records as specified under Section 148 of The Companies Act 2013. The cost audit report for the FY 2021-22 has been filed within the prescribed timeline with MCA.

The Board has appointed M/s R. M. Bansal & Co., Cost Accountants (FRN 000022), to audit cost records of the Company for the FY 2022-23.

Secretarial Auditors

During the FY 2022-23 your Company has appointed M/s P. C. Jain, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2022-23. The Secretarial Audit Report of NBCC contains certain observations. The Secretarial Audit Report details of observations and Management''s reply thereon are forming part of this Report at Annexure-V.

Further, the Secretarial Audit Report of Material Subsidiary Companies as per Regulation 24 A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.

Comments of CAG

Comptroller and Auditor General of India (CAG) have given "NIL" comments on the financial statements (standalone and consolidated) of the Company for the FY 2022-23, forming part of this Report.

Audit Committee

The details of Audit Committee are included in the Corporate Governance Report at Annexure-II, forming part of this report.

Number of Meeting of Board of Directors

Pursuant to the Companies Act, 2013 and the rules framed there under, 16 (Sixteen) Board meetings were held in the FY 2022-23. The details of the meeting are at Annexure-II i.e. Corporate Governance Report forming part of this report.

Board of Directors and Key Managerial Personnel Appointments/Cessations

During the FY 2022-23, changes in the Board of Directors have taken place. The details of the changes in the Board of Directors/ Key Managerial Personnel are given hereunder:

S. No.	Name	Appointment	Cessation
1.	Dr. Jyoti Kiran Shukla, Independent Director	-	17.07.2022
2.	Shri Tadi Lakshinarayan Reddy, Director (Projects) - Additional Charge	-	01.06.2022
3.	Shri Tadi Lakshinarayan Reddy, Director (Projects) - Additional Charge	27.07.2022	01.12.2022
4	Shri Meghjibhai Amarabhai Chavda, Independent Director	-	13.11.2022
5.	Shri Kamran Rizvi, Govt. Nominee Director	-	23.11.2022
6.	Shri Shyam Sunder Dubey, Govt. Nominee Director	-	23.11.2022
7.	Shri Ashish Upadhyaya, Govt. Nominee Director	23.11.2022	23.12.2022
8.	Shri Ravi Kumar Arora, Govt. Nominee Director	23.11.2022	-
9.	Shri Sanjeet, Govt. Nominee Director	23.12.2022	-
10.	Shri K P Mahadevaswamy, Director (Commercial)	01.02.2023

Besides, pursuant to the Ministry of Housing and Urban Affairs office order no. O-17034/12/2020-PS (E-9112145) dated March 29, 2023, Shri Saleem Ahmad has been appointed on the Board of Company as Director (Projects), w.e.f. April 19, 2023.

The strength of the Board of Directors of NBCC as on March 31, 2023 was eight (8), comprising of Three (3) Executive Directors (including CMD), two (2) Government Nominee Directors and Three (3) Independent Directors.

The Independent Director, in the opinion of the Board, appointed during the FY 2022-23 possess integrity, requisite expertise and experience.

Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the FY 2022-23:

- Shri Pawan Kumar Gupta, Chairman & Managing Director

- Smt. Baldev Kaur Sokhey, Director (Finance) & Chief Financial Officer (CFO)

- Shri K P Mahadevaswamy, Director (Commercial)

- Smt. Deepti Gambhir, Company Secretary

The Ministry of Corporate Affairs 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

All the Independent Directors appointed during the FY 2022-23 have met the requirements specified under Section 149(6) of the Companies Act, 2013 for holding the position of Independent Director and necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 was received.

Training of Directors

Your Company undertakes on-Boarding training for its Independent Directors to initiate them to the organization and its various operations including strategy, operations, organization structure, human resource, technology, risk management etc.

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/outbound trainings of Independent Directors. The details of External Trainings provided to the Independent Directors during the FY 2022-23 are given hereunder:

Sl. No.	Name of the Program	Type of Training	In House/ External	Month	Duration in Days	Number of Participants
1	Master class on Building Better Boards	Functional	External	May	3	3
2	Corporate Governance	Functional	External	June	3	3
3	Post Covid Scenario in HRM	Functional	External	September	1	2
4	CSR: Regulatory Framework & Challenges	Functional	External	November	1	2

The Company''s policy on Director''s training can be accessed on the Company''s website at the link https://www.nbccindia. in/webEnglish/policies

Annual Return

A copy of the Annual Return required under section 92 of the Companies Act, 2013, would be placed at the website of the Company at https://www.nbccindia.in/webEnglish/AnnualRetum

Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility and sustainability Report (BRSR) describes the Company''s performance against the principle of "National Guidelines on Responsible Business Conduct".

This indicates the initiatives taken by the Company from social, environmental and governance perspectives. As a socially-responsible organization, your Company, during the FY 2022-23, has conducted all its business activities in complete respect of the environment and society, and in line with its Corporate Governance guidelines. A detailed Business Responsibility and Sustainability Report is enclosed as Annexure-VI.

Research & Development

NBCC''s Research and Development (R&D) Policy aims to establish an environment conducive to cultivating a research-focused culture that produces superior technology outcomes. Your Company view R&D activities as a complementary element to its core construction operations and strive to integrate them in a way that enhances both the sustainability and overall quality of the work. The Company aim to contribute to the growth and prosperity of the construction sector as a whole. Ultimately, our R&D pursuits support our goal of ascending to world-class status as a Construction Company.

Company''s all new projects are conceived/conceptualized in line with Bureau of Energy Efficiency (BEE) and GRIHA norms. Some of the Green Buildings executed by the NBCC are:

i. All India Institute of Ayurveda Yoga and Naturopathy(AIIAY&N) -Certified GEM-5.

ii. ISPAT Post Graduate Medical Institute and Super Specialty Hospital at Rourkela, Odisha 4 star GRIHA rating

iii. Convention Centre & Allied Office Building at Darbhanga House Complex, Ranchi -3 star GRIHA rating

iv. Integrated Market Development Centre (IMDC) at IDCO Mancheswar, Bhubaneswar -3 star GRIHA rating

v. National Bank For Agriculture & Rural Development (NABARD) at Kolkata -3 star GRIHA rating

vi. Training Centre for NACEN (National Academy of Customs,Excise & Narcotics,Bangalore (NACIN BANGLORE) 5 star GRIHA rating

vii. FSSAI building at Indrapuram ,Ghaziabad- 3 star GRIHA rating-Applied

viii. 2400 seater indoor auditorium at Alipur, Kolkata (DHANA DHANYA Project) , GOVT. OF W.B -4 star GRIHA rating-Applied

ix. National Insurance Bhawan, Kolkata-4 star GRIHA rating-Applied

x. Aayakar Bhawan Kochi Kerala-5 star GRIHA rating-Applied

xi. Planning,Design,Construction.,Supervision Of Exhibition Hall, Conventional Hall Etc. at KTPO premises Bangalore-3 star GRIHA rating-Applied

xii. Vanijya Bhawan, Delhi - 3 star GRIHA rating

xiii. SPG Dwarka - LEED Platinum rating.

xiv. Garvi Gujarat Sadan - 3 star GRIHA rating

xv. New Madhya Pradesh Bhawan - 3 star GRIHA rating

xvi. Central Information Commission Headquarters - 4 star GRIHA rating.

xvii. NIA Headquarters Delhi-3 star GRIHA rating

Besides the above, NBCC has setup a C&D waste recycling plant at the East Kidwai Nagar redevelopment for the manufacturing of bricks, which have been used in the project.

NBCC has been at the forefront of encouraging and adopting sustainable construction. Some of the research projects sponsored in line with sustainable construction are given below:-

â¢ Sustainable Construction & Reduction of Water Consumption in Construction - IIT Delhi.

â¢ Recycled Aggregate Concrete, an investigation of properties and Structural applications- IIT Roorkee.

â¢ Lesson from Green Residential Development- case of East Kidwai Nagar and New Moti Bagh by IIT Roorkee.

â¢ Characterization of Manufactured Sand and its effective utilization in Construction by CSIR-CBRI Roorkee.

â¢ Developing an integrated framework of Green Construction practices and implementation roadmap for NBCC- IIT

Roorkee.

â¢ Development of accelerated carbonation curing procedure as an effective CO2 sequestration and water conservation

techniques-Thapar University Patiala.

R&D in NBCC is focused on innovations in its three business areas - Project Management Consultancy, Real Estate and

Engineering, Procurement and Construction.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out-goA) Conservation of Energy:

i. Steps undertaken for Conservation of Energy:

â¢ NBCC has signed a Memorandum of Understanding (MoU) on December 18, 2017 with the Energy and Resources Institute (TERI) for the period of 5 years. Under the MoU, TERI will be providing advice and consultancy to NBCC on identifying solutions for sustainable development and implementation of GRIHA for new projects. TERI will also be assisting NBCC in formulating sustainable development policy and long term sustainable development plan. Further, it will be giving consultancy for conducting environment assessment and energy management in the existing projects among others.

ii. Steps taken by the Company for utilizing alternative sources of energy:

â¢ Installation of Roof Top solar power panels, solar heater, solar street lighting, UPS Power Bank etc.

iii. Capital investment on energy conservation equipments:

â¢ As most of the projects executed by NBCC are in line with the GRIHA norms, the equipments used are all energy efficient.

â¢ Installation of LED based lighting in all NBCC Buildings.

B) Technology Absorption:-

i) The efforts made towards technology absorption:

â¢ 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:

â¢ Awareness about the new technologies and products is being imparted to the senior management for utilizing the same in the projects.

â¢ Circular has been issued for adoption of 54 nos. Innovative technologies for the benefits of time saving, social benefits and environmental benefits.

â¢ Laboratory on Sustainable, Durable Construction and testing has been set up for Durable Construction, Testing, Durability investigation and Durability assessment of Reinforced Concrete and masonry structures.

iii) Increase of imported technology- NA

iv) Expenditure incurred on R&D activities in the FY 2022-23 was '' 66.74 Lakh.

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: '' 159,27,34,495/-

Foreign Exchange Outgo: '' 184,11,19,698/-

Progressive Use of Hindi

The provisions of the Official Language Policy of the Government of India have been implemented in the Company. Employees are encouraged to do their official work in Hindi. In the Company, schemes like Hindi Noting-Drafting Incentive Scheme, Hindi Dictation Incentive Schemes etc. of the Department of Official Language, Ministry of Home Affairs have been implemented in which employees participate. Apart from this, in order to encourage the employees to do official work in Hindi, an internal competition named Quarterly Hindi Vyavhar Pratoyogita has also been implemented for ''A'', ''B'' and ''C'' Region. During the year, several efforts have been made in the Company to increase the progressive use of Hindi. During the year 2022-23, quarterly meetings of Official Language Implementation Committee (OLIC) were organized regularly to review the progressive use of Official Language Hindi in the Company.

During the year, Hindi workshops were organized to promote official use of Hindi typing, Unicode, Hindi noting and drafting etc. in which participants from Corporate Office, RBG, SBG and Zonal Offices participated.

Several awards were awarded to NBCC in the half yearly meeting of the Town Official Language Implementation Committee (TOLIC) Delhi (Undertaking-2) held on August 10, 2022.

Hindi Fortnight was organized from September 14, 2022 to September 29, 2022 with the objective to increase the use of Hindi in official work in the Corporate Office and to disseminate the possibilities of working in Hindi. During this period various workshop were organised in which the personnel participated with great enthusiasm. During this period, the Company registered its participation in the Second All India Official Language Conference organized by the Department of Official Language, Ministry of Home Affairs at Surat.

The thirteenth and fourteenth issues of NBCC''s Hindi magazine "Nirman Bharati" were also published during the year.

Hindi inspections were conducted by the Rajbhasha Division to monitor the use of official language Hindi in day-to-day work at Corporate Office and Regional Business Groups (RBGs) / Strategic Business Groups (SBGs) / Zonal Offices.

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 FY 2022-23 is as follows: (In Nos.)
Pending RTI Application in the beginning of FY 22-23	RTI applications				Pending Applications at the end of FY 2022-23
Pending RTI Application in the beginning of FY 22-23	RTI Application received	Rejected	Information provided	Returned to Applicant	Pending Applications at the end of FY 2022-23
103	494	10	463	0	124

Significant and Material Orders

There was no significant and material order issued during the Financial Year 2022-23.

Insolvency and Bankruptcy Code, 2016

During the FY 2022-23, no application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016. However, two(2) wholly owned subsidiries of NBCC namely (1) NBCC Engineering & Consultancy Limited(NECL) and (2) NBCC International Limited(NIL) has been dissolved by the Hon''ble NCLT w.e.f March 16, 2023 and July 5, 2023 respectively under the Insolvency and Bankruptcy Code 2016.

Further, the Hon''ble NCLT has reserved order of dissolution of NBCC Environment Engineering Limited, a wholly owned subsidiry of NBCC.

Reporting of frauds by Auditors

During the FY 2022-23, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against your Company.

One time settlement and valuation

During the FY 2022-23, no event has taken place that give rise to reporting of details w.r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions.

Particulars of Employees

The provisions of Section 134(3)(e) of the Act are not applicable to a Government Company. Consequently, details on Company''s policy on Directors'' appointment and other matters as required under Section 178 (3) of the Act are not required.

Similarly, Section 197 of the Act is also exempt for a Government Company. Consequently, there is no requirement of disclosure of the ratio of the remuneration of each Director to the median employees remuneration and other such details, including the statement showing the names and other particulars of every employee of the Company, who if employed throughout / part of the Financial Year, was in receipt of remuneration in excess of the limits set out in the rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1)/(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

General:

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 ESOS to the employees.

2. Neither the Chairman & Managing Director nor the Whole Time Directors, who is Managing Director of HSCL, the subsidiary Company received any remuneration or commission from the companies where they had been nominated or given additional charge.

3. The Company is compliant of the Secretarial Standards issued by the ICSI from time to time.

4. All directions issued by the Government of India during FY 2022-23 have been duly complied with by the Company.

5. The Company has prepared the policies and keep it amending as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The link of the major policies on the website is given hereunder.

Dividend Distribution Policy	https://www.nbccindia.in/pdfData/policies/ DividendDistributionPolicy.pdf
NBCC Whistle Blower Policy	https://www.nbccindia.in/pdfData/policies/NBCC%20WHISTLE%20 BLOWER%20POLICY_22112022.pdf
Corporate Social Responsibility (CSR) Policy	https://www.nbccindia.in/pdfData/policies/CSR_POLICY_2022_23. pdf
Policy on Materiality of Related Party Transactions and Reporting of Related Party Transaction	https://www.nbccindia.in/pdfData/policies/NBCC_RPT_ Policy_26_05_2023.pdf
Training of Directors	https://www.nbccindia.in/pdfData/policies/Training%20of%20 BOD.pdf
NBCC Policy on Determination of Materiality of Event/ Informations	https://www.nbccindia.in/pdfData/policies/NBCC%20Policy%20 on%20Determination%20of%20Materiality%20of%20Event%20 or%20Information.pdf
NBCC Policy on Material Subsidiaries	https://www.nbccindia.in/pdfData/policies/NBCC%20Policy%20 on%20Material%20Subsidiaries_06_08_2019.pdf

Policy on Diversity of Board of Directors	https://www.nbccindia.in/pdfData/policies/Policy_on_Board_of_ diversity.pdf
NBCC Fraud Prevention & Detection Policy	https://www.nbccindia.in/pdfData/policies/NBCC_Fraud_ Policy_01022023.pdf
Risk Management Policy	https://www.nbccindia.in/pdfData/policies/Risk%20 Management%20Policy%202023_30052023.pdf
Policy on Business Responsibility and Sustainability Report (BRSR)	https://www.nbccindia.in/pdfData/policies/BRSR%20Policy_ NBCC_12042023.pdf

Acknowledgement

We 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, MoF, DPE, SEBI and MCA.

Your Directors thank all business partners, contractors, vendors and consultants in the implementation of various projects of the Company.

Board also thanks for the untiring efforts and contributions made by the employees and their families at all levels to ensure that the Company continues to grow and excel.

We also thank all shareholders for their faith trust and confidence reposed on the Board of Directors of NBCC.

On Behalf of the Board of Directors

Sd/-

Pawan Kumar Gupta

Date : August 18, 2023 Chairman & Managing Director

Place : Port Blair ^{(D|N: 07698337)}

Mar 31, 2022

On behalf of the Board of Directors 62nd Annual Report on the business and operations of NBCC (India) Limited along with Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2022 with the Auditors'' Report and Comments on the Accounts by the Comptroller and Auditor General (CAG) of India thereon is hereby presented.

Financial Highlights

The financial highlights for the year under review are as follows:

(? in crore)
REVENUE	FY 2021-22		FY 2020-21
REVENUE	Consolidated	Standalone		Standalone
REVENUE FROM OPERATION
i. Value of Service	7574.89	5464.63	6861.28	4883.24
ii. Other Operating Revenues	115.71	81.99	92.13	64.21
Other Income	193.96	187.58	180.29	172.63
Total Income (A)	7884.56	5734.20	7133.70	5120.08
EXPENDITURE
Land Cost & Material Consumed	27.29	27.28	1.32	1.32
Change in Inventories of Real Estate Projects	36.67	36.67	36.80	48.11
Work & Consultancy Expenses	7013.58	5024.73	6343.19	4469.12
Employees Benefit Expenses	309.58	235.82	308.97	238.31
Finance Cost	5.68	5.65	6.62	6.60
Depreciation and Amortisation Expense	4.57	1.72	5.57	2.31
Other Expenses	80.44	52.47	113.39	88.11
Write offs	19.09	13.32	25.38	21.75
Total Expenses (B)	7496.90	5397.67	6841.23	4875.63
Share of Profit/ (Loss) in Joint Ventures (Net of Tax)	0.03	-	(0.20)	-
Exceptional Items	72.95	99.80	-	-
Profit Before Tax (PBT) (A-B)	314.74	236.73	292.27	244.45
Tax Expense
i) Current Tax	40.14	34.17	63.83	60.63
ii Deferred Tax	38.26	21.18	8.62	1.83
iii Tax w.r.t. Earlier Years	(1.59)	(1.48)	(20.28)	(19.75)
Profit After Tax (PAT)	237.93	182.86	240.10	201.74
Earnings Per Share (Basic & Diluted) - on face value of Rs. 1 per equity share	1.25	1.02	1.25	1.12
*Restated Refer Note No. 61 of consolidated financial statement

Further, during the year, there is no change in the nature of business of the Company.

Operations and Business Performance

For the FY 2021-22, total income of your company was Rs. 5,734.20 crores (standalone) and Rs. 7,884.56 crores (consolidated) whereas profit after tax was 182.86 crores (standalone) and 237.93 crores (consolidated).

MoU Performance (CPSE''s Performance Agreement with Administrative Ministry & DPE)

NBCC has received final ratings & achieved "Very Good" rating For the FY 2020-21, from DPE based on the FY 2020-21 achievements.

For the FY 2021-22, DPE along with Administrative Ministry have finalised parameters based on consolidated Financial & Physical performance of the company. In terms of financial performance, NBCC has achieved Rs. 7,690.61 Cr Consolidated Revenue from Operations and achievement in physical parameters is given hereunder:

â¢ Consolidated Capacity Utilization - Built up Area stands 15.90 Million Sq. ft.

â¢ Consolidated Revenue from Overseas stands Rs. 273.33 Cr.

Reserves

The Company did not transfer any amounts to its general reserve during the financial year ended March 31, 2022.

Dividend

Your Directors have recommended a final dividend of Rs. 0.50/- per paid-up equity share of face value of Rs. 1/- each (i.e. @50%) for the financial year 2021-22, subject to the approval of the Members at the ensuing Annual General Meeting.

Dividend has been recommended considering the Dividend Distribution Policy of the Company and considering the deployment of the NBCC''s internal accruals for growth plans of the Company.

Material Changes and Commitments affecting financial position between the end of the financial year and date of Report

There have been no material changes and commitments, which affects the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relates and the date of the report.

â¢ The Board of Directors of the Company has decided, in the Board Meeting held on July 14, 2022, to withdraw the undergoing application of scheme of merger of NBCC International Limited (NIL) and NBCC Environment Engineering Limited (NEEL), wholly owned subsidiaries with NBCC (India) Limited, Holding Company and further decided to close both the wholly owned subsidiary companies i.e. NIL and NEEL through voluntary winding-up. Further, the Ministry of Corporate affairs vide its letter dated August 04, 2022 has closed the first motion application for approval of scheme of merger filed with MCA.

â¢ With respect to "NBCC Green View Apartment" at Sector 37D, Gurugram, the Company has decided to settle with all the home buyers/allottees by way of buy-back of their flats/units and to do all such acts, deeds and things, necessary, incidental & ancillary to give effect to the same. At NBCC, the concerns of the home buyers/ customers is the top most priority and Company always endeavors to serve best in their interest.

Disinvestment by Government of India

There was not any disinvestment by the Government of India (GOI) in the company during the FY 2021-22.

The GOI''s holding as on March 31, 2022 was 111,15,79,093 equity shares i.e. 61.75% of total paid up equity share capital of the Company.

Awards Conferred During the Year 2021-22

NBCC continued on the path of excellence and innovation, achieving several accolades and awards during the years follows:

â¢ Rajbhasha Kirti Puraskar: NBCC conferred with the prestigious "Rajbhasha Kirti'' Puraskar" by the Hon''ble President of India for its excellent performance in the field of official language implementation in September 2021.

â¢ Best PSU Award in Nation Building Category: NBCC was awarded with "Best PSU Award in Nation Building category" at the Governance Now 8th PSU Award ceremony held virtually on July 29, 2021. Dr. Kiran Bedi, Former Governor of Pondicherry presented the Award that was received by Shri PK Gupta, CMD, NBCC on behalf of the Company.

â¢ "CEO of The Year" award: Sh. PK Gupta, CMD, NBCC has been conferred with the prestigious "CEO of The Year" award at the 11th edition of World Leadership Congress held in Mumbai on March 24, 2022 for his immense contributions towards nation''s infrastructure building and outstanding leadership.

â¢ NBCC bagged two more coveted awards under the categories "Social Media Campaign on COVID-19" for its social media posts creating awareness for the general masses during the pandemic and "COVID-19 Relief Project" for its excellent work towards COVID-19 Vaccination Program at Leh. The recognition has been bestowed by World HRD Congress, in a glittering award ceremony held in Mumbai.

â¢ Great place to work award: During the FY 2021-2022 renowned great place to work institute has certified and included NBCC in the distinguished list of companies identified as "Great Place to Work".

Fixed Deposits

During the FY 2021-22, your Company has not accepted any deposit and no principal or interest was outstanding as on March 31, 2022.

Loan, Guarantees and Investments

Subsidiaries, Joint Ventures and Associate Companies

During the FY 2021-22, the Company had total eight (8) subsidiaries in which six (6) are wholly owned subsidiaries (100%) namely; NBCC Services Limited (NSL), NBCC Engineering & Consultancy Limited (NECL), NBCC International Limited (NIL), NBCC Environment Engineering Limited (NEEL), HSCC (India) Limited (HSCC) and one (1) foreign subsidiary i.e. NBCC DWC-LLC.

The two other subsidiaries are Hindustan Steelworks Construction Limited (51%) and NBCC Gulf LLC, Oman where NBCC held 70% equity.

Your Company also has joint-ventures as follow:

â¢ Real Estate Development and Construction Corporation of Rajasthan Ltd (a JV with the Government of Rajasthan where both the parties hold 50% of the issued share capital)

â¢ NBCC-MHG (JV)- where both the parties i.e. NBCC and Mahavir Hanuman Group (MHG) hold 50% share in profit & Loss

â¢ NBCC- AB (JV)- where both the parties i.e. NBCC and Anisha Builders Private Limited hold 50% share in profit & Loss

â¢ NBCC- RK Milan- where both the parties i.e. NBCC and RK Millen hold 50% share in profit & Loss

Details of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies of NBCC during the year is given hereunder:

Details of The Company that has become a subsidiary during the FY 2021-22	Nil
Details of The Company that has become a Joint-Venture/ Associate during the FY 2021-22	Nil
Details of The Company that has Ceased to be a subsidiary during the FY 2021-22	One i.e. NBCC Gulf LLC (w.e.f June 20, 2021)
Details of The Company that has Ceased to be a Joint-Venture/ Associate during the FY 2021-22	Nil

â¢ In case of NECL, the liquidator has wound-up the affairs of the Company through Voluntary winding-up under IBC 2016 and filed a final application before Hon''ble NCLT for dissolution of the Company during the FY 2021-22. The order of Hon''ble NCLT for dissolution of the Company is awaited.

â¢ NBCC Gulf LLC, Oman has been liquidated and the registration of the Company has been cancelled w.e.f June 20, 2021.

â¢ The merger of NBCC Environment Engineering Limited (NEEL) and NBCC International Limited (NIL) with the NBCC (India) Limited (Holding Company) was undergoing before Ministry of Corporate Affairs ((Approving Authority for merger of Government Companies). However, the Board of Directors of NBCC and NEEL & NIL have approved the withdrawal of the Scheme of undergoing Merger and decided to close both the Wholly Owned Subsidiary Companies through Voluntary Winding-Up. Further, the Ministry of Corporate Affairs (MCA) vide its letter dated August 4, 2022 has informed NBCC that the first motion application for approval of scheme of merger filed with MCA has been treated as closed.

â¢ NBCC has won arbitration award in respect of disputes with JV partner i.e. NBCC R K Milan. The award is partially realised and the amount of investment in JV has been adjusted against it in the year 2019-20. The dissolution of the defunct partnership would be pursued after receiving award amount in full.

Company Response to Covid-19

During the FY 2021-22, in view of the various guidelines issued in India by the Central and State Governments on the Covid-19 pandemic, your Company immediately took several measures to ensure health and safety of its workers and other employees and thereafter, steps were taken to ensure business continuity of essential services and projects development.

The Company, in fight against COVID-19-pendamic, has installed 2 oxygen generation plants and two diesel generation plants at Siddarathnagar (UP). The Company has also made procurement of 12 oxygen concentration as CSR initiatives.

Human Resource Development

The strong, dedicated and highly motivated Human Resources Management Team of NBCC performed their duties efficiently, despite the challenges posed by the COVID-19 pandemic. NBCC takes pride in its resilient workforce, which has contributed its best to bring the Company to its present heights. Employees are the driving force behind the sustained stellar performance of the Company over all these years of the Company''s ascendancy. As a commitment towards our Company''s core values, employees'' participation in Management was made effective based on mutual respect, trust, and a feeling of being a progressive partner in growth and success.

During the COVID-19 pandemic, the HRM Team has played the key role of Covid Warriors and the runners to drive the initiatives taken by the organisation. They were able to do this by arranging & providing food packets to needy people, facilitating Covid-19 Vaccination to their employees & their dependants, arranging hospitalisation, oxygen concentrators, and medicines for their employees & their dependants. Company has also provided financial assistance to its employees in times of extreme distress by way of "NBCC Family Financial Assistance Scheme".

NBCC has in place well defined employee centric Human Resource Policies covering all aspects of the employee lifecycle. The policies have been formulated under the broad ambit of DPE guidelines for compliance along with adequate customization for the Company. The Company uses employee surveys in order to take data driven decisions with regards to modification, revision and introduction of new policies regularly. These efforts have also helped the Company to maintain its standing of being declared

a Great Place to Work for the third consecutive year along with being certified as the "Best In Industry: Construction & Infrastructure" and "India''s Best Employer Among Nation Builders 2022" by the GPTW Institute.

Category wise details on recruitment of General/OBC/SC/ST categories:-

Sl.	Group	General	OBC	EWS	SC		ST		Total
No.		(No.)	(No.)	(No.)	(No.)	%	(No.)	%	Total
1.	A	22	11	05	08	16%	04	8%	50
2.	B	01	-	-	-	-	-	_-	01
3.	C	02	-	-	-	-	-	-	02
	Total	25	11	05	08	-	04	-	53

NBCC is compliant with Government of India directives on all matters related to reservation for SC/ST/OBC/Ex-Servicemen/ Physically disabled Candidates in all recruitment drives.

Additionally, the Company has constituted SC/ST, OBC, PwD Cell which is led by a senior officer along with a dedicated liaison officer who ensures that justice is delivered to employees from the reserve category. The Company has also constituted the Internal Grievance Redressal Committee (IGRC) for employees belonging to the Scheduled Castes.

To ensure harmonious relations, various meetings are organized by the Company with SC/ST Employees Welfare Associations to amicably resolve any issues that may arise.

Further, during F.Y. 2021-22, the company had organised recruitment drives to fill the backlog vacancies. Details of same are given below

S.No.	Name of the Post					No. of Vacancies		Vacancies Reserved for
1	Dy. General Manager (Engg.) Civil					1		ST
2	Sr. Stenographer					1		OBC (NCL)
3	Office Assistant (Stenographer)					3		OBC (NCL)
4	Project Manager (Civil)					1		PwD-HH
	Total					6
No. of regular employees /NMR/PRW/WE Employees as on March 31, 2022
S. No		Particulars							Numbers
1.		No. of regular							1367
2.		No. of NMR (Non Master Roll)							NIL
3.		No. of WE/PRW (Work Establishment/Piece Rated Worker)							NIL
Working status of Women Employees in the Company (category wise) during the FY 2021-22: (In Nos.)
General			OBC	SC	ST		PWD			Total
66			19	21	7		2			115

Discipline and Category wise manpower during the year FY 2021-22 (In Nos.)
Category	Engineer (C/E/M/ PHE/ ARCH/ SYS/ ENG/PLNG	OTH ER	FINANCE (Including Inv. Relations)	HRM (RB/LAW/B OARD/CC/P ROTOCOL)	MARK ETING	MATERI AL MANAG EMENT	TECHNICAL (OTHER THAN ENGG.) i.e. DPM/ SPE/PE/ASM/JS E/JE I/JE II	SECRETE RIATS	OPERA TIVE LEVEL	TOTAL
BOARD LEVEL	2		1	-	-	-	-	-	-	3
CVO	-	1	-	-	-	-	-	-	-	1
A	527	-	134	90	8	4	13	9	-	785
B	80	-	-	15	-	-	9	-	-	104
C (I)	28	-	-	-	-	-	-	-	-	28
(ii)	-	-	-	7	-	-	-	2	-	9
(iii)	-	-	-	-	-	-	-	-	437	437
TOTAL	637	1	135	112	8	4	22	11	437	1367

Training

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.

Industrial Relations

During the year 2021-22 In order to maintain cordial IR environment, the structured meeting were arranged quarterly with representative of all Unions. Minutes of the meeting issued along with action taken report to all functional unions. This helps in settlement of grievances which promotes harmonious industrial relations.

Safeguard of Women at Workplace

The committee also investigates reported cases of sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has been employing 115 women employees in various cadres at the Project and office premises. There were NIL cases filed during the financial year ended 31st March, 2022.

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:

a. In the preparation of annual accounts for the financial year ended March 31, 2022, the applicable Indian Accounting Standards, along with proper explanation to material departure; have been followed;

b. The directors had 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 and loss of the Company for the period ;

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

f. 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 Obligations and Disclosure Requirements) Regulations, 2015 and guidelines issued by DPE on Corporate governance.

The requisite certificate from the Statutory Auditors of the Company, Dhawan & 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, 2022 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 Company''s website, at the link https://nbccindia.com/webEnglish/policies.

Quality Assurance/Quality Control Manual

During the FY 2021-22 your company has a dedicated ''Technical and Quality Audit'' wing in place, which controls over conducting Technical Audit and ensuring Quality Assurance & Quality Control at the projects. NBCC through its ''Technical and Quality audit Division'' conducts the Technical audit and Quality audit of all projects on Pan India basis through a checklist to ensure the QA/QC is being followed at project sites.

Apart from carrying out the routine audits, the special audits of certain projects are also carried out by the Technical Audit team as and when directed by the competent authority.

Hence the QA/QC plays a vital role in the field of construction. NBCC (I) Ltd., being India''s one of the biggest organizations in the Construction field, is devoted itself towards QA/QC in the areas of its operations.

International Organization for Standardization (ISO):

Your Company is a certified organisation with International Organization for Standardization (ISO), having licence issued by BIS. NBCC has Quality Management System (QMS) comprising Quality Policy & Quality Objectives.

NBCC through its ISO Cell conducts the ISO internal Audit of all project sites earmarked in ISO and all service divisions viz RBGs/SBGs/Zones/Units/HOD-HO at a interval of 6 months and 1 year respectively through a checklist as per ISO manual to ensure that the Quality Policy and Quality Objective established by the company in its QMS are being followed properly.

SAFETY:

Your Company is committed towards Safety and Health to all its employees and the people associated with the construction activities. The company is continuously striving to implement safe practices/measures to ensure the goal of achieving Zero harm at its work places. NBCC has ''Safety Management'' wing to implement safety policy at the project sites. As per Safety policy, the projects with value of Rs 50.00 Crores and above are monitored by safety consultants deployed through construction contracts.

INFORMATION TECHNOLOGY (IT) DIVISION

With the Aim of Digital NBCC, Management envisaged the concept of "Paper Less Office" towards creating employee''s friendly

environment. We took initiatives, and implemented various IT activities in our organization to make more efficient, seamless, transparent work environment, and to take a leap towards DIGITAL NBCC. IT Division is providing IT services/ support on PAN India basis to NBCC and 3 subsidiaries namely HSCL, HSCC, NSL. In-house development of various applications and portals resulted in lot of saving of the corporation.

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.

Corporate Social Responsibility Committee (CSR) & Sustainability Development

The company has Corporate Social Responsibility (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. The details of CSR policy, projects and programmes are available on the Company''s website, at the link http://www.nbccindia.com/webEnglish/policies.

During the FY 2021-22 your Company spent Rs. 255.53 lakh in CSR activities.

Compliance of DPE Guidelines and Policies

During the FY 2021-22 your Company has complied with the guidelines and policies issued by Department of Public Enterprises from time to time.

MSME Implementation

Your Company is complying with the mandatory public procurement policy 2012, notified by Ministry of Micro, Small and Medium Enterprises (MSME), Govt of India, under which CPSE is mandated to procure 25 % from MSME of total procurement and out of 25%, 4 % to be procured from MSME SC/ST vendor.

The details of procurement for the FY 2021-22 are as follows:

a) Procurement of Goods & Services through MSME - Rs. 0.84 cores

b) Procurement of Goods & Services through SC/ST MSME - Rs. 0.04 crores

c) Procurement of Goods & Services through Women MSME - Rs. 0.01 crores

It is also pertinent to mention here that No payment is outstanding to any MSME for the FY 2021-22.

Risk Management

NBCC recognizes that it is exposed to a number of uncertainties, which are inherent for the construction and Real Estate sectors that it operates in. The volatility of these sectors exposes the business to various external and internal risks which may affect its financial and non-financial results. NBCC has a Risk Management Policy to help itself mitigate the risks and manage risks in day-to-day operations to achieve those objectives.

NBCC has 3 tier reporting structure for risk management as given hereunder:

1. At top level, the Company has Risk Management Committee, which comprises of functional Directors and Independent Directors.

2. At middle level, the Company has Risk Assessment Committee, who has HOD''s of BD, Finance & RE and RBG/SBG Heads of the 4 verticals in which NBCC is operating as Members and Executive Director (PMG) as Chief Risk Officer.

3. At lower level, the Company has Risk Co-ordinators, which comprises of all RBG/SBG Heads.

Development & Implementation of Risk Management Framework

Risk management policy for NBCC was formulated in the year 2011 which was reviewed and updated in 2015 wherein the Principles, framework and processes were updated to incorporate regulatory requirements and changing business landscape. The Company review the policy periodically based on changes in the business environment, regulations, standards and best Practices in the industry.

At the Recommendation of Audit Committee, The Company is under process of preparing an in-house risk management framework for effective implementation of Risk Management Policy in line with ISO 31000:2018.

Risks, Threats and Concerns: The challenges for the company are to sustain the growth trajectory.

a. The crisis arising out of COVID-19 pandemic: There has been disruption in the progress of works at all ongoing sites subsequent to nationwide lockdown from 23.03.2020. However, subsequent to partial easing of restrictions works have been resumed in sites with available labour at site except in those States where restrictions continued due to increase in Covid-19 cases, so also in containment zones. With the easing of restrictions by Govt; the problem was compounded with migrant labour leaving for native states and remobilizing of labour remains a big issue

The risks arising out of the pandemic includes disruption of supply chain for various materials/non-availability of labour affecting progress of works at sites.

b. Project Execution and Management: Inability to ensure seamless and timely execution of projects within the defined budget leads to litigation with client and contractors, resulting in reduced profitability and operating margin of the project. Any failure to adhere to agreed timelines adversely affect the reputation of the Company.

c. Real Estate (Unsold Inventory/ Unused Land Parcels): Presently there is substantial unsold inventory and unused land parcels in NBCC Real Estate posing a risk to the Company.

d. Re-development Projects: Inability to assess or identify the risks and liabilities during feasibility studies, adversely affect the business. Legal issues/court stay order and recent pandemic scenario also affected the pace of work and sales & marketing in some redevelopment projects.

e. Aged Receivables and Payables: Delays associated with the collection of receivables from the clients, results in further delayed payment to the contractor, leading to litigations, cost & time overrun in addition to Expected Credit Loss (ECL).

f. Competition Risk: Other PSU''s have started operating in construction sector and are quoting very low rates and geffing jobs by competing against NBCC. This is resulting in erosion of the core PMC business of the company and low PMC charges. The resultant loss of business and low PMC margin could slow momentum and profitability.

g. Taking Over External Projects (Unitech, Amrapali etc.): Any unforeseen liability in connection with the takeover of external projects leads to litigations and may adversely affect business and financial condition of NBCC.

Internal Financial Control

The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. For the year ended March 31, 2022, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

Internal Financial Controls over financial reporting are audited through external 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 efficient conduct of its business including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors and ensuring reliability of financial and operational information. The internal control systems

(including Internal Financial Controls over Financial Reporting) are reviewed on an ongoing basis and discussed at Audit Committee meetings. Necessary changes are carried out by the management 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. The Company has in-house Internal Audit and Technical Audit Departments commensurate with its size of operations. The internal audit program, scope of audit and audit plan is approved from the Audit Committee. Internal audit is conducted through external audit firms and reports are deliberated with the management as well as the Audit Committee.

The Statutory Auditors and Audit Committee of the Board regularly reviews significant audit findings covering operational, financial and other areas and provides guidance on internal controls.

VIGILANCE ACTIVITIES AND INITIATIVES

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).

NBCC has observed ''Vigilance Awareness Week'' with full enthusiasm from October 26 to November 1, 2021 on the theme "Independent India @ 75: Self Reliance with Integrity". The week-long awareness campaign was lined up with insightful interactive sessions on the theme, relevant workshops & competitions to generate awareness on vigilance administration among employees.

S.No.	Status of Cases	No. of Cases	Nature of Cases
1	Number of Cases at the beginning of Financial year 2021-22	24	The nature of cases/ complaints are normally tender related, procedural lapses and financial irregularities related matters
2	Number of Cases received during the Financial year 2021-22	88
3	Number of Cases disposed off during the Financial year 2021-22	92
4	Number of Cases Pending at the end of the Financial year 2021-22	20

After investigation of complaints, where lapses/ irregularities are established, the disciplinary proceedings are initiated against the delinquent employees.

â¢ Preventive Vigilance

â¢ Detective Vigilance and Surveillance

â¢ Punitive Vigilance

â¢ Use of IT innovations to curb malpractices and ensure transparency.

Systemic Improvement Undertaken:

â¢ APR in respect of all employees in A&B category has been uploaded on the website for promoting transparency.

â¢ Implementation of Provision of EMD Release Payment Voucher.

â¢ Streamlining of financial power six months prior to superannuation of officers holding the key positions is one more initiative taken to improve transparency.

â¢ Online Probation Confirmation System is now operational

â¢ In order to ensure paperless working by using e-office, system has been introduced to restrict the movement of physical papers from Central Dispatch to various Division/ Department/Sections.

â¢ Capital Budget Monitoring for Company as a whole on real time basis. Client Bank Guarantee Report.

Vigil Mechanism/Whistle Blower Policy

The ''NBCC Whistle Blower Policy'' has been formulated to seek (i) to ensure greater transparency in all aspects of the Company''s functioning by formulating a procedure for further enabling employees to bring to the attention of Company incidents of improper activities or violation of the company''s 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 Company''s Code of Conduct has been established which includes the duly adopted Whistle Blower Policy, uploaded on the Company''s website at the linkhttp://www.nbccindia.com/ webEnglish/policies

Investors Relations Cell

Corporate Communication

The division during the year has strived to integrate Corporate Communication activities with the company''s overall vision and strategy in order to serve the interest of all external and internal stakeholders and reinforce the positive corporate image of the company. The division accomplished number of activities during the period and major ones include:

â¢ Extensive news coverage in print, electronic and online and social media by way of releasing Press Releases, creatives, text contents, pictures.

â¢ In-house content management for scheduled calender events, Earth Day, Environment Day, Public Sector Day, Women''s Day and national festivals etc.

â¢ Brand building exercises for the company by puffing out advertisements, information, infographics etc. in print & electronic media highlighting the achievements of the Company.

â¢ Organizing Interviews, Press Meets.

â¢ Leveraging the social media platforms like Facebook, Twitter, and YouTube for extensive brand building and disseminating important information and achievements of the company.

â¢ Content generation, designing, editing & co-ordination of Printing of Annual Reports of NBCC and its subsidiaries, Content Writing, Editing

â¢ Providing support for in-house events and activities such as Foundation Day, Annual General Meetings, Vigilance Week and other such events.

â¢ Website content development and regular updation of information on the platform.

â¢ Creative design work meant for dissemination through Social Media platforms.

Auditors and Auditor''s Report

Statutory Auditors

M/s Dhawan & Co., Chartered Accountants, was appointed as Statutory Auditors for the financial year 2021-22 by the Comptroller & Auditor General of India (C&AG). The notes on Standalone financial statement referred in the Auditor''s 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. However, Statutory Auditor placed a qualified Audit Report on Consolidated financial Statement before the Board of Directors forming part of this Annual Report.

Cost Auditors

The Company has prepared and maintained cost records as specified under Section 148 of The Companies Act 2013. The cost audit report for the FY 2020-21 has been filed within the prescribed timeline with MCA.

The Board has appointed M/s Chandra Wadhwa & Co., Cost Accountants (FRN 000239), to audit cost records of the Company for the FY 2021-22.

Secretarial Auditors

During the FY 2021-22 your company has appointed M/s P. C. Jain, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2021-22. The Secretarial Audit Report for the financial year ended 31st March, 2022 is at Annexure-V. Further, the Secretarial Audit Report of Material Subsidiary companies as per SEBI (LODR) 2015 forms part of this Annual Report.

The Secretarial Audit Report contains following observations:

1) Under Regulation 17(10) & 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015, the company has not carried out the performance evaluation of the directors.

2) The composition of the Board of Directors did not comprise with sufficient number of Independent Directors as required under regulation 17(1)(a) and 17(1)(b) of the SEBI (LODR) Regulation, 2015, Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Para 3.1.2 and 3.1.4 of DPE Guidelines on Corporate Governance of CPSEs, 2010.

3) The composition of the Audit Committee was not in accordance with the requirement of Regulation 18(1) (b) and 18(2) (b) of SEBI LODR Regulation, 2015, Section 177 of the Companies Act, 2013 and Para 4.1.1 of DPE Guidelines on Corporate Governance of CPSEs, 2010.

4) The composition of the Nomination and Remuneration Committee was not in accordance with the requirement of Regulation 19(1)(c) with the requirement of SEBI (LODR) Regulation, 2015 and Section 178 of the Companies Act, 2013.

Comments of C&AG

Comptroller & Auditor General of India (C&AG) have given "NIL" comments on the financial statements (standalone and consolidated) of the Company for the FY 2021-22, forming part of this Report.

Audit Committee

During the FY 2021-22, NBCC''s Audit Committee comprises of Dr. Jyoti Kiran Shukla (Chairperson), Shri Asim Misra (Member), Sh. Meghjibhai Chavda (Member), Sh. Shyam Sunder Dubey (Member) and Shri TLN Reddy (Member).

Number of Meeting of Board of Directors

Pursuant to the Companies Act, 2013 and the Rules framed there under, 24 (Twenty Four) Board meetings were held in the

financial year 2021-22. The details of the meeting are at Annexure-II i.e. Corporate Governance Report forming part of this Annual Report.

Board of Directors and Key Managerial Personnel

Appointments/Cessations

During the FY 2021-22, following appointments and cessations were made:

S.No.	Name	Appointment	Cessation
1.	Shri Neelesh Shah, Director (Projects)	-	31.05.2021
2.	Shri Rajendra Chaudhari, Director (Commercial)	-	10.06.2021
3.	Shri TLN Reddy, Director (Projects) - Additional Charge	11.11.2021	-
3.	Shri Rajeev Kumar (Independent Director)	24.12.2021	-
4.	Shri Raghavendra Sharma (Independent Director)	24.12.2021	15.03.2022
5.	Shri Meghji Bhai Chavda (Independent Director)	24.12.2021	-
6.	Shri Bhimrao panda Bhosale (Independent Director)	24.12.2021	-
7.	Shri Asim Misra (Independent Director)	24.12.2021	-

The strength of the Board of Directors of NBCC as on March 31, 2022 was Ten (10), comprising of Three (3) Executive Directors (including CMD), two (2) Government Nominee Directors and Five (5) Independent Directors.

â¢ During the financial year 2021-22, the Ministry of Housing and Urban Affairs (MoHUA) vide Office Order No: O-17034/42/2021-PS (e-9118230) dated November 10, 2021 entrusted the additional charge of the post of Director (Projects), NBCC (India) Limited to Shri Tadi Lakshmi Narayan Reddy, Managing Director (HSCL) for a period of one year w.e.f. June 01, 2021 or till a regular incumbent joins the post or until further orders, whichever is the earliest. Accordingly, Shri Tadi Lakshmi Narayan Reddy, Managing Director (HSCL) has assumed the additional charge of Director (Projects) of NBCC (India) Limited w.e.f. November 11, 2021 and appointed as Whole-time Director(Director-Projects) of the Company with effect from the assumption of charge subject to approval of shareholders in Annual General Meeting. The tenure of Shri Reddy ended on May 31, 2022. Further, the Ministry of Housing and Urban Affairs (MoHUA) vide Office Order No: O-17034/42/2021-PS dated July 27, 2022, extended additional charge of the post of Director (Projects), NBCC to Shri Tadi Lakshmi Narayan Reddy , MD-HSCL for a period of six months w.e.f. 01.06.2022 or till a regular incumbent joins the post or until further orders, whichever is the earliest. Accordingly, Shri Reddy was appointed as Director (Projects) w.e.f. July 27, 2022 by Board of Directors.

â¢ Further, Dr. Jyoti Kiran Shukla (Independent Director) has been ceased from the Company w.e.f July 17, 2022.

The Independent Director, in the opinion of the Board, appointed during the FY 2021-22 possess integrity, requisite expertise and experience.

Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the FY 2021-22 are:

- Shri Pawan Kumar Gupta, Chairman & Managing Director

- Smt. B K Sokhey, Director (Finance) & CFO

- 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.

Declaration by Independent Director

All the Independent Directors appointed during the FY 2021-22 have met the requirements specified under Section 149(6) of the Companies Act, 2013 for holding the position of Independent Director'' and necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 was received.

Training of Directors

Your Company undertakes on-boarding training for its Independent Directors to initiate them to the organization and its various operations including strategy, operations, organization structure, human resource, technology, risk management etc.

During the FY 2021-22, Your Company has conducted the familiarization programme and provided them outbound trainings to make them abreast about 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/outbound trainings of Independent Directors. The Company''s policy on Directors'' Training can be accessed on the corporate website at the link, http://www.nbccindia.com/webEnglish/policies.

ANNUAL RETURN

A copy of the Annual Return required under section 92 of the Companies Act, 2013, would be placed at the website of the company at https://www.nbccindia.com/webEnglish/announcementNotices.

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. A detailed Business Responsibility Report is enclosed as Annexure-VI.

RESEARCH & DEVELOPMENT

The Research and Development (R&D) Policy of NBCC is:-

â¢ To provide a framework for the development of a research culture within NBCC, to improve research performance and to achieve high quality technology outputs.

â¢ To promote R&D activities as complimentary to construction activities so as to improve the quality of work and sustainability.

â¢ To contribute towards creation of wealth and well-being of the company and further the construction sector as a whole.

â¢ To be supportive of the organization''s aspiration to be a world class Construction Company.

NBCC''s all new projects are conceived/conceptualized in line with Bureau of Energy Efficiency (BEE) and GRIHA norms. Some of the Green Buildings executed by the NBCC are:-

â¢ Vanijya Bhawan , Delhi - GRIHA 3-Star rating

â¢ SPG Dwarka - LEED Platinum rating.

â¢ Garvi Gujarat Sadan - GRIHA 3-star rating.

â¢ New Madhya Pradesh Bhawan - GRIHA 3-Star rating

â¢ Central Information Commission Headquarters - GRIHA 4-star rating.

â¢ Income Tax office, Lucknow - GRIHA 3-star rating.

â¢ NIA Headquarters, Delhi - GRIHA 3-star rating.

â¢ MSTC Corporate Office, Kolkata - GRIHA 3-star rating.

â¢ India''s first and largest Green Home Campus at New Moti Bagh- IGBC-LEED Silver rating.

â¢ National Institute for Solar Energy (NISE), Gurugram - GRIHA 5-star rating.

â¢ Indian Institute of Corporate Affairs, Manesar- LEED Gold rating.

â¢ Civil Services Officers Institute (CSOI) New Delhi - GRIHA 3-Star rating.

â¢ Coal India Building Headquarters, Kolkata (WB) - GRIHA 4-Star rating.

â¢ Central Bureau of Investigation (CBI) H.Q. - LEED Silver rating.

â¢ Group Head Quarter for CISF at Ahmadabad - GRIHA 3-Star rating.

Besides the above, NBCC has setup a C&D waste recycling plant at the East Kidwai Nagar redevelopment for the manufacturing of bricks, which have been used in the project.

A) Conservation of Energy:

i. Steps undertaken or impact on direction of Conservation of Energy and absorption of technology, threats, Risk and Concern:

ii. Steps taken by the Company for utilizing alternative sources of energy:

â¢ Installation of Roof Top solar power panels, solar heater, solar street lighting etc.

iii. Capital investment on energy conservation equipments:

â¢ As most of the projects executed by NBCC are in line with the GRIHA norms, the equipments used are all energy efficient.

â¢ Installation of LED based lighting in all NBCC Buildings.

B) TECHNOLOGY ABSORPTION:-

i) The efforts made towards technology absorption:

â¢ 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:

â¢ Awareness about the new technologies and products is being imparted to the senior management for utilizing the same in the projects.

â¢ A circular has been issued for adoption of 54 nos. innovative technologies for the benefits of time saving, social benefits and environmental benefits.

â¢ A laboratory on Durable Construction testing has been set up for durable construction, testing, durability investigation and durability assessment of reinforced Concrete and masonry structures.

iii) In case of imported technology- NA

iv) Expenditure incurred on R&D activities in the FY 2021-22 was Rs. 26.11 Lakh.

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: Rs. 224,11,26,640/-Foreign Exchange Outgo: Rs. 28,60,81,316/-

PROGRESSIVE USE OF HINDI

The provisions of the Official Language Policy of the Government of India have been implemented in the company. Employees are encouraged to do their official work in Hindi. In the company, schemes like Hindi Noting-Drafting Incentive Scheme, Hindi Dictation Incentive Schemes etc. of the Department of Official Language, Ministry of Home Affairs have been implemented in which employees participate. Apart from this, In order to encourage the employees to do official work in Hindi more and more, an internal competition named Quarterly "Hindi Vyavhar Pratiyogita" has also been implemented for ''A'', ''B'' and "C'' Region. During the year, several efforts have been made in the company towards increasing the progressive use of Hindi. During the year 2021-22, quarterly meetings of Official Language Implementation Committee (OLIC) were organized regularly to review the progressive use of Official Language Hindi in the Company.

During the year, your Company organized Hindi workshops to promote official use of Hindi typing, Unicode, Hindi noting and drafting etc. in which participants from Corporate Office, RBG, SBG and Zonal Offices participated.

Hindi Pakhwada was organized from September 01, 2021 to September 14, 2021 with the objective to increase use of Hindi in official work in the corporate office. During this period, online Hindi quiz competition based on "Azadi Ka Amrit Mahotsav" and official language was organized from 03rd September to 09th September, 2021 in which the employees actively took part.

As per the directions of the Department of Official Language, Ministry of Home Affairs, a saransh digital board was installed at NBCC''s office at Pragati Vihar in which daily one Hindi word and its English meaning and epigram of great men etc. are displayed.

NBCC (India) Limited was conferred with the highest and prestigious Rajbhasha Kirti Award for the year 2020-21 in the Public Sector Undertaking category of Region ''A'' for its outstanding performance in the field of Official Language in a grand ceremony held at Vigyan Bhawan on 14th September, 2021 in the august presence of Hon''ble Home & Cooperation Minister Shri Amit Shah, Hon''ble State Home Minister Shri Nityanand Rai, Shri Ajay Kumar Mishra and Shri Nisith Pramanik.

RIGHT TO INFORMATION

The status of RTI received during the year 2021-22 is as follows:

(In Nos.)

RTI Application received

Rejected

Information

provided

RTI applications

Transferred to other public Authority

Returned to Applicant

Pending

Applications

412

293

103

Significant and Material Orders

There is no significant and material orders during the financial year 2021-22.

Insolvency and Bankruptcy Code, 2016

During the FY 2021-22, no application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016.

However, one wholly owned subsidiary Company of NBCC i.e. NBCC Engineering & Consultancy Limited (NECL) has been woundup by liquidator through voluntary winding-up under section 59 of the Insolvency and Bankruptcy Code, 2016 and an application was filed before Hon''ble NCLT for dissolution order of the Company. The order of Hon''ble NCLT for dissolution of the Company is awaited.

Reporting of frauds by Auditors

During the FY 2021-22, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against your Company.

One time settlement and valuation

During the financial year 2021-22, no event has taken place that give rise to reporting of details w.r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions.

Particulars of Employees

Similarly, Section 197 of the Act is also exempt for a Government Company. Consequently, there is no requirement of disclosure of the ratio of the remuneration of each Director to the median employees remuneration and other such details, including the statement showing the names and other particulars of every employee of the Company, who if employed throughout / part of the financial year, was in receipt of remuneration in excess of the limits set out in the rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1) / (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

GENERAL:

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 ESOS to the employees.

2. Neither the Chairman & Managing Director nor the Whole Time Directors (except Shri TLN Reddy - Director (Projects) -Additional Charge, who is Managing Director of HSCL, the subsidiary company) received any remuneration or commission from the subsidiary companies.

3. The company is compliant of the Secretarial Standards issued by the ICSI from time to time.

4. All directions issued by the Government of India during FY 2021-22 have been duly complied with by the Company.

DIVIDEND DISTRIBUTION POLICY	https://www.nbccindia.in/pdfData/policies/DividendDistributionPolicy.pdf
NBCC WHISTLE BLOWER POLICY	https://www.nbccindia.in/pdfData/policies/NBCC%20WHISTLE%20BLOWER%20P OLICY.pdf
CSR & SD POLICY	https://www.nbccindia.in/pdfData/policies/CSR%20and%20SD%20Policy%20202 1%20updated.pdf
RELATED PARTY TRANSACTION POLICY	https://www.nbccindia.in/pdfData/policies/NBCC_RPT_Policy_01.04.2019.pdf
TRAINING OF DIRECTORS	https://www.nbccindia.in/pdfData/policies/Training%20of%20BOD.pdf
NBCC POLICY ON DETERMINATION OF MATERIALITY OF EVENT/ INFORMATIONS	https://www.nbccindia.in/pdfData/policies/NBCC%20Policy%20on%20Determina tion%20of%20Materiality%20of%20Event%20or%20Information.pdf
NBCC POLICY ON MATERIAL SUBSIDIARIES	https://www.nbccindia.in/pdfData/policies/NBCC%20Policy%20on%20Material% 20Subsidiaries_06_08_2019.pdf
POLICY ON DIVERSITY OF BOARD OF DIRECTORS	https://www.nbccindia.in/pdfData/policies/Policy_on_board_of_diversity.pdf

5. The company have prepared the policies as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The link of the major policies on the website is given hereunder.

ACKNOWLEDGEMENT

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, DPE and MCA.

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.

On Behalf of the Board of Directors

Sd/-

Pawan Kumar Gupta

Chairman & Managing Director (DIN: 07698337)

Place: New Delhi Dated: September 05, 2022

Mar 31, 2021

On behalf of the Board of Directors, the achievements and highlights of your Company during the financial year ended March 31, 2021 and 61^stÂ Annual Report are hereby presented on the business and operations of NBCC (India) Limited and its AuditedÂ Financial Statements with the Auditors' Report and Comments on the Accounts by the Comptroller and Auditor General (CAG)Â of India.

Financial Highlights

The financial highlights for the year under review are as follows:

(Rs. in crore)
REVENUE	FY 2020-21		FY 2019-20
REVENUE	Consolidated	Standalone	Consolidated	Standalone
Value of Service	6739.94	4883.24	8027.50	5,179.72
Other Operating Revenue	92.13	64.21	59.57	30.61
Other Income	180.29	172.63	205.93	235.10
Total Revenue (A)	7012.36	5120.08	8,293.00	5445.43
EXPENDITURE	Â
Land Cost & Material Consumed	1.32	1.32	8.21	8.15
Change in inventories of Real Estate Projects	36.80	48.11	46.36	46.36
Work &Consultancy Expenses	6227.20	4469.12	7413.45	4,742.80
Employees Benefit Expenses	308.80	238.31	330.30	253.72
Finance Cost	6.62	6.60	6.69	6.66
Depreciation	5.57	2.31	6.50	2.77
Other Expenses	113.37	88.11	179.32	139.67
Write-offs	25.37	21.75	5.90	4.02
Total Expenses (B)	6725.05	4875.63	7,996.73	5204.15
Share of Profit/ (Loss)in Joint Ventures (Net of Tax)	(0.20)	-	0.86	-
Exceptional Items	-	-	-	-
Profit Before Tax (PBT) (A-B)	287.11	244.45	297.13	241.28
Tax Expense	Â	Â	Â	Â
i) Current Tax	63.83	60.63	77.23	63.79
ii) Deferred Tax	7.32	1.83	126.55	97.62
iii) Tax w.r.t. Earlier Years	(20.28)	(19.75)	(6.52)	-
Profit After Tax (PAT)	236.24	201.74	99.87	79.87
Earning Per Share (Basic & Diluted) (Face value of Equity Shares is Rs 1/- per share)	1.23	1.12	0.43	0.44

Operations and Business Performance

For the FY 2020-21, total income from operations was ' 5,120.08 crore (standalone) and ' 7,012.36 crore (consolidated) whereas profit after tax was ' 201.74 crore (standalone) and ' 236.24 crore (consolidated).

MoU Performance

NBCC is expected to achieve "Very Good" rating for the FY 2020-21.

Reserves

The Company did not transfer any amounts to its general reserve during the financial year ended 31^stÂ March, 2021.

Dividend

Your Directors have recommended a final dividend of ' 0.47/- per fully paid-up equity share of ' 1/- each (i.e. @47%) for the financial year 2020-21, subject to the approval of the members at the ensuing Annual General Meeting.

Dividend has been declared considering the Dividend Distribution Policy of the Company and the dividend payout has been recommended considering the deployment of the Company's internal accruals for growth plans.

Disinvestment by Government of India

There was not any disinvestment made by the Government of India (GOI) in the company during the FY 2020-21. The GOI's holding as on March 31, 2021 was 111,15,79,093 equity shares i.e. 61.75% of total paid up share capital of the Company.

ISO Certification

Your Company is a certified ISO 9001:2015 in Project Management & Consultancy.

Awards Conferred During the Year 2020-21

NBCC continued on the path of excellence and innovation, achieving several accolades and awards during the years follows:

â¢ Â Â Â Energy and Environment Foundation Global Award 2020: NBCC won the prestigious "The Energy and Environment Foundation Global Award 2020" Award in Platinum Category for "Mahatama Gandhi International Conference Centre, Niamey,Â Niger", constructed by the company.

â¢ Â Â Â NSCI Safety Awards: NBCC's project "Redevelopment of ITPO Complex into Integrated Exhibition-cum-Convention CentreÂ (IECC), Pragati Maidan, New Delhi" has won the "Prashansa Patra (Certificate)" for demonstrating the outstanding performance in occupational safety and health by National Safety Council of India, Ministry of Labour & Employment.

â¢ Â Â Â ELETS National PSU Award 2020: NBCC has been conferred the 5^thÂ National PSU Summit Award of Excellence for "Construction of Residential-cum-Training complex for Special Protection Group of Sector 21- Dwarka, New Delhi" under theÂ category building Sustainable Infrastructure & Development. The project SPG complex - II, sector 21 Dwarka, New Delhi isÂ certified by Indian green building council (IGBC) under platinum category in 2019.

â¢ Â Â Â "GREAT PLACE TO WORK" Recognition: NBCC yet again wins the coveted status of "Great Place to Work". This is the second consecutive year when NBCC has received this celebrated and distinguished status. Every year, The Great Place toÂ WorkÂ® Institute, a global benchmarking authority on workplace cultures after their extensive assessment on Quality ofÂ Employees Experience (Trust Index) and Cultural Audit of more than 10,000 organizations from over 60 countries certifiesÂ organizations as Great-Place-to-Work. This significant achievement of NBCC is a direct outcome of consistent efforts put inÂ by its HRM team and management.

Fixed Deposits

During the year under review, your Company has not accepted any deposit and no principal or interest was outstanding as on March 31, 2021.

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

Subsidiaries: During the FY 2020-21, the Company has total eight (8) subsidiaries in which six(6) are wholly owned subsidiaries (100%) namely NBCC Services Limited, NBCC Engineering & Consultancy Limited, NBCC International Limited, NBCC EnvironmentÂ Engineering Limited, HSCC (India) Limited and NBCC DWC-LLC (a foreign subsidiary), one (1) subsidiary (51%) i.e. HindustanÂ Steelworks Construction Limited and one (1) foreign subsidiary namely NBCC Gulf LLC, Oman where NBCC is holding 70% equity.

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.

The Board of Directors of NBCC and the Administrative Ministry i.e Ministry of Housing and Urban Affairs (MoHUA) has given their respective approvals to close down three wholly-owned subsidiary Companies of NBCC i.e. NBCC International Limited (NIL),Â NBCC Environment Engineering Limited (NEEL), NBCC Engineering & Consultancy Limited (NECL) and one foreign subsidiary i.e.Â NBCC Gulf LLC.

During the FY 2020-21, NBCC has filed application before Ministry of Corporate Affairs for merger of NBCC International Limited (NIL) and NBCC Environment Engineering Limited (NEEL) with holding company i.e. NBCC.

During the FY 2020-21, NBCC Engineering & Consultancy Limited has commenced its Voluntary Winding up and appointed Official Liquidator for the same.

During the FY 2020-21, NBCC Gulf LLC, Oman has commenced its Voluntary Winding up and finally liquidated on June 20, 2021.

The Company has formulated a policy on identification of material subsidiaries in line with Regulation 16(c) of the SEBI LODR Regulations and the same is placed on the website of the Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is provided in note to the consolidated financial statement.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available onÂ the website of the CompanyÂ http://www.nbccindia.com.

Company Response To Covid-19

During FY 2020-21, the COVID pandemic increased rapidly forcing Governments of most countries to enforce a lockdown of all activities. Leading to the various guidelines issued in India by the Central and State Governments and abroad byÂ various agencies on the Covid-19 pandemic. Your Company immediately took several measures to ensure health andÂ safety of its workers and other employees and thereafter, steps were taken to ensure business continuity of essentialÂ services and projects development.

Human Resource Development

The strong, dedicated and resilient workforce of NBCC continued to perform their duties, despite challenges posed by Covid-19. The total number of employees as on March 31, 2021 were 1496. NBCC takes pride in its highly motivated andÂ competent Human Resource that has contributed its best to bring the Company to present heights. Over all these years ofÂ Company's ascendancy, employees are the driving force behind the sustained stellar performance of your Company. As aÂ commitment towards your Company's core values, employees' participation in Management was made effective based onÂ mutual respect, trust and a feeling of being a progressive partner in growth and success.

The Company maintains cordial industrial relations with all Unions and Associations of the Company, and continued to provide comprehensive welfare facilities to its employees to take care of their health, efficiency, social well beings,

economic betterment, etc which motivate employees to perform with their best efforts at the workplace. HRM has always supported participative culture in the management decision making through a consultative approach whichÂ help in establishing harmonious relationship for higher productivity. Employees' participation is also ensured throughÂ information-sharing with on a regular basis which help employees share their suggestions and provide their support inÂ various decision making.

The Company believes in holistic and meaningful employee engagement; and their development to catalyse the emergence of the highest potential of employees. The Company appreciates the role of its human capital in propelling the CompanyÂ to new heights. During Covid-19 pendamic , the Employees from Human Resource Discipline were front runner to driveÂ the initiatives taken by the organization. The Human Resource officers acted as Covid Warriors and were responsible forÂ facilitating employees by providing the following:-

1. Â Â Â Arranging hospitalization, oxygen concentrators, medicines for employees and their dependents suffering withÂ Covid 19 pandemic

2. Â Â Â Facilitating Covid Vaccination to employees and their dependants throughout the Company

3. Â Â Â Arranging and providing food packets to needy people amid COVID pandemic

The Human Resource Division acted as savior by providing appropriate measure as per Government of India guidelines and other essential assistance to employees of the company.

The position of recruitment of SC/ST employee's, category-wise for the year 2020-21 is as under:-

Sl. No.	Group	General	OBC	EWS	SC/ST				Total
Sl. No.	Group	General	OBC	EWS	SC	%(SC)	ST	%(ST)	Total
1.	Group 'A'	04	03	01	01	9.09	02	18.18	11
2.	Group 'B'	00	00	00	00	00.0	00	0.0	00
3.	Group 'C'	00	00	00	00	00.0	00	0.0	00
Total		04	03	01	01	9.09	02	18.18	11

Directive issued by the Govt. of India from time to time for filling up of vacancies for SC/ST/OBC/Ex.-servicemen have been observed in the Company in true spirit.

Government instructions regarding reservation, relaxations, concessions & benefits as provided under rules for persons with disabilities (Equal Opportunities, Protection of Rights & full participations) Act, 1995 have been complied with.

Details on SC, ST, OBC, PWD

The company complies with Government of INDIA Directives on all matters related to Reservation to SC, ST, OBC, PWD and EWS, in various recruitment activities and special drives proper care is taken for extension of benefit of reservation to the applicant.

In addition to above, The Company has constituted SC/ST, OBC , PWD Cell which headed by senior officer alongwith dedicated Liaison officer who ensure proper justice is meted out to employees belonging to reserve category. Further, in compliance toÂ directives of Administrative Ministry, the company has also constituted Interval Grievance Rederessal Committee (IGRC) forÂ employees belonging to Scheduled Castes .

To ensure harmonious relations, the company organize various meetings at regular intervals with SC/ST Employees Welfare Association of the company and concerns , grievances highlighted during meeting are resolved amicably.

Further, during FY 2020-21, the company had organized various recruitment drives to fill up the backlog vacancies, details of the same are as below

TRAINING

Human Resource Development is the prime importance for any organization to achieve the organization's goal. Keeping in view the present innovative & challenging market, this division has arranged need based in-house and external training programs /Â technical workshops to make officials / employees aware of latest trends, techniques, and changes taking place in their respectiveÂ fields and to enhance their knowledge so that they work with more potential and zeal to achieve the organizational goal.

Discipline-wise details of officials/employees imparted internal training during FY 2020-21 is as under:

Industrial Relations

Industrial Relations scenario in the Company during the FY 2020-21 had remained peaceful and conducive. No man days were lost in strike etc., since all the industrial disputes and difference were resolved amicably across the table. Cordial & harmoniousÂ relationship maintained with all stake holders/Unions/Association. Structured meeting held regularly on quarterly basis.

Safeguard of Women at Workplace

An internal committee has been set up to redress the 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 ChildÂ Development. The Committee spread awareness amongst the employees regarding 'Zero Tolerance' for sexual harassment atÂ work place.

The committee also investigates reported cases of sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has on its roll 121 women employees in various cadres at the project andÂ office premises. There were NIL, cases filed during the financial year ended March 31, 2021.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as provided 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:

â¢ Â Â Â In the preparation of annual accounts for the financial year ended March 31, 2021, the applicable Indian AccountingÂ Standards read along with proper explanation to material departures; have been followed;

â¢ Â Â Â The Directors had selected such accounting policies and applied them consistently and made judgments and estimatesÂ 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 theÂ financial year and of the profit of the Company for that period;

â¢ Â Â Â The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordanceÂ with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud andÂ other irregularities;

â¢ Â Â Â The Directors had prepared the annual accounts on a going concern basis;

â¢ Â Â Â The Directors had laid down internal financial controls to be followed by the Company and such internal controls areÂ adequate and were operating effectively and;

â¢ Â Â Â The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that suchÂ systems were 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, M/s Dhawan & Co., Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Listing Regulations is attached toÂ Corporate Governance Report. The Corporate Governance Report for the year ended March 31, 2021 forms part of this reportÂ 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.Â The policy on materiality of related party transactions is available on the Company's website, at the linkÂ https://nbccindia.com/Â webEnglish/policies.

The related party contracts referred in section 188 of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure -III.

Quality Assurance/Quality Control Manual

Quality Assurance (QA) and Quality Control (QC) both are part of Quality Management System (QMS) wherein QA focuses on preventing the defects while QC focusses on identifying a defect.

So, QA/QC becomes very crucial in the field of construction and NBCC being India's one of the biggest organization in the construction field devoted itself towards QA/QC in the areas of its operations.

NBCC through its Technical/Quality audit division conducts the Technical/Quality audit of some selected projects on PAN India basis through a well designed and robust checklist so as to ensure the QA/QC is being followed at project sites.

Apart from carrying out the routine Audits, Special Audits of the certain projects are also carried out by the technical audit team as and when directed by the competent authority.

International Organization for Standardization (ISO)

NBCC through its ISO-cell conducts the ISO Audit of all Project sites earmarked in ISO and all RBGs/SBGs/Zones/Units/HOD-HO at a interval of 6 (six) months and 1 (one) year respectively through a well developed checklist to ensure that the Quality PolicyÂ and Quality Objective established by the company in its QMS is being followed stringently.

A) Quality Policy:

1. To keep on uplifting and maintaining the quality standards in providing Project Management Consultancy and ExecutionÂ of Projects in order to sustain a high level of customer satisfaction by comprehensively meeting the stated need of theÂ customers and proactively attending to their expectation.

2. Â Â Â To deliver projects in time and within cost with excellent quality and to become a trustworthy project managementÂ organization for esteemed customers.

3. Â Â Â To make quality an obsession and to carry commitments to comply with the applicable requirements and to continuallyÂ improve the effectiveness of our Quality Management System.

B) Quality Objectives:

1. Â Â Â To achieve time norms for completion of project as per schedule at least in 90% projects.

2. Â Â Â To ensure that customer complaints are redressed within 60 days.

3. Â Â Â To conduct structured review by all RBG/ SBG/ Zones at least once in a month to monitor the performance of externalÂ provider & progress of the project to achieve the time schedule, quality parameters & safety aspects of the projects.

4. Â Â Â Green Building Initiatives with 90% of green features in the Projects.

5. Â Â Â To organise training program related to the services offered by the organization & QMS in 100% cases of request received.

Safety

NBCC (I) Ltd. committed towards Safety and Health to all the employees who work in its areas of operation. The company is continuously striving to become a role model in implementing safe practices/measures to ensure the goal of achieving ZeroÂ harm at its work places.

The Safety Management Division, HO tries to ensure this goal of achieving zero harm at work places by:

a) Â Â Â Bringing awareness about the Safety Policy of the Company to all RBGs/SBGs/Zones/Units/HODs-HO by issuing the circularÂ and encourage them to implement the same.

b) Â Â Â Monitoring of safety aspects of the projects on Pan India basis. Obtaining Monthly Safety Feedback report from all RBGs/Â SBGs/Zones/Units.

c) Â Â Â Monitoring of relevant clauses of GCC (Contractors) which stipulate that the safety consultant/agency is to be deployedÂ for the projects valuing ' 50 crore, and above by all RBGs/SBGs/Zones/Units.

d) Â Â Â Proactive approach in assessment & mitigation of risks related to Safety and Health at work sites by conducting the safetyÂ audits at regular intervals of the project sites and by scrutinizing the daily/monthly safety feedback reports of work sites.

e) Â Â Â Strengthening of the safety standards in the organization by celebrating the National Safety day/week campaign (recentlyÂ 50^thÂ National Safety Day/Week campaign has been celebrated)

IT Division

With the aim of Digital NBCC, management envisaged the concept of "Paper Less Office" towards creating employee's friendly environment. Company took initiatives and implemented various IT activities in organization to make more efficient, seamless,Â transparent work environment, and to take a leap towards DIGITAL NBCC. All departments are integrated with ERP / DMS /Â e-Office for internal process.

IT division is providing following IT services to the corporation on pan India basis:

â¢ Â Â Â ERP- Employee Resource Planning (Web/Window)

â¢ Â Â Â E-office

â¢ Â Â Â Data Center - Virtualization

â¢ Â Â Â Disaster Recovery (DR)Â Â Â Â Site

â¢ Â Â Â DMS- Document Management System

â¢ Â Â Â Vendor Portal

â¢ Â Â Â Email

â¢ Â Â Â Video Conference

â¢ Â Â Â Cloud Services

Employee Resource Planning (ERP) - NBCC has implemented in-house ERP application which is software, placing its focus on integrating an organization, department and functions (HRM, Finance, Projects, etc.) into a single and integrated computerÂ system that aims to serve all those department needs. ERP software suites are built to collect and organize data from variousÂ levels of an organization and connect business activities across departments. ERP reduces the communication time, effectiveÂ communication and transparency within and outside the organization.

E-Office - NIC e-Office has been implemented to make the official communication time bound, easy tracking and faster, which has been procured from National Informatics Centre (NIC). E-Office, an integral part of NIC e-Office suite is a system designed forÂ the government departments, PSU's to enable paperless office by scanning registering and routing the inward correspondencesÂ along with creation of file, noting, referencing, corresponding attachment, draft for approvals and finally movement of files asÂ well as receipts. Adopting e-Office is resulting in number of benefits like bringing the transparency in the system, improvedÂ efficiency in working, easy searching and retrieving of files/ data, alerts on urgent files.

Disaster Recovery (DR) Site - Disaster Recovery (DR) site is a setup for recovery or continuation of IT infrastructure/services, which are vital to an organization after a natural or human-induced disaster. NBCC has setup its Disaster Recovery (DR) site atÂ BSNL datacentre, Ahmedabad.

Information Technology (IT) Security Policy - The Information Technology (IT) Security Policy is a consolidated compilation of standards and guidelines to secure usage of various information systems and services and also to protect the information assetsÂ of NBCC from all security threats. Information Technology (IT) Policy of NBCC has been formulated.

Email - Electronic Correspondence (Email) - All the communications internally as well as with the external is done via Emails, which is being provided from National Informatics Centre (NIC). All the employees have been provided with official mail id forÂ faster and paperless communication, with new domain i.e. @nbccindia.com.

Video Conferencing (VC) - It is a set of telecommunication technologies which allow two or more location to communicate by simultaneous two-way video and audio transmission. The use of technology has helped the organization in cost and time savingÂ of employees. All the interaction, feedback and interviews of employees outside Delhi/NCR for promotions in the DPCs or FTPsÂ are being conducted through VC.

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 policyÂ is attached as Annexure-IV and is also available on the Company's website, atÂ http://www.nbccindia.com/webEnglish/policies

Corporate Social Responsibility Committee (CSR) & Sustainability Development

The Company has Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Further, the Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013, which can be accessed on the Company's website, at the linkÂ http://www.nbccindia.com/webEnglish/policies.

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 and is enclosed 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.

MSME Implementation

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 toÂ procure the items specified from MSEs, including SC/STs. Necessary provision is made in all the tenders stating the eligibility ofÂ MSMEs to participate in the tender. As mandated in the Public Procurement Policy-2012 for MSMEs (issue by Ministry of MSME-Govt. of India), total amount spent on procurement through MSME was ' 2,40,23,752/- and most of the vendors' paymentsÂ have been released. The procurement is in line with Public Procurement Policy for MSME's notified by MSME, Govt of India.

Risk Management

NBCC has a well laid-down risk assessment and management process. A Board level Committee called Risk Management Committee (RMC) has been constituted in compliance with the requirement of the companies Act, 2013 and SEBI (ListingÂ Obligations and Disclosure Requirements) Regulations, 2015 to define a framework for identification, evaluation and mitigationÂ of risk in the decision making process of the business of NBCC and to protect the Company from risks and consequence in theÂ pursuit of Company's stated strategic goals and objective.

Company periodically analyzes the risks associated with its operations and takes all the necessary precautionary measures to manage and mitigate the risks.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial reporting in compliance with the provisions of Section 134(5)(e) of the Companies Act, 2013 and such internal financial controls over financial controls wereÂ operating effectively. During the financial year 2020-21, your company has redrafted the complete framework of internalÂ financial controls over financial reporting and ensured that such controls are in place through independent agency.

The controls have been designed to provide assurance with respect of maintenance of proper accounting records, ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, safeguarding of its assets,Â prevention and detection of frauds and errors and ensuring reliability of financial and operational information. The InternalÂ Control Systems (including Internal Financial Controls over Financial Reporting) are reviewed on an ongoing basis. NecessaryÂ changes are carried out by the management 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 SubDelegation of Power. These delegations are reviewed on timely basis in line with the needs of the Company.

The Company has in-house Internal Audit and Technical Audit Departments commensurate with its size of operations. The internal audit program, scope of audit and audit plan is approved from the Audit Committee. Internal audit is conducted throughÂ external audit firms and reports are deliberated with the management as well as the Audit Committee.

The Statutory Auditors and Audit Committee of the Board regularly reviews significant audit findings covering operational, financial and other areas and provides guidance on internal controls.

VIGILANCE ACTIVITIES AND INITIATIVES

The Vigilance function at the NBCC, 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 takenÂ in a professional, efficient and effective manner and same would be consistent, leading to good governance and corporateÂ excellence. The Vigilance Division of Corporation is under the charge of Chief Vigilance Officer (of the rank of Joint Secretary),Â who is from outside the cadre of NBCC.

NBCC, has observed 'Vigilance Awareness Week' with full enthusiasm from October 27, 2020 to November 2, 2020 on the theme "Integrity- A way of life". Among highlights of the week-long event organized by the Company, included release of VigilanceÂ Bulletin titled 'PARDARSHITA' and thought-provoking Posters brought out by Vigilance Department of NBCC to spread awarenessÂ and provide valuable insights on vigilant practices.

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:

Vigilance Division has been initiated by NBCC by introducing effective Vigilance MIS:

â¢ Â Â Â Complaint database is being maintained to effectively monitor their status resulting in reduction in their pendency.

â¢ Â Â Â Database is maintained of all cases pertaining to minor and major penalty proceedings. Status of all cases is regularlyÂ updated so as to keep track of the deadlines and actions required to be undertaken.

â¢ Â Â Â Database of all CTE para reports, CBI Cases and Departmental Inquiries is made so as to keep track of all of them.

â¢ Â Â Â Digitization of documents has been started as per CVC directives.

Vigil Mechanism/Whistle Blower Policy

The 'NBCC Whistle Blower Policy' has been formulated namely (i) to ensure greater transparency in all aspects of the Company's functioning by formulating a procedure for further enabling employees to bring to the attention of Company incidents ofÂ improper activities or violation of the Company's Service (Conduct) Rules and the Code of Business Conduct & Ethics for BoardÂ Members and Senior Management, and (ii) to provide necessary safe-guards for protection of employees from reprisals ofÂ 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 of the Company's Code of Conduct has been established which includes the duly adopted Whistle Blower Policy,Â uploaded on the Company's website at the linkÂ http://www.nbccindia.com/webEnglish/policies

Further, NBCC (India) Ltd. 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 transparencyÂ makes good citizens which never go out of business.

Investors Relation Cell

"NBCC" is committed to providing 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 Company'sÂ securities and enhances corporate governance by encouraging a culture of transparency in relation to the Company's corporateÂ 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 inÂ various Investors Conferences in India and overseas, in order to communicate with stakeholders, to enhance and strengthen itsÂ corporate governance & investor relations and to develop a strong bond with stakeholders.

The Company maintains a corporate website (http://www.nbccindia.com). The Company's business developments, financial reports, announcements, analyst meet and Investor conferences schedules, news releases and other information are posted onÂ the corporate website. Both current information and archives of previously released information including presentation slidesÂ and announcements are available under the "Investors" section of the 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 Company's securities by timely disclosure of information through Stock Exchanges.

Corporate Communication

During the last challenging year, this Division has successfully disseminated and exchanged news/information with all the publics' (external and internal) through well-articulated approach and unique ideations. Major focus was reinforcing the positiveÂ corporate image building and sustaining the identity of the Company. The Division accomplished number of activities during theÂ period and major ones include:

â¢ Â Â Â Successful interviews conducted with renowned national-digital and electronic media houses.

â¢ Â Â Â Overall support required for in-house events and activities such as Foundation Day, Annual General Meetings, VigilanceÂ Week and other such events.

â¢ Â Â Â Website content development and regular updation of information under the allied heads.

â¢ Â Â Â In-house content management for scheduled Calendar Events such as Earth Day, Environment day, Public Sector day,Â Women's Day, National festivals, etc.

â¢ Â Â Â Content Generation and designing for internal dissemination of CMD's messages & announcements for NBCC employeesÂ across different branches.

â¢ Â Â Â Extensive news coverage in print, electronic, broadcast and Social Media platforms through well-developed content andÂ creative mediums such as press releases, in-house designed creatives etc.

â¢ Â Â Â For enhanced engagement of various stakeholders, the social media platforms such as Facebook, Twitter and YouTubeÂ were evidently utilized for dissemination of important information and achievements of the Company.

â¢ Â Â Â Regular designing and publishing of various advertisements/NITs through empanelled Advertising agencies.

â¢ Â Â Â Content generation, designing, editing and co-ordination of Printing of Annual Reports of NBCC and its Subsidiaries.

Auditors and Auditor's ReportStatutory Auditors

M/s Dhawan & Co., Chartered Accountants, was appointed as Statutory Auditors for the financial year 2020-21 by the Comptroller & Auditor General of India (C&AG).

The notes on financial statements referred in the Auditor's 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.

Statutory Auditor placed a qualified Audit Report on Consolidated Financial Statement before the Board of Directors which forms part of this Annual Report. The management comments on each qualification made by statutory auditors forms part ofÂ this Annual Report.

Cost Auditors

M/s Chandra Wadhwa & Co., Cost Accountants (FRN-000239), are the Cost Auditors of the Company for the FY 2020-21 & 2021-22.

Secretarial Auditors

The Board has appointed M/s P. C. Jain, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2020-21. The Secretarial Audit Report for the financial year ended March 31, 2021 along with management reply is at Annexure-VI.

Comments of C&AG of India

Comptroller & Auditor General of India (C&AG) have given "NIL"comments on the financial statements (standalone and consolidated) of the Company for the FY 2020-21, forming part of this Report.

Audit Committee

The Company has constituted Audit Committee with the members i.e. Dr. Jyoti Kiran Shukla, Chairperson and Sh. Shyam Sunder Dubey, Sh. Rajendra Chaudhari & Sh. Neelesh Shah as members. The recommendations made by the Audit Committee areÂ accepted by the Board.

Number of Meeting of Board of Directors

Pursuant to the Companies Act, 2013 and the Rules framed there under, 7 (Seven) Board meetings were held in the FY 2020-21. The details of the meeting are at Corporate Governance Report forming part of this Annual Report.

Board of Directors and Key Managerial PersonnelAppointments/Cessations

During the FY 2020-21, there were no appointment/cessation of the board of directors in the company. However followings cessations have been made during FY 2020-21:

S. No.	Name	Cessation
1	Shri Neelesh Shah	31.05.2021
Â	Director (Projects)	Â
2	Shri Rajendra Chaudhari	09.06.2021
Â	Director (Commercial)	Â

The strength of the Board of Directors of NBCC as on March 31, 2021 was Seven (7), comprising of four (4) Executive Directors (including CMD), two (2) Government Nominee Directors and one (1) Independent Director.

Dr Jyoti Kiran Shukla, Independent Director was appointed on the Board of NBCC on August 1, 2019.

Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the FY 2020-21 are:

â¢ Â Â Â Shri Pawan Kumar Gupta, Chairman & Managing Director

â¢ Â Â Â Shri Rajendra Chaudhari, Director (Commercial) (upto June 09, 2021)

â¢ Â Â Â Shri Neelesh Manherlal Shah, Director (Projects) (upto May 31, 2021)

â¢ Â Â Â Smt. B K Sokhey, Director (Finance) & CFO

â¢ Â Â Â Smt. Deepti Gambhir, Company Secretary

The Ministry of Corporate Affairs vide 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 annualÂ evaluation shall not apply to Government Companies in case the Directors are evaluated by the Ministry which is administrativelyÂ in-charge of the Company as per its own evaluation methodology. Further, in line with aforementioned exemptions, SubSections (2), (3) & (4) of Sec. 178 regarding appointment, performance evaluation and remuneration shall not apply to DirectorsÂ 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

NBCC 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 conferencesÂ held in association with reputed institutions.

The Company has made the arrangement for internal training of Independent Directors. The Company's policy on Directors' training can be accessed on the corporate website at the linkÂ http://www.nbccindia.com/webEnglish/policies.

Annual Return

The copy of the Annual Return as provided under section 92 of the Companies Act, 2013 for FY 2020-21, would be placed at the website of the Company atÂ www.nbccindia.com.

Business Responsibility Report

The Business Responsibility Report (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 ofÂ the environment and society, and in line with its Corporate Governance guidelines. Detailed information on the Corporate SocialÂ Responsibility (CSR) activities is provided in the Business Responsibility Report at Annexure-VII.

Research & Development

The Research and Development (R&D) Policy of NBCC is:-

â¢ Â Â Â To provide a framework for the development of a research culture within NBCC, to improve research performance and toÂ achieve high quality technology outputs.

â¢ Â Â Â To promote R&D activities as complimentary to construction activities so as to improve the quality of work and sustainability.

â¢ Â Â Â To contribute towards creation of wealth and well-being of the Company and further the construction sector as a whole.

â¢ Â Â Â To be supportive of the organization's aspiration to be a world class Construction Company.

NBCC has been at the forefront of encouraging and adopting sustainable construction. Some of the research projects sponsored in line with sustainable construction are given below:-

â¢ Â Â Â Sustainable Construction & Reduction of Water Consumption in Construction - IIT Delhi.

â¢ Â Â Â Recycled Aggregate Concrete, an investigation of properties and Structural applications- IIT Roorkee.

â¢ Â Â Â Lesson from Green Residential Development- case of East Kidwai Nagar and New Moti Bagh by IIT Roorkee.

â¢ Â Â Â Characterization of Manufactured Sand and its effective utilization in Construction by CSIR-CBRI Roorkee.

â¢ Â Â Â Developing an integrated framework of Green Construction practices and implementation roadmap for NBCC- IIT Roorkee.

R&D in NBCC is focused on innovations in its three business areas - Project Management Consultancy, Real Estate and Engineering Procurement and Construction.

A) Â Â Â Conservation of Energy:

i. Â Â Â Steps undertaken or impact on direction of Conservation of Energy and absorption of technology, threats, Risk andÂ Concern:

â¢ Â Â Â NBCC has signed a Memorandum of Understanding (MoU) on December 18, 2017 with the Energy and Resources InstituteÂ (TERI) for the period of 5 years. Under the MoU, TERI will be providing advice and consultancy to NBCC on identifyingÂ solutions for sustainable development and implementation of GRIHA for new projects. TERI will also be assisting NBCCÂ in formulating sustainable development policy and long term sustainable development plan. Further, it will be givingÂ consultancy for conducting environment assessment and energy management in the existing projects among others.

ii. Â Â Â Steps taken by the Company for utilizing alternative sources of energy:

â¢ Â Â Â Installation of Roof Top solar power panels, solar heater, solar street lighting etc.

iii. Â Â Â Capital investment on energy conservation equipments:

â¢ Â Â Â As most of the projects executed by NBCC are in line with the GRIHA norms, the equipments used are all energyÂ efficient.

â¢ Â Â Â Installation of LED based lighting in all NBCC Buildings.

B) Â Â Â TECHNOLOGY ABSORPTION:-

i) Â Â Â The efforts made towards technology absorption:

â¢ Â Â Â Presentations of new products and innovative technologies of best in class companies are being organized.

ii) Â Â Â The benefits derived like product improvement, cost reduction, product development or import substitution:

â¢ Â Â Â Awareness about the new technologies and products is being imparted to the senior management for utilizing theÂ same in the projects.

iii) Â Â Â There were no expenditure incurred on R&D during the FY 2020-21.

C) Â Â Â 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: ' 13,42,67,799/-Foreign Exchange Outgo: ' 1,20,63,503/-Progressive Use of Hindi

The provisions of the Official Language Policy of the Government of India have been implemented in the company. Employees are encouraged to do their official work in Hindi. In the company, schemes like Hindi Noting-Drafting Incentive Scheme, HindiÂ Dictation Incentive Schemes etc. of the Department of Official Language, Ministry of Home Affairs have been implemented inÂ which employees participate. Apart from this, In order to encourage the employees to do official work in Hindi more and more,Â an internal competition named Quarterly Hindi Vyavhar Pratoyogita has also been implemented for 'A', 'B' and "C' Region.Â During the year, several efforts have been made in the company towards increasing the progressive use of Hindi. During theÂ year 2020-21, quarterly meetings of Official Language Implementation Committee (OLIC) were organized regularly to review theÂ progressive use of Official Language Hindi in the Company.

Hindi Pakhwada was organized from September 01, 2020 to September 14, 2020, with the objective of increasing the use of Hindi in official work in the corporate office and to promote the possibilities of working in Hindi. During this period, online HindiÂ quiz competition was organized through ERP from September 02, 2020 to September 10, 2020 in which the employees activelyÂ participated. Top 50 winners of online Hindi quiz competition were awarded with certificates and books of eminent authors.

According to the directions of the Department of Official Language, Ministry of Home Affairs, a Saransh digital board was installed at prominent place in Corporate Office for the display of the epigram of great men, today's Hindi word etc.

During Hindi Pakhwada Shri Vikram Singh, Hindi Pradhyapak, Central Hindi Training Institute, delivered a lecture on 'Unicode and Useful IT Tools on Computers' under the aegis of TOLIC Delhi (Undertaking-2) through video conferencing on SeptemberÂ 15, 2020 in which the employees working in the offices of NBCC all over the country, including the participants of the memberÂ offices of TOLIC Delhi (Undertaking-2) participated online. On the occasion of Hindi Day, an appeal was also issued by theÂ Chairman & Managing Director to encourage employees to work in Hindi.

The Ninth issue of NBCC's internal Hindi magazineÂ "fUek^ul HiKol"was also published during the year.

Hindi inspections done by the Official Language Division in Corporate Office and Regional Business Groups (RBGs) / Strategic Business Groups (SBGs) / Zonal Offices, to monitor the use of Official Language Hindi in day to day work.

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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 provideÂ information to citizens under the provisions of Right to Information (RTI) Act, 2005.

General:

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. Â Â Â There was no issue of shares under ESOS to the employees.

2. Â Â Â Neither the Chairman & Managing Director nor the Whole Time Director received any remuneration or commission fromÂ the subsidiary Company.

3. Â Â Â Provisions of Section 197 of the Companies Act, 2013 regarding disclosure of the ratio of the remuneration of eachÂ director to the median employee's remuneration and details of employees receiving remuneration exceeding limits asÂ prescribed from time to time in the Directors' Report is not applicable to NBCC being a Government Company pursuant toÂ MCA Notification dated June 05, 2015.

4. Â Â Â The Company is compliant of the Secretarial Standards issued by the ICSI from time to time.

5. Â Â Â Information on number of meetings of the Board held during the year, composition of committees of the Board and their

meetings held during the year, establishment of vigil mechanism/ whistle blower policy and web-links for familiarization/ training policy of directors, Policy on Materiality of Related Party Transactions and also on Dealing with Related PartyÂ Transactions and Policy for determining 'Material' Subsidiaries have been provided in the Report on Corporate Governance,Â which forms part of the Directors Report at Annexure-II.

6. All directions issued by the Government of India during FY 2020-21 have been duly complied with by the Company.

Acknowledgement

Your Board of Directors sincerely acknowledge the co-operation, guidance and support received from the Ministry of Housing and Urban Affairs, DPE, MCA, and other agencies of the Central and State Governments.

The Board is grateful to the contribution of contractors, vendors, consultants, and business partners in the implementation of various projects of the Company.

Your Directors thank all the shareholders and the members of NBCC Family for their trust and confidence reposed in the Board.

Further, the appreciation is placed on record for the untiring efforts and dedication made by the NBCCians at all levels, during the challenging and un-precedented COVID-19 pandemic situation, to ensure that the Company continues to grow, excel andÂ sustain.

On Behalf of the Board of Directors

Sd/-

Pawan Kumar Gupta

Place: New Delhi Â Â Â Chairman & Managing Director

Date: September 7, 2021 Â Â Â (DIN: 07698337)

Mar 31, 2018

DIRECTORS'' REPORT

Dear Shareholders,

The 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:

FINANCIAL HIGHLIGHTS

The financial highlights for the year under review are as follows:

(Rs. in Crore)

REVENUE	FY 2017-18		FY 2016-17
	Consolidated	Standalone	Consolidated	Standalone
Value of Service	6890.35	5871.69	7348.29	6211.17
Other Operating Revenue	51.25	33.32	76.36	68.21
Other Income	154.31	106.13	150.60	88.58
Total Revenue	7095.91	6011.14	7575.25	6367.96
EXPENDITURE
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
Finance Cost	24.92	00.21	28.91	0.72
Depreciation	5.11	02.71	5.39	2.60
Other Expenses	199.33	157.33	120.33	79.00
Write-offs	00.24	00.24	0.61	0.61
Total Expenses	6549.29	5508.52	7053.97	5880.31
Share of Profit/ (Loss)in Joint Ventures (Net of Tax)	0.58	-	0.11	-
exceptional Items	-	-	66.92	-
Profit Before Tax (PBT)	547.20	502.62	454.47	487.65
Tax Expense
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).

RESERVES

The Company did not transfer any amounts to its general reserve during the financial year ended 31st March, 2018.

DIVIDEND

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.

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 NBCC''s 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 Company''s paid-up Equity Shares Capital is Rs. 180 Cr. divided into 180 Cr. Equity Shares of Rs 1/- each.

MoU PERFORMANCE

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.

ISO CERTIFICATION

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

FIXED DEPOSITS

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

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:-

Sl. No.	Group	General	OBC	SC/ST				Total
				SC	% (SC)	ST	% (ST)
1.	Group ''A''	66	34	16	13.33%	04	3.33%	120
2.	Group ''B''	00	-	-	-	-	-	00
3.	Group ''C''	31	30	12	14.28%	11	13.09%	84
Total		97	64	28		15		204

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
No.of WE/PRW	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
1	Group ''A''	76
2	Group ''B''	15
3	Group ''C''	33
4	Group ''D''	-
	Total	124

(ii) Total Number Group-wise SC/ST/VH/HH/PH :

Sl. No.	Category of Posts (Group)	Nos. of employees
Sl. No.	Category of Posts (Group)	Total Employees	SCs	STs	VH	HH	PH (OPH)
1	Group ''A''	833	152	35	2	1	11
2	Group ''B''	138	24	7	2	2	1
3	Group ''C''	974	158	16	0	0	8
	Total	1945	334	58	4	3	20

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
BOARD LEVEL		3	-	-	-	-	-	-	-	3
CVO		-	-	-	-	-	-	-	1	1
	''A''	510	167	123	7	11	11	0	0	829
	''B''	88	1	19	0	2	28	0	0	138
	C''(i)	105	0	0	0	0	0	0	0	105
	(ii)	0	0	28	0	1	-	-	0	29
	(iii)	-	-	-	0	-	12	828	0	840
	TOTAL	706	168	170	7	14	51	828	1	1945

Number of people employed during the FY 2017-18:

Sl.No.	Group	No. of people employed
1.	Group ''A''	120
2.	Group ''B''	-
3.	Group ''C''	84
4.	Group ''D''	-
	Total	204

PAY REVISION

In accordance with the Instruction issued by DPE vide its OM No. W-02/0028/2017-DPE(WC)-GL-XIII/17 dated 3^rd August, 2017, OM No. W-025/0028/2017-DPE(WC)-GL-XIV/17 dated 4^th August, 2017, the Company implemented the directions as notified by Third (3^rd) Pay Revision Committee w.e.f. 01.01.2017 .

TRAINING

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:

Sl.No	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
2.	Vigilance
	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 NBCC''s 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.

INDUSTRIAL RELATIONS

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

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.

SAFETY

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 prioritizing safety and health of our people and incorporating this as a value. Safety is embedded across the organization 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 Company''s 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 Company''s website, at the link ''http://nbccindia.gov.in/nbccindia/nroot/njsp/Policies.jsp''

The Company also has a Sustainability Policy to ensure healthy well-being of 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.

MSME IMPLEMENTATION

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.

RISK MANAGEMENT

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 company''s 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 Company''s 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 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 year''s 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	Nature of pending cases
	FY 2017-18	Nature of pending cases
No. of cases pending at the beginning of the Financial Year No. of cases received during the Financial Year	41 9	The cases/Complaints are normally regarding procedural lapses, financial irregularities and Human Resource Management (HRM) related matters.
No. of cases disposed off during the Financial Year	20
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.

SYSTEMIC IMPROVEMENT

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 Company''s functioning by formulating a procedure for further enabling employees to bring to the attention of Company incidents of improper activities or violation of the company''s 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 Company''s Code of Conduct has been established which includes the duly adopted Whistle Blower Policy, uploaded on the Company''s website at the link.

http://www.nbccindia.gov.in/nbccindia/nroot/njsp/Policies.jsp

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 Company''s securities and enhances corporate governance by encouraging a culture of transparency in relation to the Company''s 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 Company''s 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 Company''s securities by timely disclosure of information through Stock Exchanges.

AUDITORS AND AUDITOR''S REPORT

Statutory Auditors

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 Auditor''s 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.

Cost Auditors

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.

Secretarial Auditors

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.

AUDIT COMMITTEE

The Company has constituted Audit Committee with the member''s 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

Appointments/Cessations

During the FY 2017-18, followings appointments and cessations were made:

S.No.	Name	Designation	Particulars	Date
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.

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 Company''s 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:

0 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 IGBC''s 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 N BCC 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 Government''s 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 organized and many employees took active part in it. Hindi Diwas was also celebrated in this month.

NBCC has been honored 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 organized 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

The status of RTI received during the year is as follows:

Mode of Application	RTI Application Received	RTI Applications				Pending Applications
		Rejected	Information Provided	Transferred to other public authority	Returned to Applicant
Hard Copy	275	02	228	30	0	15
Online	214	13	124	23	26	28
	489	15	352	53	26	43

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.

GENERAL:

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 Chairman-cum-Managing 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.

ACKNOWLEDGEMENT

Sd/-

Anoop Kumar Mittal

Chairman-cum-Managing Director

(DIN: 05177010)

Place: New Delhi

Dated: August 11, 2018

Mar 31, 2017

Dear Members,

The Directors are pleased to present the 57th Annual Report and the Audited Financial Statements for the Financial Year ended on March 31, 2017 together with the reports of Statutory Auditors and Comptroller and Auditor General of India thereon.

FINANCIAL HIGHLIGHTS

The financial highlight s for the year end for March 31, 2G17 under review are as follows:

REVENUE	FY 2016-17		FY 2015-16
	Consolidated	Standalone	Consolidated	Standalone
value or Services	6244.28	6211.17	5748.07	5734.56
Other Operating Revenue	63.63	68,21	78.31	77.87
Other Income	37,82	88,58	99.87	100.76
Total Income (A)	6400.73	6367.96	5926.25	5913.19
EXPENDITURE
Land Cost a Material Consumed	10.01	10-01	231.63	231-63
Increased/decrease) in stock	(152.261	(152.26)	(300.04)	(300.04)
Work & Consultancy Expenses	5716,82	5703,54	5250.68	5248.56
Employees Benefit Expenses	247.47	236,09	224.74	221.21
Finance Cost	0.72	0,72	1.32	1.32
Depreciation	2.61	2.60	2.45	2.45
Other Expenses	80.09	79.00	98.54	93.14
Write-offs	0.61	0.61	5.95	5.95
Total Expenses (B)	5906.07	5880.31	5515.27	5509.22
Share of Profit/ (Loss in Joint Ventures (Net of Tax)	0.11	-	(1.90)	-
Profit Before Tax (PBT) (A-B)	454.77	487.65	405.08	403.57
Tax Expense
i) Current Tax	168.70	164,55	142.54	139.74
ii) Deferred Tax	(11.98)	(11.54)	(22.74)	(22.73)
iii)Tax w.r.t. Earlier Years	116.461	(16.46)	-	-
Profit After Tax (PAT)	354.51	351.10	285 28	286.96
Appropriations:
Transfer to General Reserve	-	-	61.76	61.76
Dividend Paid	167.70	167.70	66.00	66.00
Dividend Distribution Tax (DDT\|	34,14	34,14	13.44	13.44

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS). Ind AS is mandatory applicable to Companies (listed and unlisted) whose net worth is equal to or greater than Rs. 500 crore and its subsidiaries, joint ventures or associate companies for the periods beginning on or after April 1,2016, with comparatives for the period ending March 31,2016 or thereafter.

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.

OPERATIONS AND 8USINE5S PERFORMANCE

Consolidated

During the year under review, the Company''s total income from operations increased by 8.01% i.e. to Rs. 6400.73 Cr. as compared to Rs. 5926.25 Cr. in the previous year and Profit After Tax (PAT) increased by 22.55% to Rs. 354.51 Cr. against Rs. 289,2SCr. in the previous year.

Standalone

During the year under review, the Company''s total income from operations increased 7.69%, i.e. to Rs. 6367.96 Cr. as compared to Rs. 5913.19 Cr. In the previous year, PAT increased by 22.35%, i.e. to Rs. 351.10Cr. as compared to Rs. 286.96 Cr. in the previous year.

RESERVES

The Company did not transfer any amounts to its general reserve during the financier year ended March 31,2017

DIVIDEND

Your Directors have recommended final dividend of Rs. 1.10/- per equity share of face value of Rs. 2/- each (i.e. @55%) for the financial year 2016-17, subject to the approval of the Members in the ensuing Annual General Meeting. An interim dividend of 53 paisa (i.e. @26.5%) per equity share of face value of Rs 2/- each has already been paid for the financial year 2016-17.

Dividend has been declared considering the Dividend Distribution Policy of the Company forms part of their report and the dividend payout has been recommended considering the deployment of the Company''s internal accruals for growth plans.

CHANGE IN SHARE CAPITAL AND DISIN VESTM ENT BV GOVERNMENTOF INDIA

During the financial year 2016-17, the One Equity Share of Rs. 10/- each was split into Five Equity 5hares of Rs. 2/- each. Further, the Company has issued Bonus Shares in the ratio of (one) bonus share of Rs 2/- each for every 2 {two) existing fully paid-up equity shares of Rs 2/- each and accordingly 30 (Thirty) Cr. Equity 5hares were issued pursuant to Bonus Issue and the paid up share capital of the company increased from Rs. 120 Cr. to Rs. 180 Cr

The Government of India (GOI) disinvested 15% of equity shares in NBCC through Offer For Sale (OFS) in October, 2016, for Rs. 2200 Cr. (approx). After the said disinvestment the shareholding of GQl reduced to 75% and share holding of Public increased to 25%

MoU PERFORMANCE

For the F V 2016-17, the targets and achievement as per the signed MoU are as follows:

Rs, in crore}

1.	TARGET 2016-17 As per the MoU with the Ministry - BT (Basic Target)
(i)	Turnover	: 6200
(ii)	Development of work: load / Order Bock	; 7200
(iii)	Revision of target during the financial year, if any, give details	: Nil
(iv)	ACHIEVEMENT 2016-17
(v)	Sales Turnover	: 6279.3B
(vi)	Net Profit	35109
(iii)	Order Book as on March 31, 2017)	: 65937.26

For the year 2016-17, based on the MoU parameters, NBCC is predicted to be slated "Excellent."

ISO CERTIFICATION

Your Company is a certified ISO 9001:2015 in Project Management & Consultancy.

AWARDS CONFERRED DURING THE YEAR 2016-17

NBCC continued on the path of excellence and innovation, achieving several accolades and awards during the year as follows:

"IEI Industry Excellence Award 2013 for contribution to Engineering Services and Consultancy.

''''India''s Top Challengers Award" and the ''''Fastest Growing Construction Company Award" by Construction World Magazine (ASAPP Media).

Excellence in Built Environment 2014-15 by the Indian Buildings Congress for the National Museum for Indian Cinema (NMEC), Mumbai

The Dun & Bradstreet PSU Awards 2016 under the "Contract and Construction Services Sector ''category.

Gold Award in Construction Sector by Genentech Foundation for N BCC''s East Kidwai Nagar project for outstanding achievements in safety management.

The News ink - PS U Shining Award''

pse excellence and award by the indian chamber of commerce for the categories: operational performance excellence and company of the year.

The 15th Annual Green tech Safety Awards 2016"by Genentech Foundation for Outstanding Achievement in Safety Management for Redevelopment of kidwai Nagar (East) project New Delhi.

The Bizz Award 2016 under the World Business Leader Category by world Confederation of Businesses,, Texas (US).

Golden Peacock A ward 2 016 for Overall" Business Excellenceâ by the Institute of Directors (IOD)

India Pride Awards 201S-2016 by the Daimk Bhaskar Group, under the Central PSUs category for "India Image Enhancement and Creating a Global Brand."

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposit and no principal or interest was outstanding as on March 31,2017.

LOAN, GUARANTEES AND INVESTMENTS

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two wholly owned subsidiaries ("NBCC Services Limited¹'' and "NBCC Engineering & Consultancy Limited" J and one Foreign Subsidiary "NBCC Gulf LLC", Oman as on March 31, 2017. In the year, 20IS NBCC entered into a Joint Venture with the Government of Rajasthan, to form the ''Real Estate Development and Construction Corporation of Rajasthan Ltd'', where both the parties have share holding of 50% of the issued share capital.

Further, with effect from April 01, 2017, Hindustan Steelworks Construction Limited (H5CL) has become a subsidiary on acquisition of its 51% share capital by NBCC.

Besides above, a new company "NBCC International Limited" was incorporated as wholly owned subsidiary on July 05,2017 to carry out the construction, real estate and project management consultancy business in overseas countries and another wholly owned subsidiary "NBCC Environment Engineering Limited" was incorporated on July 10, 2017 to carry out the business in the field of environment and sustainability

HUMAN RESOURCE

The Company appreciates the role of its human capital in propelling the Company to new heights.

The position of recruitment of SC/ST employeeâs category-wise for the year 2016-17 is as under:-

SI. No,	Group	General	OBC	SC	SC/ST %{SC]	ST	%(ST)	Total
1.	Group ^JA''	56	32	17	15,59%	04	3.66%	109
2.	Group ^J8''	01		-	-		-	-01
3.	Group ''C''	08	04	07	33-3 3%	02	9.52%	21
						Total		131

NBCC is compliant of all directives issued by the Government of India with respect to filling vacancies for SC/ST/O BC/ Ex.-servicemen.

No. of regular employees	1951
No. of NMR	0
No. of WE/PRW	0

No. of technicians on overseas projects : Nr!

IR scenario during the year: The Industrial Relations scenario in the Company during the year 2016-17 remained peaceful and conducive, and no man days were last in strikes or any other form of unrest. All industrial disputes and differences were amicably resolved. your Company maintained cordial and a harmonious relationship with all stake holders/Umons/Association during the year. Structured meetings were held regularly on quarterly basis.

Working Status of woman Employees in the company-category wise and SC/ST/VH/PH group-wise.

(i) Working status of Woman employees category-wise:

sr. no.	Category of Posts (Group)	Nos. of Woman employees
1	GourpA''	66
2	Gourp''B''	15
3	Groupâs	33
5	Groupâs''	-
	Total	*114*

(ii) Total Numbers. Group-wise SC/ST/VH/PH:

St, No.	Category of Posts (Croup)
		Total Employees	SCs	STs	VH	HH	PH (OPH)
1	Gourp''A''	305	155	30	2	1	15
2	Gourp''B''	109	18	7	1	-	1
3	Gourp''C	1037	167	9	1	-	9
	Total	1951	340	46	4	1	25

Manpower Status as on March 31, 2017 DISCIPLINE & CATEGORY WISE

Category		engineers IC/E/M/PHE/ EM/Arch./SYs. Engg./Plng. etc.)	Finance	HRM (Sectl/ RB/Law/Board/ CC/P&PI)	Marketing	Material Mgmt.	Technical (Other than Engrv) l-e, D PM/S PÂ£/PE/ASM /JSE/JE-l/JE-l /.JE-ll WI/AWI	Operative Level	Others	Total
BOARD LEVEL		2	1	-	-	-	-	-	-	3
cvo		-	-	-	-	-	-	-	1	1
	''A''	*491*	151	131	7	12	S	-	-	801
		55	3	18	-	2	31	-	-	109
	C(i)	73	-	-	-	-	-	-	-	73
	(itj	-	1	40	-	2	-	-	-	43
	ii		-	-	-	-	19	907	-	921
	TOTAL	611	157	1S9	7	16	S3	902	1	1951

Number of people employed during the year 20I6-17:

SI. No.	Croup	Nos. of people employed
1,	Group ''A''	109
2.	Group ''B^J	01
3.	Group ''C	21
4.	Group ^rD''	-
	Total	131

HUMAN RESOURCE DEVELOPMENT

NBCC recognizes that its human resource is valuable to its organizational goals. We are committed to provide our employees a meaningful and compelling work environment which motivates and inspires them to foster innovation, and stimulate performance. Your Company continued focusing on developing employee competency and improving overall organizational capabilities. We invested in learning and training sessions to coach, mentor and help employees develop themselves both personally and professionally. NBCC also recognizes the contributions of its workforce and rewards exceptional contributions to further motivate innovation and performance.

TRAIN1NG

Keeping in view the present innovative for challenging market, the organization has arranged need based in-Ho use 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.

To nurture its existing talent, your Company organized the following programs and initiatives during the period under review.

SI.Nd	Name of Programme	No. of Participants	Level of Officers Nominated
x.	Engineering Discipline
	a) 4 Programs on Project Management	84	CGM arid up to IE
	b} 5 Programs on Construction Safety	40	CGM and up to DPM
	c) Contract and Claim Management	21	AGM and up to JE
	d) How to Conduct Intensive Examination at Work (CTE Type)	17	AGM and up to PE
2.	Sustainability Development
	a \| Capacity Building for Greening the Building order & Architecture Education	20	AGM &up to PE
3.	Finance Discipline
	a) Service Tan with recent changes	19	ED up to GM
	b} Del hi Vat with recent changes	27	CGM up to MT
	c] programs on the implementation of and-AS and IFRS	205	ED up to WIT
4.	Vigilance
	a) Awareness of Vigilance Flu les & Regulation	22	AGM &up to AM of all disciplines
S.	General Programs
	a) 2 Programs on Leadership Enhancement and Development	BE	ED &up to AM of all disciplines
	b} Developing Meritocracy and Collaboration	22	AGM &up to MT of at disciplines
	c] Achievement Drive	20	GM &up to SSK of ail disciplines
	d) Program on Advance Excel	22	AGM &up to MT of all disciplines
	e) Attitude of Excellence	22	DGM &up to Executive
	f) Building Culture of High Effectiveness through The 7 habits of Highly Effective People	16	GM &up to MT of all disciplines

IN Austral RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The efforts of employees have enabled the Company to remain at the leadership position in the industry.

SAFEGUARD OF WOMEN AT WORKPLACE

The Sexual Harassment of Women at Workplace (Prevention; Prohibition and Redress al) Act, 2013, came into force on December 9,2013 with notification of rules by the Govt, of India, Ministry of Women and Child Development, The Act provides protection against sexual harassment of women permanent, contractual, temporary, trainees at workplace. The Company has been employing 114 women employees in various cadres at the Project and office premises. The company has constituted a committee in compliance to the Act to redress complaints 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. There were NIL cases filed during the financial year ended March 31,2017.

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 -1.

D IRE CTOR S'' RE S PONSIBIUTY STATE M E N T

Your Directors confirm that;

- in the preparation Of annual accounts for the financial year ended March 31, 2017, the applicable Indian Accounting Standards read with requirements set out under Schedule IM to the Act, have been followed and there are no material departure from the same;

-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 maternal 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 SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 and guidelines issued by DRE on Corporate governance. The Company has adopted various practices of governance confirming to the highest ethical and responsible standards of business, globally benchmarked.

The requisite certificate from the Statutory Auditors of the Company, Jagdish Chand a 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 31,2017 forms part of this report as Annexure-ll

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 co u I d be con side red material in accordance with t h e policy of the company on ma twenty of related party transaction. The policy on materiality of related party transactions is available on the Company''s website, at the link http://nbccindta.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 IBS of the Companies Act, 2013 in Form AOC-2 and enclosed as Annexure -HI

QUALITY A5SU RANCE/QUALITY CONTROL MANUAL

Purpose of Quality plan is to provide guidance for project execution, keeping in view the Quality system requirement as per ISO''S 001. Due care is taken to clearly $pacify how the requirement are to be taken care of and who is responsible for managing, performing and verifying the quality related activities at project site. A well-documented quality system, comprising quality manual, quality system procedures, work instructions and formats for creating records has been developed. The Company is committed to follow the quality norms and standardized specific process as specified in the contract to maintain the desired quality at all units. As part of the continuous apprising and to facilitate the functional requirements, a Quality Assurance/Quality Control Manual has been prepared and issued with reference to specific standards /general construction practice.

NBCC conducts the internal quality audits on planned basis during phase of project by quality department. The records of quality audit are maintained during and after completion of project. The respective Director reviews the quality audit and suggests the advisory measures and fixes the responsibility in case of any non-conformity. The internal quality audit involves two major activities: - Obtaining an understanding of management''s process for evaluating the effectiveness of the entity''s internal control and Performing procedures to obtain sufficient evidence about the design effectiveness and operating effectiveness of the entity''s internal control.

SAFETY

It is our aim to prevent accidents and cases of work-related ill health, as well as to provide adequate control of health and safety risks arising from work activities. We achieve this by undertaking relevant risk assessments and also ensure that required actions are taken to remove/control risks. It is ensured that the implemented actions have removed/reduced the risks and reported the findings of the risk assessments to all relevant employees quality department reviews the assessments periodically or when the or when the work activity changes, as the case may be. Safety in construction is not a matter to be taken lightly. In fact, safety needs to be the top most priority in every aspect of construction at all times. National Safety week has been celebrated at Head Office, organized by Quality Cell. NBCC is committed to safety of its employees and the people associated with construction activities at the site and around the site,

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the SEBl (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 Company''s we b site, at htt p://www.nbccindia.com/nbccindia/nroot/njsp/Policles.jsp,

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR) & SUSTAINABILITY DEVELOPMENT

The Company also has a Sustainability Policy to ensure healthy well-being of its stakeholders and protecting the environment. The policy guideline are integral to the way the company conduct 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.

T he 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 duty complied with by the Company.

MSME IMPLEMENTATION

NBCC has always worked to support Micro and Small Enterprises (MSEs) and local suppliers. Your Company has taken 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 M5ME- Govt, of India), against the target of 2D^o for procurement: from MSEs, the actual procurement from MSEs during the year was 47.35% i.e. Rs 18.30 lacs out of which procurement from SC/ST vendor was 13.99% i.e. Rs,2.56 lacs.

RISK MANAGEMENT

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 SEBl (Listing Obligation sand Disclosure Requirements) Regulations, 2015 to define a frame work 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 company''s stated strategic goals and objective.

Your Company periodically analyzes the risks associated with its operations and takes ail the necessary precautionary measures to manage and mitigate the known risks.

INTERNAL FINANCIAL CONTROL

The Board has accepted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, adequacy and completeness of accounting standards and the timely preparation of reliable financial disclosures. The Company''s internal controls system is commensurate with the nature, size and complexities of operations. These systems are regularly reviewed by the statutory, internal auditors and audit committee. Significant audit observations and follow up actions are reviewed by the audit committee. The Company''s internal financial controls ensures orderly and efficient conduct of its business, including adherence to the company policies safeguarding its assets preventing frauds maintaining accuracy of accounting records and timely preparation of reliable financial disclosures.

VIGILANCE ACTIVITIES

The Vigilance function with the NBCC is an integral part of the Management, The Vigilance Division is the nodal section for handling all Vigilance matters of the Company. NBCC firmly believes that with best practices, adequate controls and transparency in place, decisions are taken professionally, efficiently, effectively and consistently, leading to the 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 officials.

As part of the vigilance activities, NBCC maintains a complaint database to effectively maintain and monitor the status of the complaints and steps taken towards their redressal within a specified timeframe. The Company also maintains a record of all CTE par reports, CBI Cases and Departmental Inquiries. In accordance with the CVC directives, the company has initiated the process of digitalization of documents.

It is mandatory to acknowledge any grievance/representation within three days of receipt and dispose of the same within a period of one month after discussion with relevant authorities.

The Vigilance Awareness Week was observed in the Corporation & its attached RBG/ Zonal/ 5 BG offices from October 31,2016 to November 5, 2016. The week-long programme witnessed a number of activities including interactive sessions, debates, essay competition, seminars on stress management & ethics et. A special mention is made of the lecture on stress management and Ethics in Day to Day Life, given by Shri B.K. Pius of the Brahma kumaris Vishwa Vidyalaya.

NBCC has also successfully implemented the integrity pact in the Corporation after framing all related terms and conditions and amending the Works Manual and General Conditions of Contract. Two Independent External Monitors (lEMs) were also appointed with the approval of the CVC. As per the CVC Guidelines bit of the Integrity Pact has been reduced from Rs. 50 crore to Rs. 5 crore to cover up 90-95% of the projects in monetary terms..

VIGIL MECHANISM/WHISTLE SLOWER POLICY

The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractice, wrongful act, fraud, violation of Company''s code of conduct. A vigil mechanism for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation to the Company''s Code of conduct has been established which includes the duly adopted Whistle Blower Policy, uploaded on the Company''s website at the link.http://nbccindia.gov.in/nbccindia/nroot/njsp/policies.jsp.

INVESTORS RELATIONS CELL

In tune with the Company''s corporate governance policy of maintaining complete transparency, the Investors Relation Cell declares through Stock Exchanges all information that may have a material impact on the price or the value of the Company''s stock.

A designated Modal Officer organizes regular analyst/investor meet and addresses all queries that the investors may have. The Company''s business developments, financial reports, announcements, analyst meet & Investor conferences schedules, news releases and other information are posted on the Company''s corporate website. Both current information and archives of previously released information including presentation slides and announcements can be found under the "Investors''¹ section of the corporate website. For any further information, the investor relations cell can be contacted through the mail id i.e. [email protected]

POSTAL BALLOT

Your Company successfully conducted Postal Ballot seeking approval of the shareholders on the proposals by passing ordinary/special resolution viz.(i) for splitting of the company equity shares of Rs, 10/- each into five (5) equity shares of face value Rs,2/- (ii) To amend the Capital Clause in the Memorandum of Association of the Company and (iii) For change of name of the Company to "NBCC (India) Limited¹'' with consequential alteration to Memorandum of Association and Articles of Association of the Company.

The result of the Postal ballot was declared on May 02, 2016 and alt the resolutions were passed with requisite majority, in June, 2016, one Equity Share of Rs. 10/- was split into 5 Equity Shares of Rs. 2/- each. Further, with effect from May 23, 2016, the name of the company has been changed from "National Buildings Construction Corporation Limited" to "NBCC (India) Limited¹''.

Subsequently, in February 2017, the Company conducted the Postal Ballot for obtaining Shareholder''s approval for issue of Bonus shares in ratio of 1 (one) bonus shares of Rs, 2/- each for every 2 (two) existing fully paid-up equity shares of Rs 2/- each and as a result the paid up share capital of the company increased from Rs. 120 Cr. to Rs. 180 Cr.

The relevant resolution was passed by the members by physical ballot papers and e-voting.

AUDITORSAND AUDITOR''S REPORT

Statutory Auditors

M/s Jagdish Chand & Co., Chartered Accountants, was appointed as Statutory Auditors for the financial year 2016-17 by the Comptroller fit Auditor General of India {C&AG). The notes on financial statement referred in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditors'' Report is attached with financial statements and forms part of this Annual Report.

Cost Auditors

The Board has appointed M/s Ajay Kumar Singh & Co., Cost Accountants {FRN 000386), to audit cost records of the Company for the FV"2016-17.

Secretarial Auditors

The Board has appointed M/s JK Gupta & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the FY 201617,. The Secretarial Audit Report for the financial year ended 31st March, 2017 is at Annexure-VI. The said report does not contain any qualification, reservation and adverse remark except remarks on composition of board till July 22,2016.

COMMENTS OF C&AG

Comptroller & Auditor General of India (C&AG) has offered "NIL" comments on the financial statements of the Company for the FY 2016-17, which forms part of this Report.

AUDIT COMMITTEE

NUMBEROF MEETING OF BOARD OF DIRECTORS

Pursuant to the Companies Act, 2013 and the Rules framed there under, 7 (Seven) Board meetings were held in the financial year 2016-17 the details of the meeting are at corporate Governance Report forming part of this Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments/Cessations

During the FY 2016-17, sin independent Directors were appointed and Shri SK Chaudhary, Director (Projects) ceased to be director w.e.f. October 2 S, 20 16 on his selection as CMD_r IRCON. The strength of the Board of Directors of NBCC as on March 31, 2017 was eleven (11), comprising three (3) Executive Directors (functional Directors including CMD) and two (2) Government nominees and sin (6) independent Directors.

The Ministry of Housing and Urban Affairs (MoHUA) (formerly known as Ministry Urban Development), vide its letter no O-17034/35/2014-PS dated June 16, 2016, nominated six Independent Directors on the Board of NBCC. Now, the Company has optimum combination of executive and non-executive directors on its Board m compliance with requirement of provisions of the Companies Act, 2013 and SEBl (Li sting Obligations and Disclosure Requirements) Regulations, 2015.

Shri Manoj Kumar, Additional Secretary (D&C), MoHUA has been appointed as Government Nominee Director vice Shri D.S. Mishra, Secretary (M&UA) on NBCC Board vice President of India Order No. 0-17034/30/2014-PS, Dated August 08, 2017.

Details of Key Managerial personnel

The following are the Key Managerial Personnel of the Company for the FY 2016-17 are:

- Shri A.K.Mittai, Chairman cum Managing Director

- Shri S.KPal, Director (Finance)

- Shri 5. K, Cha u d h r y, Di rector (Project), Ceased w. e ,f. 2S. 10.2016

- Shri Rajendra Chaudhari, Director (Commercial)

- Smt. Deepti Gambhir. Company Secretary

NBCC being a Government Company, the appointment and performance evaluation of Directors are done by the Administrative Ministry.

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 m ad e there und e r.

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 up dated 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 Company''s policy on Directors âTraining can be accessed on the corporate website at the link, at the link http://nbccindia.gov.in/nbccindia/ nroot/njs p/Poleis. j sp.

EXTRACTOF 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 RESPONSIBILITY REPORT

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. NBCC has collaborated with JIT Roorkee to set up an R&D Centre on sustainable civil infrastruction with an aim study and leverage green alternative for construction activities.

The Research and Development (R&D) Policy of NBCC:

The objectives of R&D policy of NBCC to provide a framework for the development of a research culture within NBCC, to improve research performance and to achieve high quality technology outputs. To promote R&D activities as complimentary to construction activities so as to improve the quality of work and sustainability. To contribute towards creation of wealth and wellbeing of the company and further the construction sector as a whole. To be supportive of the organizationâs aspiration to be a world-class construction company.

Activities to Promote Sustain cable Construction

- Company''s al I new projects pre conceived/ conceptualize dignities with the Bateau of Energy Efficiency (BEE) a n d G RI HA norms.

- NBCC ha s consciously strived to deliver environmental development in the context of it s businesses. Our a pp roach to address environmental challenges is governed by our, integrated water management strategy low carbon growth strategy and improved efficiencies in natural resource usage. The following projects, undertaken in the FY 2016-17, stand testimony to our commitment to a green, clean world.

a. India institute of Corporate Affairs IICA Manesar LEED India Gold rating

b. Civilizer v ices Officers Institute {C501) in Ne w D e I hi- GRIH A 3 -Star Building.

c. National Institute of Food Technology Entrepreneurship and Management (NIFTEM) Stonecat, (HR)

d.. Aaykar Bhawantn NOIDA(UP)

e. SIE, Kolkata (WB)

f. Coal India Building, Kolkata (WB)

g. India^âs first and Largest Green Home Campus at New Moti Bagh-1G BC silver rating.

h. National Institute for Solar Energy (NISE), Gurga on, GRIHA 5 star rating.

I Central Bureau of Investigation (CBI) H.Q. building âGBC Green building certification trophy 2015 for silver rating.

- New Moti BaGH campus the zero waste project at GPRA Complex new moti Bagh kind initiatives in the country. The project has achieved significant results and appreciation from ministers, senior government dignitaries and media. NBCC has been conferred with Indian Green Building Council''s (IGBC) Silver Rating for its sprawling GPRA Complex, New Moti 15 Bagh. The award is a recognition of the green initiatives taken by NBCC in the colony with an encouraging as well as an active support of Ministry of Housing and Urban Affairs MoHUA) (Formerly Ministry of Urban Development) Government of India at every step and the colony has earned the rare distinction of being the country''s first and largest Certified green campus.

- Besides the above, NBCC has set up C&D aggregate waste recycling plant at the East Kidwai Nagar re-development project, for manufacturing of bricks

New Thrust Areas

Going forward, your Company has expanded its portfolio by undertaking redevelopment activities of government colonies, institutions and offices, with special focus on sustainable development through inclusive value chains. Currently, NBCC is undertaking redevelopment activities at East Ksdwai Nagar, NetajiNagar, Sarojini Nagar, Nauroji Nagarand AEiMS (Ansari Nagar and Ayurvigyan Nagar), New Delhi. The Company will further expand horizons to participate in the development of smart cities, TO GIVE SHAPE TO THE URBAN DEVELOPMENT VISION OF THE HONOURABLE PRIME MINISTER OF India shri Narendra Modi.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A) Conservation of Energy:

- Apart from concerted efforts to reduce energy consumption through stringent audits and benchmarking, NBCC is redefining sustainable development by implementing reduced energy consumption options in all its development

projects. Our green energy compliant projects have attracted higher GRIHA and green building ratings. We have already adopted alternative energy in the form of solar parson rooftops to generate power for LCD and LED lightings in all NBCC offices. The NBCC head office is GRIHA norms compliant. To emphasize again, all our projects are in line with the GRIHA norms.

- NBCC ha 5 entered into an MoU with IGBC to promote Green Buildings in the country. NBCC will suitably adopt IGBC Rating systems for their upcoming projects while IGBC would extend all soft support for designing, construction, operation and certification of green buildings. Besides, IGBC will also conduct workshops for NBCC teams to facilitate the adoption of green buildings.

B) Technology Absorption:-

Your Company continues to use the latest technologies for improving the productivity and quality of its services and products. To facilitate absorption of new technology, the Company undertakes regular training sessions for its employees including senior executives. The sessions include presentations on the use of innovative technologies by best-in-class Companies who use the opportunity to share knowledge and exchange ideas.

C) Foreign Exchange Earnings and Out go

During the financial year ended March 31,2017 the total foreign exchange earning was nil and total foreign exchange outgo was Rs. 72,20,32 7/-

PROGRESSIVE USE OF HINDI

The Company is proactive in implementing the provisions of Government''s Official Language Policy. Officers and Employees are encouraged to use Hindi in their daily routine. During the year 2016, quarterly meetings of Official Language Implementation Committee (OLIC) were held regularly to review the progressive use of the official language Hindi in the Company. Under the aegis of MoHUA a one-day bhasha Conference was organized on September 07, 2016, at Ghitorni, New Delhi. It was attended by 43 employees from several subordinate offices. Hindi Pnotsahan Mas was observed from September 01 to September 30, 2016. During the period, several activities were organized including lone-wise Hindi Vyavahar Pratiyogita . Hindi Diwas was celebrated on September 16, 2016 and on January 10, 2017, we celebrated the World Hindi Day. Hindi workshops and computer training programs were also organized throughout the year. Besides, Inspections were conducted by the Rajbhasha Division in the various Divisions at Corporate Office and Regional Business Groups {RBGJ/Strategic Business Groups (SBG) /Zonal Offices to oversee the use of Hindi in day-to-day working.

RIGHTTO INFORMATION

Right to In format ion {RTIJ 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 (RTIJ Act, 2005.

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 repo rt.

GENERAL:

Directors hereby state that no disclosure or reporting is required in respect of the following items as there were no transactions Don these items during the year under review:

1. There was n d issue of shares under ESOS to the employees.

2. Neither the Chairman-cum-M an aging Director nor the Whole Time Director received any remuneration or commission from the subsidiary company.

3. During the year under consideration, no employee was in receipt of remuneration in excess of limits prescribed under the revised provisions of section 197(12) of the Companies Act,20l3 read with Rule5(2) & 5(3) of the Companies {Appointment and Remuneration of Managerial Personnel Rules, 2014.

A. The company is compliant of the Secretarial Standards issued by the ICSl from time to time.

ACKNOWLEDGEMENT

At the outset, I wish to thank our esteemed shareholders, clients in India & abroad, Central and State Governments for their in us and look forward for the continuance of the mutually supportive relationship in future further I also wish to appreciate the hard work, dedication and commitment of the employees which has enabled the Company to touch the new heights during the year.

I sincerely appreciate the assistance and co-operation received from the Ministry of Housing and Urban Affairs and other Ministries, departments and agencies for their continued support during the year under review.

Sd/-

Anoop Kumar Mittal

PI ace : Ne w Delhi Chairman-cum-Managing Director

Date: August 14, 2017 (DIN : 05177010)

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 56^th Annual Report and the Audited Financial Statements for the Financial Year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

The financial highlights for the year under review are as follows:

(-in crore)

REVENUE	FY 2015-16		FY 2014-15
REVENUE	Consolidated	Standalone	Consolidated	Standalone
Turnover	5759.86	5749.23	4358.59	4360.97
0ther 0perating Revenue	78.40	77.87	41.25	41.14
Other Income	129.08	129.05	147.14	146.58
Total Revenue (A)	5967.34	5956.15	4546.98	4548.69
EXPENDITURE
Land Cost & Material consumed	232.63	232.63	179.65	179.63
Increased/(decrease) in stock	(301.13)	(300.04)	(155.13)	(150.77)
Work &Consultancy Expenses	5250.68	5248.56	3834.80	3834.84
Employees Benefit Expenses	225.79	222.26	195.25	195.14
Finance cost	36.76	36.77	40.24	40.25
Depreciation	2.23	2.23	2.34	2.34
0ther Expenses	72.71	71.19	52.67	51.94
Write offs	5.95	5.95	4.32	4.32
Prior Period Expenses	0.39	0.39	-	-
Total Expenses (B)	5526.01	5519.94	4154.14	4157.69
Profit Before Tax (PBT) (A-B)	441.33	436.21	392.84	391.00
Tax expense				391.00
Current Tax	142.18	139.38	110.73	109.87
Deferred Tax	(11.96)	(11.96)	3.83	3.83
Profit After Tax (PAT)	311.11	308.79	278.28	277.30
Appropriations:
Transfer to General Reserve	61.76	61.76	55.46	55.46
Proposed Dividend	120.00	120.00	66.00	66.00
Dividend Distribution Tax	24.43	24.43	13.44	13.44
(Rs,in Crores)
New Business secured	17516.53		7012.96
Balance work in hand	29782.80		18181.18

operations and business performance

Consolidated

During the year under review Company''s total income from operations increased by 32.69% i.e. to Rs,5838.26 cr as compared to -4399.84 cr previous year and Profit after tax increased by 11.80% i.e. to Rs 311.11 cr against Rs,278.28 Cr previous year.

Standalone

During the year under review Company''s total income from operations increased 32.37% i.e. to Rs,5827.10 cr as compared to -4402.11 cr previous year. Profit after tax increased by 11.36% i.e. to RS,308.79 cr as compared to Rs,277.30 cr previous year.

DIVIDEND

Your Directors have recommended dividend of Rs,2/- per equity share of face value of Rs,2/- each (i.e. @ 100%) for the financial year 2015-16, subject to the approval of the Members in the ensuing Annual General Meeting. The total dividend payable works out to Rs,120 cr (excluding dividend distribution tax of Rs,24.43 cr)

The dividend payout has been recommended considering the deployment of Company''s internal accruals for growth plans.

MOU PERFORMANCE

NBCC is signing MOU with the Ministry of Urban Development (MoUD) since 1992-93. The performance of NBCC has been rated âEXCELLENTâ by the Department of Public Enterprises for all the years except 2012-13, when NBCC was rated âVery Goodâ.

As per signed Memorandum of Understanding (MoU) for the FY 2015-16 with MoUD and the targets had been laid down as follows:

(Rs,in crore)

1.	TARGET 2015-16 (As per MOU with the Ministry - BT (Basic Target)
(i)	Turnover	4200
(ii)	Development of work load / Order Book	5500
(iii)	Profitability
	a) Gross Margin	457.80
	b) Net Profit	377.50
(iv)	Revision of target during the financial year, if any, give details	Nil
2.	ACHIEVEMENT 2015-16
(i)	Sales Turnover	5914.91
(ii)	Development of work load / Order Book (as on 31.03.2016)	17516.53

For the year 2015-16 based on the MoU parameters, NBCC is likely to be slated âExcellentâ.

order book

At the beginning of the financial year 2015-16 opening work order in hand was Rs,18181.18 crore and New orders of Rs,17516.53 crore were procured and work of Rs,5914.91 crore was executed, thus balance work order of Rs,29782.80 crore remained at the close of the financial year 2015-16.

ISO CERTIFICATION

Your Company is a certified ISO 9001:2008 in the field of Project Management & Consultancy.

AWARD AND ACCOLADES

NBCC has been bestowed with the following award:-

1. World Business leader Award at the BIZZ 2016 by World Confederation of Business.

2. Gold Award in construction Sector at 15^th Annual Greentech Safety Award 2016.

3. Golden Peacock Business Excellence Award 2016 by Institute of Directors (IOD).

4. R & M Property Award 2015-16 in two categories

(i) Excellence in CSR Initiative and

(ii) Trusted Developer of the Year

5. Governance Now PSU Awards 2015

6. Gold Trophy Award for its Pavilion- Smart Hub at IITF 2015.

7. International Excellence Award by Institute of Economics Studies (IES)

8. Energy and Environment Foundation Global Green Building Award 2015

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposit and no principal or interest was outstanding as on March 31, 2016.

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

NBCC has set up Subsidiary Companies viz NBCC Services Limited (NSL), NBCC Engineering & Consultancy Ltd. (NECL) and NBCC GULF LLC. NSL has been incorporated on October 16, 2014 with main objective to provide maintenance services and act as execution and implementation agency to undertake CSR Projects on behalf of its own and other organizations and related activities. NECL has been incorporated on December 15, 2015 by NBCC to undertake consultancy works. NBCC GULF LLC was incorporated on July 13, 2015 in the Sultanate of Oman to carry out building and civil construction work in gulf countries.

Real Estate Development & Construction Corporation of Rajasthan Limited (REDCCOR) was incorporated as Joint Venture Company with Govt. of Rajasthan on September 07, 2015 under the Companies Act, 2013 in order to look into various re-development projects in the state of Rajasthan.

HUMAN RESOURCE

The Company appreciates the effort of its competent human resources which has been instrumental in taking the Company to its present heights:

Manpower Profile (Discipline & Category Wise) as on 31.03.2016 is as under:

Category	Engineers (C/E/M/ PHE/EM/ Arch./Sys. Engg./Plng. etc.)	Finance	HRM (Sectl./ RB/ Law/ Board/ CC/ P&PI)	Material Mgmt.	Technical (other than Engrs.) i.e. DPM/SPE/ PE/ASM/JSE/ JE-I/JE-II/ WI/AWI	operative LEVEL	others	TOTAL
board LEVEL	3	1	-	-	-	-		4
cvo	-	-	-	-	-	-	1	1
âA''	446	147	129	11	6	-	-	739
âB''	69	3	22	4	31	-	-	129
C''(i)	85	-	-	-	-	-	-	85
(ii)	-	3	46	2	-	-	-	51
(iii)	-	-	-	-	28	936	-	964
âD''	-	-	-	-	-	24	-	24
total	603	154	197	17	65	960	1	1997

Directive issued by the Govt. of India from time to time for filling up of vacancies for SC/ST/OBC/Ex.-servicemen have been followed in true spirit.

The position of recruitment of SC/ST employee''s category wise for the year 2015-16 is as under:-

II	*Sl.* *No.*	*Group*	*General*	*OBC*	*SC/ST*				*Total*
II	*Sl.* *No.*	*Group*	*General*	*OBC*	SC	*%(SC)*	ST	*%(ST)*	*Total*
	1	*Group âAâ*	38	12	09	*15%*	01	*1.66%*	60
	2	*Group ''B''*	-	-	-	-	-	-	-
	3	*Group âCâ*	09	5	02	*10.53%*	03	*15.78%*	19
	4	*Group âDâ*	-	-	-	-	-	-	-
	*Total*		47	17	11	*25.53%*	04	*17.44%*	79

III Total Employees details, Group wise SC/ST/VH/PH is as follows :-

*Sl. No.*	*Category of Posts*		*Nos. of employees*
	*(Group)*		*Total Employees*	*SCs*	STs	VH	*PH(OPH)*
1	Gourp''A''		744	150	25	-	15
2	Gourp''B''		129	20	7	1	2
3	Gourp''C''		1100	14	6	-	-
4	Gourp''D''		24	-	-	-	-
		Total	1997	184	38	1	17

IV Working status of Woman employee''s category wise:

*Sl. No.*	*Category of Posts (Group)*	*Nos. of Woman employees*
1	Gourp''A''	61
2	Gourp''B''	14
3	Gourp''C''	37
4	Gourp''D''	-
Total		112

HUMAN RESOURCE DEVELOPMENT

With a view to attain the operational excellence, rigorous and constant efforts are being carried out to meet the organization expectations as well as keeping pace with the changing industrial scenario. In the FY 2015-16, several new policies were introduced and required old policies were modified focusing on Employee Centric Approach. Further, many initiatives were taken towards creation of proficient HR Systems leading to increased transparency and effective communication system in the Company.

All the grievances related the employee has been disposed off during the period 2015-16 by Central Grievance Committee in time.

The Organization has developed Training Policy, keeping in mind the functional and behavioral skills of the employees desired at various levels. The External Training Division deals with the nominating employees for the best in class trainings being conducted by the various reputed institutes in the country. Especially in the area of external trainings, the policy guidelines have been issued for nominations under which the procedure of SELF NOMINATION has been adopted to create a system transparency and to encourage the self learning among employees.

Training

Keeping in view the present innovative & challenging market, the organization 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 2015-16 is as under:

Sl. No.	Name of Program	No. of Participants	Level of Officers Nominated
I.	Engineering Discipline
1	2 Programs on Project Management in Construction Industry including MS Project & Excel	51	PM and up to JE
II.	Sustainability Development
	Sustainable Buildings Policies & Practices / Green Rating Project	20	DGM & up to PE
III.	Finance Discipline
a)	Services Tax, VAT & Cess	21	CGM & up to Manager
b)	Forex& Treasury Management	18	CGM & up to Manager
IV.	Vigilance
	Rules & Regulations	25	For all disciplines GM & up to AM
V.	General Programs

Sl. No.	Name of Program	No. of Participants	Level of Officers Nominated
a)	Integrity Pact	22	GM & above of all disciplines
b)	Road Map to Success	22	GM & above of all disciplines
c)	Strategy Management / Creativity & Innovation	23	DGM & above of all disciplines
d)	2 Programs on Advance Excel	36	All levels in all disciplines.

Four Days'' (each location) Program on Multi-skilling for non-executives was conducted at five locations i.e. Kharagpur, Bhubneshwar, Surat, Bhopal & Delhi.

One Day Program for Drivers regarding updating of road safety / updating of traffic rules etc. was conducted at EDC, Ghitorni, which was attended by 30 participants.

In addition, 21 Days In-house Residential Orientation Program for 40 new recruiters in Engineering Discipline for DPMs, JE/MTs was arranged at Tivoli Garden Resort.

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 NBCC''s work culture.

CSR Sensitization Program at three different locations i.e. at Bhubneshwar, Surat & Delhi was conducted. Total participants attended the Program were 190.

INDUSTRIAL RELATIONS

During the FY 2015-16, no man days were lost in strike etc., since all the industrial disputes and difference were resolved amicably across the table. Cordial & Harmonious relationship was maintained with all stake holders/Unions/ Association etc. through structured meetings held periodically.

policy against sexual and workplace harassment

We are continuously striving towards gender sensitization amongst our employees. Your company scrupulously complies with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. To redress the issues of Sexual Harassment at workplace Special Cell have been constituted, for taking disciplinary action against the delinquent employees.

For the year 2015-16, under review there were one case filed & resolved pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

official language

Pursuant to the provisions of Government''s Official Language Policy, the 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, Hindi Incentive Allowance to Stenographers and Typist for doing official work in Hindi etc. have been implemented in the Company in which employees participated. Quarterly meetings of Official Language Implementation Committee (OLIC) are held to review the progressive use of official language ''Hindi'' in the Company.

Hindi Protsahan Mas was observed from September 01 to September 30, 2015 in which various activities were organized and many employees took active part in it. Hindi Diwas was also celebrated in this month. On December

14, 2015, Swarachit Kavita Path Pratiyogita (Self composed Poetry competition) organized in which employees of many PSEs participated. Winners have been awarded with Prize, Certificate and Shield. NBCC has been honored during Town Official Language Committee meeting on 25.02.2016 for organizing Kavita Path Prtiyogita . Shri Rajendra Chaudhary, Director (Commercial) received Shield from Secretary, Official Language, Ministry of Home Affairs. During the year First issue of NBCC House Magazine NBCC NIRMAN BHARATI in Hindi also published. For the year 2015-16, Quarterly Hindi Vyavhar Pratiyogita (Use of Hindi in day to day official work) has been organized 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 in the quarterly General Manager''s Conference.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report as Annexure - I.

directorsâ responsibility statement

Your Directors confirm that:

- in the preparation of annual accounts for the financial year ended March 31, 2016 , the applicable 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 31,2016 and of the profit of the Company for the period ended on that date ;

- the Directors have prepared the annual accounts on a going concern basis;

- the Director has 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 is committed to maintain the highest standards in Corporate governance so as to ensure highest level of transparency to meet the stakeholders'' expectations.

The Company complies with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and guidelines issued by DPE on Corporate Governance.

The Corporate Governance Report for the year ended March 31, 2016 forms part of this report as Annexure- II.

contracts and arrangements with related parties

Particulars of contracts/ arrangements/ transactions referred to in section 188(1) of the Companies Act, 2013 in prescribed Form AOC-2 as enclosed to this Report as Annexure -III.

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 as approved by the Board is available on the Company''s website at the link http://nbccindia.com/nbccindia/nroot/njsp/Policies.jsp

QUALITY CELL

NBCC conducts the internal quality audits on planned basis during phase of project by quality department. The records of quality audit are maintained during & after completion of project.

The respective Director reviews the quality audit and suggests the advisory measures and fixes the responsibility in case of any non-conformity.

The internal quality audit involves two major activities:

- Obtaining an understanding of management''s process for evaluating the effectiveness of the entity''s internal control.

- Performing procedures to obtain sufficient evidence about the design effectiveness and operating effectiveness of the entity''s internal control.

QUALITY ASSURANCE/QUALITY CONTROL MANUAL

Company is committed to follow the quality norms and standardized specific process as specified in the contract to maintain the desired quality at all units. As part of the continuous apprising and to facilitate the functional requirements, a Quality Assurance/Quality Control Manual has been prepared and issued with reference to specific standards/ CPWD specifications/general construction practice.

SAFETY

Safety in construction is not a matter to be taken lightly. In fact, safety needs to be the top most priority in every aspect of construction at all times. National Safety week (4th- 11th March, 2016) has been celebrated at Head Office, organized by Quality Cell & General Guidelines for Safety has been released by the CMD on this occasion to facilitate the requirements of Safety at project sites.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR) & SUSTAINABILITY development

The Company''s Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board CSR Policy which can be accessed on the Company''s website at the link http://nbccindia.com/nbccindia/nroot/njsp/ Policies.jsp

The Company also have a Sustainability Policy to affirm its commitment in contributing towards a clean and sustainable environment and make it an integral part of the construction as well as business operations of the Company with a view to preserve the mother earth and environment and give our customers, stake holders, society at large and future generations good quality of life and a better place to live.

The Committee has also recommended the CSR activities in compliance to Schedule VII to the Act. The Annual Report on CSR activities forms part to this Annual Report as Annexure-IV.

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.

MSME IMPLEMENTATION

Total purchase of stationery including printing, toner etc. is amounting to Rs,28.08 lacs for the year 2015-16 out of which Rs,12.92 lacs i.e 46% of total purchase, was procured through MSMEs. Nothing remains unpaid to the supplier at the end of the financial year 2015-16.

RISK MANAGEMENT

The Company has formed a Risk Management Committee which monitor the principal risks and uncertainties that may affect the functioning of the Company. The Company''s risk management policy is available on the website at the link. http://nbccindia.com/nbccindia/nroot/njsp/Policies.jsp

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls for ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention of frauds, accuracy of accounting records and timely preparation of reliable financial disclosures.

VIGILANCE ACTIVITIES

The vigilance function with the Company is an integral part of the management. Vigilance Division is the nodal section for handling all vigilance matters of NBCC. It believes that with best practices, adequate controls and transparency in place, decisions taken will be professionally, efficiently, effectively and consistently, leading to the corporate excellence. The Vigilance Division of the Company is under the charge of Chief Vigilance Officer (of the rank of Joint Secretary), who is from outside the cadre of NBCC officials. Vigilance Awareness Week was observed in the Company & its Zonal/ SBG/ RBG offices from October 26, 2015 to October 31, 2015 with the theme âPreventive Vigilanceâ.

Measures taken for systemic improvement related to Vigilance:

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 on all of them. Digitization of documents has been started as per CVC directive. Action has been taken for online filing of Annual Property Return from this year i.e. 2015. APR in respect of all employees in A&B category has been uploaded on the website for promoting transparency. Summer Training Policy/ Internship uploaded in ERP for better transparency. Streamlining of financial power six months prior to superannuation of officers holding the key positions is one more initiative taken to improve transparency. HRM division issued a circular that any grievance/ representation will be acknowledged first within 3 days and then it will be disposed off within one month after discussing with appropriate authorities

VIGIL MECHANISM

The Company has well placed vigil mechanism for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation to the Company''s Code of conduct which includes the duly adopted Whistle Blower Policy uploaded on Company''s website at the link. http://nbccindia.com/nbccindia/ nroot/njsp/Policies.jsp

investors relations cell

The Company''s Investors Relation Cell deals with the investors of the Company. 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 Company''s Stock by timely disclosure of information through Stock Exchanges and enhances Corporate Governance by encouraging a culture of transparency in relation to the Company''s corporate activities and proposals.

A designated Nodal Officer organizes regular analyst/investor''s meet and settles their queries suitably. The Company''s 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 âInvestorsâ section of the corporate website. The e-mail id of the concerned cell is [email protected]

postal ballot

Your Company successfully conducted Postal Ballot in the current financial year seeking approval of the shareholders on the proposals by passing ordinary/special resolution(s) viz. (i) Approval for splitting of the Company''s equity shares of Rs,10/- each into five (5)equity shares of face value Rs,2/- each, (ii) Approval to amend the Capital Clause in the Memorandum of Association of the Company and (iii) Approval for change of name of the Company to âNBCC (India) Limitedâ with consequential alteration to Memorandum of Association and Articles of Association of the Company.

The result of the Postal ballot was declared on May 02, 2016 and all the resolution were passed with requisite majority.

auditors and auditorâs report

Statutory Auditors

M/s Jagdish Chand & Co., Chartered Accountants, was appointed as Statutory Auditors for the financial year 201516 by the Comptroller & Auditor General of India (C&AG). The notes on financial statement referred in the Auditor''s Report are self explanatory and do not call for any further comments. The Auditors âReport is attached and forms part of this Annual Report.

Cost Auditors

M/s Shome & Banerjee, Cost Accountants were appointed as Cost Auditor of the Company for the financial year 2015-16.

Secretarial Auditors

The Company had appointed M/s PC Jain & Company, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report is annexed and forms part of this Annual Report in Annexure-V

COMMENTS OF C&AG

Comptroller & Auditor General of India (C&AG) has offered âNILâ comments on the financial statements of the Company for the FY 2015-16 which forms part of this Report.

AUDIT COMMITTEE

The Company has constituted Audit Committee with the member''s viz. Shri Durga Shanker Mishra, Chairman, Smt Jhanja Tripathy and Shri S K Chaudhary as members. The recommendations made by the Audit Committee are accepted by the Board.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Pursuant to the Companies Act, 2013 and the Rules framed there under, 7 (Seven) Board meetings were held in the financial year 2015-16. The details of the meeting are at Corporate Governance Report forming part of this Annual Report.

board of directors and key managerial personnel

Appointment / Cessation etc.

During the financial year 2015-16 no appointment and cessation has taken place. The strength of the Board of Directors of NBCC as on March 31, 2016 were six (6), comprising four (4) Executive Directors (Functional Directors including CMD) and two (2) Government Nominee Directors.

Ministry of Urban Development (MoUD) vide its order no O-17034/39/2014-PS dated June 16, 2016 nominated six Independent Directors on the Board of NBCC. Now, NBCC has optimum combination of executive and non-executive directors on its Board. All Independent Directors have submitted their Declaration of Independence & others requisite Disclosures to the Company. These Independent Directors hold office till 56^th Annual General Meeting & being eligible are recommended for re-appointment. Mr. S.K. Pal, Director (Finance) retires by rotation & being eligible offers himself for re-appointment.

Details of Key Managerial Personnel

The Key Managerial Personnel of the Company for the FY 2015-16 are as follows:

- Shri A.K.Mittal, Chairman-cum-Managing Director

- Shri S.K. Pal, Director (Finance)

- Shri S.K.Chaudhary , Director (Projects)

- Shri Rajendra Chaudhari, Director (Commercial)

- Smt. Deepti Gambhir, Company Secretary

TRAINING OF DIRECTORS

Company strongly believes in continuous learning. Training and familiarization programme for Directors is conducted on their joining of NBCC, the presentation to the inductee directors are given by the senior managerial personnel on the Company''s strategy, operations, organization structure, human resource, technology, risk management etc.

They are updated on the development in Corporate Governance norms from various statutory bodies to understand their duties and responsibilities in a better way which helps in their efficient discharging of the same. Besides, as a part of the continuous learning participation in seminars and conferences designed for Board level executives by renowned institutes is permissible.

The Company has a policy on Training of Directors available on its website at the link. http://nbccindia.com/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 is forming part of the Annual Return as Annexure -VI

BUSINESS RESPONSIBILTY REPORT

The (BRR) as stipulated under Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given as Annexure-VII and Forms part of the Annual Report.

conservation of energy, technology absorption and foreign EXCHANGE EARNING AND OUTGO

Conservation of Energy

- The stress is given to minimize the energy consumption in all new building projects (in achieving higher GRIHA and green building rating) by adopting to the best available power saving technologies like Solar Panel based in house roof top power generation, switching over from LCDs to LED lightings has already been accomplished in all NBCC offices. Besides most of the projects executed by NBCC are in line with the GRIHA norms, the equipments used are all energy efficient.

Technologies Absorption:-

- Monthly presentations of the new products and innovative technologies of best in class companies are being organized.

- Awareness about the new technologies and products is being imparted to the senior management for utilizing the same.

Foreign exchange earnings and outgo

During the period under review there was no foreign exchange earning or outgo.

RESEARCH & DEVELOPMENT

Research and Development can be seen as the strength of the Company which shall provide the required edge. NBCC is a leading construction company with a growing order book and variety of projects and it has signed MOU with leading foreign partners for transfer of latest technologies. There is a lot of development of infrastructure happening and shall take place in the coming years and the focus is also on smart cities, where innovative technologies will be utilized. The Research and Development (R&D) Policy of NBCC is:-

- To provide a framework for the development of a research culture within NBCC, to improve research performance and to achieve high quality technology outputs.

- To promote R&D activities as complimentary to construction activities so as to improve the quality of work and sustainability.

- To contribute towards creation of wealth and well-being of the Company and further the construction sector as a whole.

- To be supportive of the organizationâs aspiration to be a world class Construction Company.

To commemorate 55 years of glorious Nation building efforts, NBCC institutionalized âNBCC National Construction Conclaveâ in 2015. The main objective of the technical event was to provide a platform for the Public and Private Sector engaged in Construction Industry to meet, network and discuss a cohesive approach to achieve sustainable infrastructure development. The Centre for innovation and R&D was assigned the work of conducting the event.

Late Dr. A.P. J. Abdul Kalam, Hon''ble Former President of India; Shri M. Venkaiah Naidu, Hon''ble Union Minister for Urban Development, Govt. of India and Dr. Anoop Kumar Mittal, CMD, NBCC, inaugurated the 1st Annual Edition of âNBCC National Construction Conclaveâ-2015 organized by the Company on June 23^rd, 2015 at Scope Auditorium, Lodhi Road, New Delhi. The Conclave, first of its kind in the Country, was themed on âHousing for all by 2022 - Redensification/ Redevelopmentâ and âWaste to Wealth- Waste Managementâ, and was participated by stakeholders, experts and professionals, eminent speakers to deliberate upon all the aspects of sustainable housing infrastructure in order to prepare a roadmap for the future.

The NBCC''s Centre for Innovation and R&D is continuing the practice of conducting SAMVAAD meetings periodically wherein regular brain-storming/structured discussion on issues of present day relevance like corporate strategy, business development, HR policies, system improvement, formulation of standard operating procedures and corporate manuals, etc. are held.

The centre for innovation and R&D took a leap by leading the participation of NBCC in India International Trade Fair-2015 held from November 14 to 27, 2015 at Pragati Maidan, New Delhi with the theme of âSMART CITIESâ and facilitated the brand promotion of a host of companies that voluntarily participated with NBCC in âNBCC SMART HUB PAVILLIONâ. In the category of Public Sector Undertakings, EPCs, Commodity Boards, Banks and other Government Departments/ Organization''s Pavilions, NBCC was adjudged First for excellence in display in the 35^th India International Trade Fair 2015 and was conferred the Gold Medal.

RIGHT TO INFORMATION

Company has appropriate mechanism to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the regulator or court or tribunal impacting the going concern status and operations of the Company.

GENERAL:

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 ESOS to the employees.

2. Neither the Chairman -cum -Managing Director nor the Whole Time Director received any remuneration or commission from the Subsidiary Company.

3. No material change and commitment affected the financial position of the Company occurred after the end of the financial year to which this financial statement relate and up to the date of this report.

4. During the year under consideration no employee was in receipt of remuneration in excess of limits prescribed under the revised provisions of section 197(12) of the Companies Act, 2013 read with Rule5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014.

5. The Company is compliant of the Secretarial Standards issued by the ICSI from time to time.

acknowledgements

Your Directors are highly grateful for all the guidance and support received from the Government of India, particularly the Ministry of Urban Development, Ministry of Finance, Ministry of Home Affairs, Ministry of Defense, Ministry of Commerce, Ministry of External Affairs and various other Central and State government agencies. Your Directors acknowledge the constructive suggestions received from Statutory Auditors and Comptroller & Auditor General of India and are grateful for their continued support and cooperation.

We also thank all share-owners, business partners and members of the NBCC Family for their faith, trust and confidence reposed in NBCC.

Your Directors wish to place on record their sincere appreciation for the unstinting efforts and dedicated contribution put in by the NBCCians at all levels, to ensure that the Company continues to grow and excel.

Sd/-

Anoop Kumar Mittal

Date : July 22, 2016 Chairman-cum-Managing Director

Place : New Delhi (DIN : 05177010)

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 55th Annual Report and the Audited Financial Statements for the Financial Year ended March 31,2015.

FINANCIAL HIGHLIGHTS

The financial highlights for the year under review are as follows:

REVENUE 2014-15

Consolidated Standalone

Turnover 4632.88 4621.00

Other Operating Revenue 41.26 41.14

Other Income 147.14 146.58

Total Revenue (1) 4821.28 4808.72

EXPENDITURE

Land Cost & Material consumed 179.65 179.63

Increased/(decrease) in stock 119.16 109.26

Work & Consultancy Expences 3834.81 3834.84

Employees Benefit Expenses 195.25 195.14

Finance cost 40.25 40.25

Depreciation 2.34 2.34

Other Expenses 52.66 51.94

Write offs 4.32 4.32

Prior Period Expenses - -

Total Expenses 4428.44 4417.72

Profit Before Tax (PBT) 392.84 391.00

Tax expense

i) Current Tax 110.73 109.87

ii) Deferred Tax 3.83 3.83

Profit After Tax (PAT) 278.28 277.30

Appropriations:

Transfer to General Reserve 55.46 55.46

Proposed Dividend 66.00 66.00

Dividend Distribution Tax 13.44 13.44

REVENUE (Rs.in Crore)

2013-14

Turnover Consolidated Standalone

Other Operating Revenue 4038.70 4008.77

Other Income 31.40 30.97

Total Revenue (1) 134.27 133.26

EXPENDITURE 4204.37 4173.00

Land Cost & Material consumed

Increased/(decrease) in stock 337.71 337.71

Work & Consultancy Expences 88.05 88.05

Employees Benefit Expenses 3168.89 3153.22

Finance cost 182.10 182.10

Depreciation 22.38 22.38

Other Expenses 1.35 1.35

Write offs 47.19 47.12

Prior Period Expenses 7.51 7.51

Total Expenses 0.04 0.04

Profit Before Tax (PBT) 3855.22 3839.48

Tax expense 349.15 333.52

i) Current Tax

ii) Deferred Tax 105.59 100.27

Profit After Tax (PAT) (13.89) (13.89)

Appropriations: 257.45 247.14

Transfer to General Reserve

Proposed Dividend 49.43 49.43

Dividend Distribution Tax 60.00 60.00

10.55 10.55

New Business secured 7012.96 4932.68

Balance work in hand 18181.18 15427.36

OPERATIONS AND BUSINESS PERFORMANCE

Consolidated

During the year under review Company''s total income from operations increased by 14.84 % i.e. to Rs. 4674.14 cr as compared to Rs 4070.10 cr previous year and Profit after Tax increased by 8.09 % i.e. to Rs. 278.28 cr against previous year pat of Rs 257.45 Cr.

Standalone

During the year under review Company''s total income from operations increased by 15.41% i.e. 4662.14 cr as compared to Rs. 4039.74 cr previous year. Net profit after tax also increased by 12.20% i.e. to Rs. 277.30 cr as compared to Rs. 247.14 cr previous year.

DIVIDEND

Your Directors have recommended equity dividend of Rs. 5.50 per paid-up equity share of face value Rs. 10/- each (i.e. @55%) for the financial year 2014-15, subject to the approval of the Members in the ensuing Annual General Meeting. The total dividend payable works out to Rs. 66 crore (excluding dividend distribution tax of Rs. 13.44 crores).

The dividend payout has been recommended considering the deployment of Company''s internal accruals for growth plans.

MOU PERFORMANCE

NBCC is signing MOU with the Ministry of Urban Development since 1992-93. The performance of NBCC has been rated "EXCELLENT" by the Department of Public Enterprises for all the years except 2012-13, in which we rated "Very Good".

NBCC signed Memorandum of Understanding (MoU) for the FY 2014-15 with MoUD and the following targets had been laid down for the financial year 2014-15.

(Rs. in Crore) 1. TARGET 2014-15 (As per MOU with the Ministry - BT (Basic Target)

(i) Turnover : 3800

(ii) Development of work load / Order Book : 4500

(iii) Profitability

a) Gross Margin : 310.68

b) Net Profit : 201.02

(iv) Revision of target during the financial year, if any, give details : nil

2. ACHIEVEMENT 2014-15

(i) Turnover : 4632.89

(ii) Development of work load / Order Book (as on 31.03.2015) : 7012.96

(iii) Constraints in achieving the targets : -

(iv) % age increased in growth rate over the previous years (turnover) : 14.71%

For the year 2014-15 based on the MoU parameters, NBCC is likely to be slated "Excellent".

ORDER BOOK

At the beginning of the financial year 2014-15 opening work order in hand was Rs.15427.36 crore and New orders of Rs.7012.96 crore were procured and work of Rs. 4259.14 crore was executed, thus balance work order of Rs. 18181.18 crore remained at the close of the financial year 2014-15.

PUBLIC WORK ORGANISATION

Your Company has been notified as a Public Work Organisation (PWO) construction agency covered under revised Rule 126(2) of GFRs by virtue of which government department(s), PSUs and autonomous bodies award works on nomination basis.

Iso certification

Your Company is a certified ISO 9001:2008 in the field of Project Management & Consultancy.

Corporate communication

Corporate Communication (CC) Division accomplished number of activities during the period and major of these included:

Extensive news coverage/interviews in print & electronic media by way of releasing Press Releases

Organizing Interviews, Press Meets; Holding Press/Media Visits to our important projects in Real Estate & Redevelopment and other sectors. The division also organized footage shooting at NBCC''s important project locations by various TV channels which were also aired by respective channels as a news stories/ features etc.

The division brought out Coffee Table Book on Real Estate, Corporate Diary, event based publications, Corporate Brochures, Real Estate Brochures, Annual Report, Hoardings etc. and organized various Corporate Campaigns.

Website contents writing; Service mementos procurement & distribution to employees; Membership with different Professional Bodies/Clubs for NBCC''s business interests; NBCC Foundation Day celebration for employees; Celebration on NBCC''s attaining Navratna Status; Participation at IITF Exhibition-2014 at Pragati Maidan, New Delhi; MoUDs participation at Pravasi Bhartiya Diwas, 2015 and Vibrant Gujarat Summit, 2015 at Gandhi Nagar, Gujarat were other activities also undertaken by the division.

Award and accolades

During Financial Year 2014-15, in recognition of its performance and initiatives, NBCC received various awards, some of which are :

* Dalal Street PSU Award 2015 - "Best Wealth Creator Amongst Listed PSEs Award"

* The Swachh Bharat Ratna Award - 2015

* CIDC Vishwakarma Awards 2015

* The Best Stall Award at UCCI Expo -2015

* India Public Sector Enterprises Award

* Construction World Global Awards 2014

* Real Estate Awards 2014

* SCOPE Felicitation for attaining Navratna Status

* Dun & Bradstreet Infra Awards 2014

* Golden Peacock Award 2014 for Excellence in Corporate Governance

* Golden Global Achievers Award 2014

* NAREDCO National Real Estate Awards 2014

* Arch of Excellence Award 2014

Fixed deposits

During the year under review, your Company has not accepted any deposit and no principal or interest was outstanding as on March 31,2015.

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

During the year under review, the wholly owned subsidiary of NBCC was incorporated namely "NBCC Services Ltd" with an objective to provide post construction maintenance services to clients.

The Company is also in process to form a joint venture company with the Government of Rajasthan.

A report on the performance of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is forming part of the consolidated financial statement. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended to the financial statement.

In accordance to section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of the subsidiary are available on our website www.nbccindia.gov.in. These documents will be available for inspection during business hours at our registered office at Delhi.

The policy for determining material subsidiaries is available on company''s website at the link http://nbccindia.gov.ln/ nbccindia/nroot/njsp/Policies.jsp

Human resource

The company takes pride of its highly motivated and competent human resource which has been instrumental in taking the company to its present heights.

Category wise details of employees in the Corporate as on March 31,2015 is as under:-

Sl. Category of Posts Total Nos. SCs SCs% No. (Group) of Employees

1 Gourp''A'' 738 145 19.65

2 Gourp''B'' 118 21 17.80

3 Gourp''C'' 1155 184 15.93

4 Gourp''D'' 36 7 19.44

Total 2047 357 17.44%

Sl. Category of Posts STs STs% No. (Group)

1 Gourp''A'' 25 3.39

2 Gourp''B'' 7 5.93

3 Gourp''C'' 8 .70

4 Gourp''D'' - 0

Total 40 1.95%

Following appointment have been made on regular basis (including SC/ST) from April 01,2014 to March 31,2015.

Grade General SC %age ST %age Total

A 45 9 15.78% 3 5.26% 57

B 02 - - - - 02

C 13 2 12.50% 1 6.25% 16

D - - - - - -

TOTAL 75 Nos.

Directive issued by the Govt. of India from time to time for filling up of vacancies for SC/ST/OBC/Ex-servicemen have been followed in the Corporation.

Government instructions regarding reservation, relaxations, concessions & benefits as provided under Persons with disabilities (Equal Opportunities, Protection of Rights & full participations) Act. 1995 have been complied with.

No. of regular employees /NMR/PRW/WE Employees at the close of the year.

i) No. of regular employees : 2047

ii) No. of NMR : 1

iii) No. of WE/PRW : 0

Status of Woman Employees in the Company-category wise is as follows:

Sl. Group Total Manpower Manpower Strength of SC/ST/VH/PH No. Strengh of Woman employee SC ST VH PH

1. Group ''A'' 63 12 - - -

2. Group ''B'' 12 2 2 1 -

3. Group ''C'' 38 6 1 - -

4. Group ''D'' - - - - -

Total 113 20 3 1 -

Human resource development

Company adopted ''Fast Track Promotion Policy'' to accelerate the growth of high performers of the Corporation and to sustain the moral of junior & middle level executives. Every year on 1st January, promotion list is issued. Against DPC, every year 1st October, promotion orders are issued.

Employees are motivated to work in remote areas and in difficult conditions by providing additional financial as well as non financial benefits and facilities.

Further Human Resource potential is maximized through training .

Training

To enhance the knowledge of employees in their respective fields to enable them to make better use of their expertise and creative potentiality in an appropriate manner to achieve Organizational goal, HRD Division of the Corporation conducts in-house training program/ lecture etc. depending upon Corporations needs with the help of outside experts and also nominates officials for external training program/ workshop/ lecture etc. conducted by various institutions/ training agencies etc.

Employees trained on various subject during the year 2014-15 is given here under:-

In-House Training:

Training programs/ Workshops/Presentations/ Lectures etc. on the various topics such as Project Management in Construction Industry, Risk Management, High Rise Building Planning, Construction & Maintenance, Arbitration, Sustainable Building & Construction - A GRIHA Approach, M. S. Project, Orienting Personal Goals with Organizational Goals & Series of Residential Orientation Program for engineers from DPM to JE level, Service Tax for Finance Officials and series of workshops / programs on awareness / prevention of sexual harassment to the women at work place, Hindi Karyashala etc. were organized for officials.

893 officials were trained during the In-house Training Program and total training Mandays achieved for Group A & B officials = 2333 Nos.

Training Division had also conducted In-house Multi up-skilling Program for Non-Executive Employees on Pan India basis and achieved 113 mandays.

External Training:

168 Officials were nominated for various external training programs/ courses such as; General Management, Construction Management, Financial Management, Safety Management, Personnel Management, Vigilance Mechanism, Contract Management, HRM etc. organized by various reputed training institutions. 378 ( nos.) training mandays were achieved during FY 2014-15.

INDUSTRIAL RELATIONS

Harmonious industrial relations were maintained during the year resulting in no loss of mandays on account of strike or labour unrest.

policy against sexual and workplace harassment

The Company believes in providing opportunity and key positions to women professionals. It has been the Endeavour of the Group to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions for them and create and maintain a healthy and conducive work environment free of discrimination.

During the year under review there were no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013.

official language

The Company has been implementing the provisions of Government''s Official Language Policy. Employees are encouraged to use Hindi in their daily working. During the year 2014-15, quarterly meetings of Official Language Implementation Committee (OLIC) were held regularly to review the progressive use of official language Hindi in the Company and several workshops were organized to promote the official use of Hindi-use of Hindi Unicode,Hindi noting, letter writing etc in which number of participants from Corporate Office, RBG, SBG and Zonal Offices participated.

Hindi Protsahan Mas was observed from 01 September to 30 September, 2014 in which various activities were organised and many employees took active part in it. Hindi Diwas and Hindi Sangoshthi were also organised by the Company. For the year 2014-15, 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 Cell 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.

management discussion and analysis report

Management Discussion and Analysis Report as per section 49 of the Listing Agreement with the Stock Exchanges in India , forms part of this Annual Report as Annexure - I.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

a) in the preparation of annual accounts for the financial year ended March 31,2015 , the applicable Accounting Standards have been followed ;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 31,2015 and of the profit of the Company for the period ended on that date ;

c) 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;

d) the Directors have prepared the annual accounts on a going concern basis;

e) 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;

f) 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 is committed to maintain the highest standards in Corporate Governance so as to ensure highest level of transparency to meet the stakeholders ''s expectations.

The Company complies with the revised clause 49 of the listing agreement and guidelines issued by DPE on Corporate Governance.

The Corporate Governance Report for the year ended March 31,2015 forms part of this report as Annexure- II.

contracts and arrangements with related parties

Particulars of contracts/ arrangements/ transactions referred to in section 188(1) of the Companies Act, 2013 in prescribed Form AOC-2 as enclosed to this Report as Annexure -Ill.

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 as approved by the Board is available on the Company''s website at the link http://nbccindia.gov.in/nbccindia/nroot/njsp/PoNcies.jsp

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR) & SUSTAINABILITY DEVELOPMENT

The Company has Corporate Social Responsibility Committee which has formulated and recommended to the Board CSR Policy (CSR Policy) which can be accessed on the Company''s website at the link http://nbccindia.gov.in/nbccindia/ nroot/njsp/Policies.jsp

The Company also have a Sustainability Policy to affirm its commitment in contributing towards a clean and sustainable environment and make it an integral part of the construction as well as business operations of the Company with a view to preserve the mother earth and environment and give our customers, stake holders, society at large and future generations good quality of life and a better place to live.

The committee has also recommended the CSR activities in compliance to Schedule Vll to the Act. The Annual Report on CSR activities forms part to this Annual Report as Annexure-lV.

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.

MSME IMPLEMENTATION

In line with the Public Procurement Policy for MSME''s notified by Ministry of Small & Medium Enterprises, Govt. of India, during the current year procured about Rs. 8.90 lakh of goods from micro and small enterprises which is around 33% of total value of direct purchases for office consumption for its own use out of which, a sum of Rs. 3.84 lakhs remain unpaid to the suppliers at the end of the accounting year.

RISK MANAGEMENT

The Company has adopted Risk Management Policy to manage and monitor the principal risks and uncertainties that may affect the functioning of the Company. The Company''s risk management policy is available on the website at the link. http://nbccindia.gov.in/nbccindia/nroot/njsp/Polides.jsp

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls for ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention of frauds, accuracy of accounting records and timely preparation of reliable financial disclosures.

VIGILANCE ACTIVITIES

The vigilance department is the nodal section for handling all vigilance matters of the NBCC. It believes that with best practices, adequate controls and transparency in place, decisions taken will be professionally, efficiently, effectively and consistently, leading to the corporate excellence. The Vigilance Division of Corporation is under the charge of Chief Vigilance Officer (of the rank of Joint Secretary).

Complaints received from within the Corporation, Members of public, Central Bureau of Investigation, Central Vigilance Commission, Clients and Ministry of Urban Development are investigated in the Vigilance Division. After investigation of complaints, where lapses/ irregularities are established, the disciplinary proceedings are initiated against the delinquent employees. Further, with an ultimate aim of eradicating corruption in the Corporation, a four pronged strategy is followed which has also been appropriately incorporated in the Annual Action Plan relating to anti-corruption measures:

* Preventive Vigilance

* Detective Vigilance and Surveillance

* Punitive Vigilance

* Use of IT innovations to curb malpractices and ensure transparency.

Vigilance Awareness Week was observed in NBCC from 27.10.2014 to 01.11.2014 as per the directives of CVC.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and clause 49 of the Listing Agreement a vigil mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation to the Companies Code of conduct has been established which includes the duly adopted Whistle Blower Policy uploaded on Company''s website at the link. http://nbccindia.gov.in/nbccindia/nroot/njsp/Policies.jsp

AUDITORS AND AUDITOR''S REPORT

Statutory Auditors

M/s Jagdish Chand & Co., Chartered Accountants, was appointed as Statutory Auditors for the financial year 2014-15 by the Comptroller & Auditor General of India (C&AG). The notes on financial statement referred in the Auditor''s Report are self explanatory and do not call for any further comments. The Auditors''Report is attached and forms part of this Annual Report.

Cost Auditors

M/s Shome & Banerjee, Cost Accountants were appointed as Cost Auditor of the Company for the financial year 2014-15.

Pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) in respect of Cost Accounting Records Rules, 2011 your Company has made statutory compliances in respect of the financial year 2013-14.

Secretarial Auditors

The company has appointed M/s PC Jain & Company, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed and forms part of this Annual Report in Annexure-V.

COMMENTS OF C&AG

The "NIL" comments of Comptroller & Auditor General of India (C&AG) on the financial statements of the Company for the year 2014-15 are attached and forms part of this report.

AUDIT COMMITTEE

The Company had duly constituted Audit Committee. On the completion of tenure of Independent Directors the Committee was reconstituted with the members viz. Shri Durga Shanker Mishra, Chairman, Smt Jhanja Tripathy and Shri S K Chaudhary as members. The recommendations made by the Audit Committee are accepted by the Board.

NUMBER OF MEETING OF BOARD OF DIRECTORS

Pursuant to Companies Act, 2013 and the Rules framed there under, 11 Board Meetings were held in the financial year 2014-15. The details of the meeting are at Corporate Governance Report forming part of this Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Durga Shanker Mishra, AS (UD), MoUD has been appointed as Nominee Director w.e.f. August 11,2014 in place of Shri D Diptivilasa former AS(UD), MoUD.

The tenure of five Independent Directors viz.: Shri Brijeshwar Singh, Shri K L Mehrotra, Shri S C Saraf, Prof. V K Gupta and Dr KC Iyer came to an end on December 4, 2014 .

The Board places on record its deep appreciation for the valuable contribution made by them during their tenure as Director on the Board of the Company.

Shri Rajendra Chaudhari, appointed as Director (Commercial) by the President of India assumed the charge w.e.f. June 10, 2015.

Shri Durga Shanker Mishra and Shri Rajendra Chaudhari shall hold office till the Annual General Meeting and are eligible for appointment as Nominee Director and Whole-time Director respectively.

The details of Directors seeking re-appointment is provided in the notice forming part of this report.

For the performance evaluation of Board and other Directors separate meeting of the Independent Directors is to be held every year and performance evaluation of Independent Directors is done by the Board as a whole excluding the concerned Director. The criteria of evaluation will be decided in the meeting itself.

Since the Company is Public Sector Undertaking all the appointment of Directors is made by President of India through Administrative Ministry and the appointment of new Independent Directors is awaited. As soon as the independent directors will join the board , the performance evaluation process will be carried out .

The Key Managerial Personnel of the Company for the FY 2014-15 are:

Dr. A K Mittal, Chairman-cum Managing Director

Shri S K Pal, Director (Finance)

Shri S K Chaudhary, Director (Projects)

Smt. Deepti Gambhir, Company Secretary

TRAINING OF DIRECTORS

Company strongly believes In continuous learning. Training and development of Directors on their joining the NBCC Is Imparted to familiarize them with the functioning of the company. The presentation to the inductee directors are given by the senior managerial personnel about the Company''s strategy, operations, organization structure, human resource, technology, risk management etc.

They are updated on the development in Corporate Governance norms from various statutory bodies to understand their duties and responsibilities in a better way which helps in their efficient discharging of the same. Besides as a part of the continuous learning participation in seminars and conferences designed for Board level executives by renowned institutes is permissible.

The company has a policy on Training of Directors available on its 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 is forming part of the Annual Return as Annexure -VI.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Conservation of Energy

The stress is given to minimize the energy consumption in all new building projects in achieving higher Green Rating for Integrated Habitat Assessment (GRIHA) and green building rating by adopting the best available power saving technologies like Solar Panel based in house roof top power generation, switching over from LCDs to LED lightings in all NBCC offices.

As most of the projects executed by NBCC are in line with the GRIHA norms, various measures taken for energy conservation involves Preservation of Top Soil; plantation of trees; use of fly ash bricks; rain water harvesting; recycled aggregate concrete for structural application; use of solar energy/ solar water heating; recycle, recharge and reuse of water; sewage treatment and reuse; energy management system; building management system; high performance system-wail, roof and glass; insulated green roof to avoid heat ingress; energy efficient lighting system and lux level is maintained as per ECBC norms; glass used for facade is heat reflective with excellent value; interiors are designed to use maximum day light; STP water is utilized for cooling towers and horticulture etc.

Technologies Absorption:

Continuous efforts are made towards new technology absorption which involves using modern methods of construction / steel structures etc. to reduce completion period, dependency on labour and improve quality of construction with faster speed. NBCC has taken up awarding projects on design and build (LSTK) basis, so that projects are completed with improved co-ordination and better quality. Many projects have been executed based on the concept of Pre Engineered Projects. Table Top shuttering has been adopted for reducing slabs cycle and thereby making construction faster. SAP based on-line monitoring systems for monitoring of high value/ critical projects to avoid time and cost over run is under development.

Foreign exchange earnings and out-go

During the period under review there was no foreign exchange earning or out go.

RESEARCH & DEVELOPMENT

Research and Development (R&D) Policy of NBCC provides a framework for the development of a research culture within NBCC, to improve research performance and to achieve high quality technology outputs. It promotes R&D activities as complimentary to construction activities so as to improve the quality of work and sustainability. Further, it contribute towards creation of wealth and well being of the company.

Company''s all new projects are conceived/ conceptualized in line with Bureau of Energy Efficiency (BEE) and GRIHA norms.

NBCC has also set up a C&D waste recycling plant at the East Kidwai Nagar, redevelopment project, for manufacturing of bricks.

Further NBCC has signed Memorandum of Understanding with Indian Institute of Technology Roorkee, for Joint Research & Development Centre at Greater Noida for sustainable Civil Infrastructure wherein mutually agreed research projects will be executed by the faculty of IIT Roorkee, and workshops, conferences and training programmes shall be conducted at the Joint R&D Centre.

RIGHT TO INFORMATION

Company has appropriate mechanism to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the regulator or court or tribunal impacting the going concern status and operations of the company.

GENERAL:

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 ESOS to the employees.

2. Neither the Chairman-cum -Managing Director nor the Whole Time Director received any remuneration or commission from the subsidiary company.

3. No material change and commitment affected the financial position of the company occurred after the end of the financial year to which this financial statement relate and upto the date of this report.

4. During the year under consideration no employee was in receipt of remuneration in excess of limits prescribed under the revised provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

5. The company is compliant of the Secretarial Standards issued by the ICSI from time to time.

ACKNOWLEDGEMENTS

We thank and sincerely acknowledge the co-operation received from the Government of India, particularly the Ministry of Urban Development, Ministry of Finance, Ministry of Home Affairs, Ministry of Defence, Ministry of Commerce, Ministry of External Affairs and various other government agencies.

We also acknowledge the unstinct faith and confidence reposed by our shareholders, Financial Institutions etc. in the Company.

The Board also appreciates the contribution of contractors, consultants etc in the implementation of various projects of the company.

We place on record the last but not the least the efforts and contribution made by employees at all levels to ensure the continuous growth and excellence of the Company.

Dr. Anoop Kumar Mittal Chairman-cum-Managing Director (DIN : 05177010)

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 54th Annual Report and Audited Financial Statements for the financial year ended March 31, 2014, together with the Auditors'' Report and Comments on the Accounts by the Comptroller & Auditor General(C&AG) of India.

Financial Results

The performance of the Corporation vis-a-vis the previous year is summarized in the table given below:

(Rs. in Crore)

INCOME 2013-14 2012-13

Consolidated* Standalone Standalone

Turnover 4038.70 4008.77 3186.82

Other Operating Revenue 59.57 58.19 45.47

Other Income 106.10 106.04 115.16

Extra Ordinary Items (Insurance claims)

Total Revenue (1) 4204.37 4173.00 3347.45

EXPENDITURE

Prime Cost 3506.60 3490.93 2701.76

Increased/(decrease) in stock 88.05 88.05 118.81

Overheads

i) Employees Benefit Expenses 182.10 182.10 170.76

ii) Other Expenses 47.19 47.12 41.92

iii) Write offs 7.51 7.51 5.02

iv) Prior Period Expenses 0.04 0.04 0.87

Total (2) 3831.49 3815.75 3039.14

Gross Margin (1-2) 372.88 357.25 308.31

Less : Depreciation 1.35 1.35 1.35

Less: Exceptional Item (Interest) 22.38 22.38 5.32

Profit Before Tax (PBT) 349.15 333.52 301.64

Less :

i) Provision for Current Tax 105.59 100.27 94.65

ii) Deferred Tax (Assets) /Liabilities (13.89) (13.89) (1.05)

iii) Prior Period Tax Adjustment - 0.54

Profit After Tax (PAT) 257.45 247.14 207.50

New Business secured 4932.68 7187.66

Balance work in hand 15427.36 12163.16

*This is the first year of preparation of consolidated accounts.

Operations And Business Performance

Consolidated

During the year under review Company''s total income from operations was Rs. 4098.27 cr and net profit after tax was Rs. 257.45 cr.

Standalone

During the year under review Company''s total income from operations increased by 25.82% i.e. 4066.96 cr as compared to Rs. 3232.29 cr previous year. Net profit after tax also increased to Rs. 247.14 cr as compared to Rs. 207.50 cr previous year.

Dividend

Directors of your Company have recommended equity dividend of Rs. 5.00 per share of face value of Rs. 10/- each (i.e. 50% of the paid up equity share capital) for the financial year 2013-14, which is subject to approval of the Members in the ensuing Annual General Meeting. The total dividend payable works out to Rs. 60.00 crore (excluding dividend tax of Rs 10.20 crores)

Navratna Status

Your Company has been bestowed "Navratna" status by Department of Public Enterprises vide letter No. 26(1)/2014- GM dated 23.06.2014.

MOU Performance

NBCC has been signing MOU every year with the Ministry of Urban Development since 1992-93. The performance of NBCC has been rated "EXCELLENT" by the Department of Public Enterprises for the nine years out of ten years since financial year 2003-04 to 2012-13. Accordingly the following targets have been laid down for the financial year 2014-15.

(Rs. in crore) Turnover 3800.00

Order Book : 4500.00

Gross Operating Margin : 310.68

Based on the mou parameters, the Company is slated to achieve "Excellent" rating in the year 2013-14.

Order Book

At the beginning of the financial year 2013-14 opening work order in hand was Rs.14533.38 crore and New orders of Rs.4932.68. crore were procured and work of Rs. 4038.70 crore was executed, thus balance work order of Rs. 15427.36 crore remained at the close of the financial year 2013-14.

Public Work Organisation

Your Company has been notified as a Public Work Organisation (PWO) construction agency covered under revised Rule 126(2) of GFRs by virtue of which government department(s), PSUs and autonomous bodies award works on nomination basis.

ISO Certification

Your Company is a certified ISO 9001:2008 in the field of Project Management & Consultancy.

Recognitions Earned

During the year, the Company earned a number of recognitions. These included:

Golden Peacock Occupational Health & Safety Awards 2013 by Institute of Directors (IOD)

IGBC Award 2013 by Confederation of Indian Industry

Real Estate Awards 2013 by World Wide Achievers

Engineering Excellence Award 2013 by Engineering Watch Magazine

Largest Green Complex awarded IGBC Silver Rating

CIDC Vishwakarma Awards 2014

Corporate Social Responsibility & Sustainability Development

In furtherance of its commitment towards Corporate Social Responsibility and Sustainable Development, the Company undertook following initiative during 2013-14 for the welfare of the community and environmental protection:

- merit-cum-means scholarships schemes conducting skills and entrepreneurship development programme construction, repair of roads, community centres, schools, toilets, drinking water facilities in Sawaimadhopur District of Rajasthan, Tripura & Mizoram, providing ropeways for connecting Seku Village in Uttrakhand construction of community hall at Hatoda, distt. Chhindwara, skill enhancement program at GPRA complex, Moti Bagh, New Delhi, conducting skill & entrepreneurship development program at Distt. Behraich, UP,

The Company has CSR&SD committee entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Corporate Communication

Corporate Communication (CC) Division accomplished a number of activities during the period in order to project and promote the image of the organization. The activities included news coverage in both print & electronic media by way of releasing Press Releases, Organizing Interviews, Press Meets, Holding Press/Media Visits to our important projects in Real Estate and other sectors. The Division, during the year brought out House Journals, Corporate Diary, Calendars. Event based publications, Corporate Brochures, Real Estate Brochures, Performance sheets, Annual Reports, Hoardings etc. and organized various Corporate Campaigns. CC Division also organized NBCC''s participation at IITF Exhibition in Pragati Maidan, New Delhi. Besides other various Corporate events and activities, have been organized/facilitated by the CC Division during the year.

Research & Development

In compliance with the guidelines on Research &

Development (R&D) notified by DPE, the Company formulated R&D Policy & R&D Plan.

R & D activities towards sustainable construction has been taken up by the Company and outcome of the same is being continuously incorporated to achieve faster construction with quality and minimizing the use of natural resources so as to improve quality of work and sustainability. Several initiatives have been undertaken such as waste water recycling, energy saving fitting & fixtures, segregation of waste & waste management, recycling of ''construction & demolition'' waste, solar lighting/heating and natural gas based power back up, green building features etc. as fundamental elements of the project.

Vigilance Activities

The Vigilance Division undertakes inquiry into transaction in which employee is suspected or alleged to have acted for an improper corrupt purpose or cause such an inquiry or investigation to be made into any complaint of corruption, gross negligence, misconduct, recklessness, lack of integrity or other kind of malpractices or misdemeanours on one''s part.

With an ultimate aim of eradicating corruption, a four pronged strategy is followed, which has also been appropriately incorporated in the Annual Action Plan relating to anti-corruption measures viz. (a) Punitive Vigilance (b) Preventive Vigilance, (c) Pro-active Vigilance (d) Detective Vigilance & surveillance, (e) Use of IT innovations to curb malpractices and ensure transparency.

Vigilance Awareness Week was observed in the Company from October 28 to November 2, 2013 as per the directives of CVC. Vigilance Awareness Week was observed at Head Office and various other offices of NBCC with great enthusiasm and positive role by employees for promoting good governance and need being self vigilant in day to day matters. Emphasis is to carry on the work in a manner so as to achieve the goal of zero corruption and no complaints in the organisation.

Safety Management

Management is fully committed to ensure safe working conditions at all work sites. Corporate Safety Management Cell is involved in spreading awareness of "Safety" and coordination of organisational efforts on Safety related statutory compliances. Activities undertaken by the Safety Management Cell includes preparation of NBCC Safety Manual, Celebration of National Safety Day/Week with effect from 04.03.2014 which included activities like administering safety pledge, release of safety posters, display of safety banners at Corporate and field offices etc. Awards were also given to the Units following safe construction practices.

Human Resource

Recruitment of SC/ST/General

Category wise details of SC/ST employees in the Corporation as on 31.03.2014 is as under:-

Grade General SC % ST % Total

A 574 148 19.84% 24 3.22% 746

B 86 20 17.86% 6 5.36% 112

C 1018 200 16.3% 9 0.73% 1227

D 42 9 17.65% - 0% 51

Total 1720 377 17.65% 39 1.82% 2136

Following appointments have been made on regular basis (including SC/ST) from 01.04.2013 to 31.03.2014.

Grade General SC % of SC ST % of ST Total

A 35 2 5.26% 1 2.63% 38

B 10 3 21.43% 1 7.14% 14

C 18 3 13.64% 1 4.55% 22

D - - - - - -

Total 63 8 40.33% 3 14.32% 74

Directives issued by the Govt. of India from time to time for filling up of vacancies for SC/ST/OBC/ Ex-servicemen have been followed in the Corporation.

Government instructions regarding reservation, relaxations, concessions & benefits as provided under Persons with disabilities (Equal Opportunities, Protection of Rights & full participations) Act. 1995 have been complied with.

Details of female employees in the company - category wise, total number Group - wise SC / ST / VH / PH.

Grade General SC ST OBC VH PH Total

A 47 10 - - - - 57

B 5 4 1 2 - - 12

C 28 5 2 3 1 - 39

D - - - - - - -

Total 80 19 3 5 1 - 108

Human Resources Development

The HRD Division of the Company assist employees to upgrade their skills, knowledge and ability to take up higher responsibilities on continuous basis. This activity is undertaken by organizing in-house lectures/training programmes/workshop etc. and also nominating officials for external training programs/seminars/workshops etc. organized by various reputed training Institutions.

During financial year 2013-14, 99 workshops /seminars /lectures /programme were conducted through in-house as well as external agencies on different subjects in which 1046 officials were trained.

We have achieved 3116 training man days through in-house as well as external training programme in respect of group A,B,C & D officials for Excellent rating.

Industrial Relations

During the year, the Corporation continued to maintain harmonious industrial relations, Co-operation between the elected representative bodies of employees and management ensured that no man-days were lost. Personnel policies and welfare schemes were continuously aligned with the Company''s goals and objectives.

Official Language

In compliance with the Government''s Policy on Official language, continuous efforts were made for propagating and progressively increasing the use of Hindi in Official work. Every year Hindi Diwas & Rajbhasa week /fortnight are organized in the Corporate Office as well as in the Branch Offices of the Corporation. During these events employees doing exemplary work in Hindi in day to day official tasks are felicitated

During the year 2013-14, quarterly meetings of Official Language Implementation Committee (OLIC) were held to review the progressive use of official language Hindi in the Company.

During the year, several workshops were held to promote the official use of Hindi. Four Workshops on use of Hindi Unicode were organized by NBCC on June 28th, September 21st, December, 2013 and March, 2014 in which number of participants from Corporate Office, RBG, SBG and Zonal Offices participated.

Hindi Protsahan Mas was observed from September 01, 2013 to September 30, 2013 in which various activities were organized and many employees took active part in it. Hindi

Diwas was also celebrated in this month. For the year 2013- 14, Quarterly Hindi Vyavhar Pratiyogita (Use of Hindi in day to day official work) has been organized in which various participants took part and prizes were given to them. Hindi Inspections were conducted by the Rajbhasha Cell 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 in the quarterly General Manager''s Conference.

Listing Requirement Compliances

Management Discussion and Analysis Report is at Annexure-I and Corporate Governance Report at Annexure- II, which forms integral part of the Directors'' Report as per requirements of the listing agreement.

Supplementary Compliance Certificate to Corporate Governance Report signed by the Chairman-cum- Managing Director affirming receipt of compliance with the code of conduct from all board executives and key personnel for the year 2013-14 is at Annexure-III. Also, Certificate from the Chairman-cum-Managing Director & Chief Financial Officer about due compliance of Clause 49(V) is at Annexure-IV; and Certificate of compliance of Corporate Governance provision signed by the Statutory Auditors as per Clause 49(VII) of the listing agreement is at Annexure-V.

Green Initiative in Corporate Governance

Your Company started a sustainability initiative with the aim of going green and minimising our impact on the environment. We are publishing Annual Report and other statutory disclosures are available on our website,www.nbccindia.gov.in.

Electronic copies of the Annual Report and Notice of the AGM sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not register their email addresses, physical copies of the Annual Report and the Notice of AGM are sent in the permitted mode. Members requiring physical copies can send request to the Company Secretary.

Financial Accounting

The Financial Statements have been prepared in accordance with the generally accepted accounting principles (GAAP) and in compliance with all applicable Accounting Standards issued by The Institute of Chartered Accountants of India (ICAI) and Companies Act.

Consolidated Financial Statement

In accordance with the Accounting Standards (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Statutory Auditors

M/s Sharma & Goel Co., Chartered Accountants, were appointed as Statutory Auditors for the financial year 2013- 14 by the Comptroller & Auditor General of India (C&AG). Their report is attached and forms part of this report.

Comments of C&AG

The comments of C&AG on the accounts of the Company for the year 2013-14 forms part of Annual Report.

Cost Audit & Compliance Report

Pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) in respect of maintenance of Cost Accounting Records by ''construction industry'' vide orders dated 03.06.2011, your Company made statutory compliances in respect of the financial year 2012-13.

Board of Directors

Ms. Jhanja Tripathy, JS & FA, MoUD has been appointed on the Board of Corporation as Government Nominee we.f June 13, 2014 in place of Shri Naresh Salecha former JS & FA, MoUD.

The Board places on record its deep appreciation for the valuable contribution of Shri Naresh Salecha as member of the Board.

Shri S.K.Chaudhary, Director (Projects) has also been appointed on the Board of NBCC we.f. November 13, 2013

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and Articles of Association of the Company Ms Jhanja Tripathy and Shri S.K.Chaudhary shall hold office till the Annual General Meeting and are eligible for appointment as nominee director and whole time director respectively.

Detail of the Directors seeking re-appointment as required under clause 49 of the Listing Agreement is provided in the Notice forming part of this Report.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub section (6) of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors hereby report as under:- a) that in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure;

b) that the selected Accounting Policies were applied consistently and the Directors 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 31st, 2014 and of the profit and loss accounts for the year ended on that date;

c) that proper and sufficient care has been taken 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

d) that the Annual Accounts have been prepared on a going concern basis.

Conservation of Energy, Technology Absorption, etc.

The information required to be disclosed in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 is Nil as the Company is mainly engaged in service sector. However while construction of buildings emphasis is given on use of such technologies which conserve energy by using solar energy construction of energy efficient and environment friendly intelligent and green buildings. Grid interactive SPV plant has been installed on roof of the corporate office building and at employees development centre, Gittorni, New Delhi.

Installation of energy efficient lights and use of natural light to the maximum extent is emphasized.

Particulars Of Employees

Pursuant to the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies'' (Particulars of Employees) Rules, 1975, as amended from time to time, none of the employees of the Company was in receipt of remuneration of more than Rs.60 Lac per annum or Rs.5,00,000/- per month.

Right to Information

In order to promote transparency and accountability, an appropriate mechanism has been set up in the corporation to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005

Acknowledgements

Your Directors sincerely acknowledge the support and co- operation provided by the Ministry of Urban Development, Ministry of Finance, Ministry of Home Affairs, Ministry of Defence, Ministry of Commerce, Ministry of External Affairs and various other government agencies.

The Directors also acknowledge the constructive suggestions received from the Comptroller & Auditor General of India, Statutory Auditors and Internal Auditors.

Your Directors thank all stakeholders for their faith, trust and confidence reposed in the Company.

Your Directors also place on record its appreciation for the devoted and dedicated services rendered by all the employees in taking the Company forward.

For and on behalf of the Board

Place : New Delhi Sd./-

Date : 23.07.2014 Chairman-cum-Managing Director

Mar 31, 2013

To the members,

The Directors have pleasure in presenting the 53rd Annual Report together with the suited statement of accounts for the financial year ended March 31,2013, Auditors Report and Comments on the Accounts by the comptroller & Auditor General of India.

Financial Results

(Rs,in crore)

INCOME 2012-2013 2011-2012

Cutover 3186.82 3429.32

Other operating Revenue 11.66 18.36

Other Income 148.97 134.62

Extra Ordinary Items (Insurance Claims) - -

Total Revenue (1) 3347.45 3595.82

EXPENDITURE

Prime cost 2701.76 3051.25

Increased/ (decrease) in stock 118.81 47.19

Overheads

i) Employee Benefit Expenses 170.76 157.21

ii) Other Expenses 41.92 41.85

iii) Write offs 5.02 2.88 iv) Prior period Expenses 0.87 (3.13)

Total (2) 3039.14 3297.25

Gross Margin (1-2) 308.31 298.57

Less: Depreciation 1.35 1.35

Less: Exceptional item (Interest) 5.32 7.39

Profit Before Tax (PBT) 301.64 289.83

Lees

i)Provision for Current Tax 94.65 102.85

ii) Deferred Tax (Assets)/ Liability (1.05) (3.19)

iii) Prior period Tax Adjustment 0.54 -

Profit After Tax (PAT) 207.50 190.17

New Business secured 7187.66 3933.72

Balance work in hand 12163.16 8162.21

Despite lower turnover in the financial year 2012-13 your company has earned a net profit before tax of Rs,301.64 crore (Rs,289.83 crore in FY 2011-12) representing an increase of 4.07% after providing depreciation of Rs,1.35 crore (Rs,1.35 crore in to 2011-12) and interest of Rs,5.32 crore (Rs,7.39 crore in FY 2011-12)

Dividend

Director of your company have recommend equity divided of Rs,3.75 per share of face value of Rs,10(-(37.50%) on the paid up equity share capital) for the financial year 2012-13 which is subject to approval of the Members in the ensuing Annual General Meeting. The total dividend payable works out to Rs,52.30 crore (excluded tax of Rs,7.30 crore).

MoU Performance

NBCC has been singing MoU every year with the Ministry of Urban Development since 1992-93 The performance of NBCC has been rated "EXCELLENT" by the Department of Public Enterprises for nine consecutive years i.e. from 2003-04 to 2011-12.The MOU for the year 2013-14 was signed with moUD on 21.03.2013.The following targets have been laid down for the year 2013-14.

(Rs,in crore)

Turover : 3600

Order Book : 4000

Gross Margin : 174

Net Profit : 142

Based on the Mou parameters the company is slated to achieve "Excellent" rating in the year 2012-13.

Order Book

At the beginning of the financial year 2012-13, opening work order in hand was Rs.8162.21 crore and New orders works to Rs.7187.66 crore were procured and work of Rs.3186.71 crore was executed thus balance work order of Rs.12163.16 Crore remained at the close of the financial year 2012-13.

Re-development of Government Colonies

The Ministry of Urban Development has allocated three additional works to your company for Re-development of old and in habitable Government colonies located at Nethaji Nagar, masturbate Nagar & Thyagraj Nagar in New Delhi for General pool Residential Accommodation (GPRA) under different categories in addition id a similar re-development project awarded at kidwai Nagar East, New Delhi in the previous financial year currently under execution at an estimated cost of Rs.4264 crore (approx) for which an MOU was executed with the Ministry of Urban Development and the company on July 16.2013. Further there development work in respect of these three additional projects to be undertaken during the current financial year. The Ministry of Urban Development has identified in all around 30 such similar projects which will completely transform outlook and provide possible solution to overcome the shortage of GPRA in the capital. All these new re-development projects would be development on the kidwal Nagar model and are likely to generate sizeable business to your company in future.

Business Strategies

A sub-committee of directors headed by the independent Directors on Strategic planning & Business Model was constituted by the Board in March, 2013 to map out strategy and business model in potential areas for achieving sustained growth in the long run while consolidation of the position in crore area of your company i.e. project Management and consultancy. Real Estate segment is likely to witness an increased share in the overall turnover in the coming items besides focus share in the overall turnover in the NBCC brand through new areas of operations in specialized area/activity also in entering into tie-ups or associates with other consultants and pioneers in the advanced technologies Further prime focus shall remain on the re-development works of old government colonies and provide impetus to achieve new heights in the next decade.

ISO Certification

Your Company is a certified ISO 9001-2008 in the field of Project Management & consultancy and the certification.

Safety Management

Safety Audit was conducted at field units, sites fire services day/week beginning from April 14,2012 and World Environment Day on June 5,2012 were observed corporate safety Awards scheme has been launched in October 2012 and of the major initiative towards awareness for observing safety parameters at all units project sites. corporate safety policy has been uploaded on the company''s website safety posters and calendars were circulated for display at work sites besides highlighting the importance of safety aspects through articles clipping and screening of film on safety.

Listing Requirement Compliances

Management Discussion and Analysis Report is at Annexure-a and Corporate Governance Report at Annexure-ii which forms integral part of the Directors Report as per requirements of the listing agreement.

Supplementary compliance certificate to corporate government Report singed by the Chairman cum- managing Director affirming receipt of compliance with the code of conduct from all board executives and key personal for the year 2012-13 is at Annexure III. Also certificate from the chairman -cum-Managing Director & chief Financial officer about due complaisance of Clause 49 (V) is at Annexure-IV and certificate of compliance of Corporate Governance provision signed by the statutory Auditors as per clause 49(VII) of the listing agreement is at Annexure-V.

Corporate Social Responsibility & Sustain ability Development

Your company is committed to the values of corporate social Responsibility & Sustainability Development (CSR & SD) and has adopted the guidelines issued by the Department of public Enterprises.CSR & CD has been assigned with the Ministry of Urban Development Government of India in line with the revised guidelines which were effective from April 01,2013, a committee of Director headed by the independent Director for CSR & Sustainability Development was reconstituted by the Board of Directors on February 8,2013. Also a Nodal officer has been nominated to submit report on regular basis on the progress about the implementation of CSR & SD activities to a Board level committee Your Budgetary provision for CSR & SD initiatives in compliance with the DPE GUIDELINCES HAS BEEN DULY APPROVED BY THE board OF directors OF YOUR COMPANY.

The following project based CSR initiatives were taken during the financial year 2012-13.

I. MoU Activities

(a) Merit-cum-Means scholarship scheme for students of class VIII to XII in association with m/s Looms.

(b) Conducting skill & Entrepreneurship Development program through training partners of NSDC in the market driven trades with an adjectives ensuring 75% employability to the students.

(c) Repairs of schools/providing toilets in schools in support of Right to Education and the Total Sanitation campaign of the Govt. of India.

(d) Constructions of Night Shelters in association with Urban shetter improvement Board at four different locations in Delhi.

(e) Construction of bus stands in Mizoram Alwar and J & K as per requirements of the state Agencies in these arises.

(f) Handing over Ambulance/Mobile Medical unites in J&K NER & Haryana to state authorities.

(g) MOU with TISS to carry out proposal evolution base line survey import assessment of CSR activities in compliance with DPE guidelines has been executed.

II. Non-MoU Activities

(a) Movivating young tallents in the field of sports in association with Bengal Tennis Association.

(b) Membership of India Trust for Rural Heritage and Developments (ITRHD) and for sustainable economic growth & for ensuring livelihood to rural residents.

(c) Construction of check Dams in villages at Kusaput, Taluka Bhiwandi.

(d) Providing Morgue Van to the Dy. Commissioner Champlain (Mizoram) the only hospital in the district.

(e) Rehabilitation of Earthquake attested victims for providing low cost houses for rehabilitation of earthquake effected victims in sikkm.

Conservation of Energy

Scope for energy conservation in service sector in which your Company is engaged e meager. Still emphasis on construction of buildings involving use of such techniques resulting in conservation or energy by use of solar energy. construction of energy efficient & environment friendly intelligent and green buildings. Grid interactive SPY power of an I has been installed on roof of the Corporate Office buying and one at Employees Development Central. Ghitomi new Delhi installation of energy efficient lights and use. of natural light to the maximum extent is being emphasized LASB technology s employed in sewage Treatment plant which assist in conservation of electricity.

Human Resource Development & Training

The HRD Division of the company assist employees for up gratin of the skills knowledge and ability to take up higher responsibilities on regular basis. This activity is undertaken by organizing in house lecture salaaming programmes workshop etc and also nominating officials. for external training programs seminars & workshops.

During the calendar year 2012-13 a total no.of 121 workshops seminars programs were conducted through in-house and external agencies on different subjects in which 1451 officials participated.

Training man days achieved were 2441 through these in-house and external training programe for group A&B officials.

Also the Trading Division of the company in Delhi had arranged multi-skill updating programme for Group C&D employees through in-house faculty.

During the calendar year 2012-13 three programme for each training batch companies 25 participants from different disciplines were conducted for C&D employees.

Manpower

Regular employees strength of the Company as on 31.3.2013 was 2212 and the category-wise position is as under:

GROUP-A GROUP-B GROUP-C GROUP-D TOTAL

763 61 1279 89 2212

(56) (8) (42) (5) (111)

(The figure in brackets is in respect of female employees)

Reservation Of Scheduled Castes And Scheduled Tribes/ Other Backward Classes And Physically Challenged Persons

Derives issued by the government of India from time to time for filling up of vacancies for SC/ST/OBC/Ex-serviceman/physically Handicapped have been following in the company during the year we have appointed 02 physically challenged persons in Group A

GOVERNMENT INSTRUCTIONS REGARDING RESERVATION RELAXATIONS CONCESSIONS & BENEFITS AS PROVIDED UNDER PERSONS WITH DISABILITY (EQUAL OPPARTUNITIES PROTECTION OF RIGHTS & full PARTICIPATIONS) ACT,1995 HAVE BEEN COMPLIED WITH.

Grade General SC % ST % TOtal

A 575 162 21.23 26 3.40 763

B 62 17 20.98 02 2.46 81

C 1050 215 16.81 14 1.09 1279

D 75 14 15.73 - - 89

Total 1762 408 18.44 42 1.89 2212

Industrial Relations scenario in the company during the year 2012-13 remainder peaceful and cordial. No man days were lost in strikes and all industrial disputes and differences were resolved amicably across the tables.

Progressive Use of Hindi

The Company has been implementing the provisions of Official Language Policy policies. are encouraged to use Hindi in their daily working Incentive schemes such as Noting Drawing Incentive silences such as nothing Drafting incentive scheme. Hindhi Dictation incentive Allowance to stenographers and Typist for doing official work in Hindi 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 Hindhi During the year 2012-13 quarterly meetings of official language implementation committee (OLIC) were held to review the progressive use of official language Hindhi in the company.

a seminar on use of Hindi Unicode was organized on 12th Jury. 2012 in which participants from different Central Public Sector Enterprises had actively participated,

Hindi Protsahan mas was observed from September 1 to September 30,2012 Hindhi Diwas was also celebrated on 14th september,2012 in which under of employees from other CPSEs took part. Several other workshops were held to promote the official use of Hindhi on regular basis throughout the year. inspections were also conducted by the Hindhi celled corporate office and other offices to oversee use of official language implementation was reviewed in quarterly General Managers conference.

Vigilance Activities

The Vigilance Division undertakes inquiry into transaction in which employee is suspected or alleged to have acted for an improper corrupt into any companies of corruption gross negligence misconduct recklessness lack of integrity or other kind of malpractices or misdemeanors on one''s part.

With an ultimate aim of eradicating corruption a four pronged strategy is followed which has also been appropriately incorporated in the Annual Action plan relating to anti corruption measures viz. (a) preventive vigilance (b) Detective vigilance & surveillance (c) punitive vigilances & (d) use of IT innovations to curd malpractices and ensure transparency.

Vigilante Awareness Week versa Observed in the company from October 29 to November 3,2012 vigilances souvenir posters etc, were also brought out on this occasion.

Corporate Communication Corporate communication (cc) Division continued to make efforts forwards image building and establishing NBCC brand through effective visits at real estate and other project sites During the year various publications like real brochures corporate brochures quarterly newsletters even -based invites etc, were brought out. The division besides making corporate film has also undertaken works related to regular release of NITS display advertisements printing of Diaries calendars corporate events and etc, participation in exhibition organizing corporate events and several other inaugural & foundation stone laying functions.

Green Initiative in Corporate Governance

As part of the Green initiative in corporate Governances the Ministry of corporate Affairs (MCA) Government of India through its circular Nos 17/2011 and 18/2011 dated April 21,2011 and April 29,2011respectively has also allowed companies to send official Notices/documents to their shareholders electronically.

As a responsible corporate citizen your company has supported the implementation of Grteen initiative circulars issued by ministry of corporate affairs (MCA) and effected electronic delivery of notices of Annual General Meeting (AGM) and Annual Report for the year ended march 31,2013 to those shareholders whose email addresses were already registers with the respective Depository participations (DPS) and downloaded from the depositories viz NSDL/CDSL.

Directors" Responsibility Statement

In accordance with the provisions of section 217 (2AA)_ of the companies (Amendment)Act,2000 your Director hereby report as under.

b) that the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable end prudent be 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 and loss accounts for the year ended on that date.

c) that proper and sufficient care has been taken 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

d) That the Annual according have been prepared on a going concern basis.

Public Work Organization

Your Company has been notifying as a public work cfganisallorir.FWO) construction agency covered under revised Rule 126 (2) of GFRs by virtue of which government department (s) PSUs and autonomous bodies would be in a position to award works an nomination basis.

Auditors

The statutory Auditors of your company were appointed by the controller & Auditor General of India (C&AG) M/S Sharms & Goel co., Chartered Accountants New Delhi was nap pointed as statutory Auditors of the Company for the year 2012-2013.

Cost Audit & Compliance Report

Pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) in respect of maintenance of cost Accounting Records by construction industry vide orders dated 03.05.2011 your company made statutory compliances in respect of the financial year 2011-12.

Particulars of Employees

Pursuant to the provision of section 217 (2A) of the companies Act, 1956 read with the companies (particulars of Employees) Rules 1975 as amended from time to time name of the employees) Rules company was in receipt of remuneration of more than Rs,60lac perineum or Rs,5,00,000/- per month.

Directors

During the year under report smt sudha krishnan joint secretary & FA shri s.k.MIttal and shri Rakesh misra former Director General of CPWD Ministry of Urban Development were appointed as government nominee director on Board of the company and their tenure concluded before March 31,2013 The Board places on record its deep apperception for the contributions made by them during their tenure.

Acknowledgements

Your Directors sincerely acknowledge the support and co-operation provided by the Ministry of Urban Development Ministry of Finance Ministry of home Affairs Ministry of Defense Ministry of commence Ministry of External Affairs and various other governments

The Directors also wish to hank CAG of India Chairman & Member of Audit Board Statutory Auditors for their co-operation and guidance and company bankers and esteemed clients for their continued support.

Your Director thank all stakeholders for their faith trust and confidence reposed in the company.

Your Directors also sincerely appreciate and thank all the employees for their valuable contribution and support in progress of the company

for and on behalf of the Board

place: New Delhi Chairman-cum-Managing Director

Date : July 24,2013.

Mar 31, 2012

The Directors take pleasure in presenting their 52nd Annual Report together with the audited statement of accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in crore)

INCOME 2011-2012 2010-2011

Turnover 3429.32 3126.77

Other Operating Revenue 18.36 19.28

Other Income 134.62 85.41

Extra Ordinary Items (Insurance claims) 13.52 -

Total Revenue (1) 3595.82 3231.46

EXPENDITURE

Prime Cost 3051.24 2840.15

Increased/(decrease) in stock 47.19 -

Overheads

i) Employees Benefit Expenses 157.21 128.97

ii) Other Expenses 41.25 34.21

iii) Write offs 2.88 11.18

iv) Prior Period Expenses (3.13) (0.21)

Total (2) 3296.64 3014.30

Gross Margin (1-2) 299.18 217.16

Less : Depreciation 1.96 3.21

Less: Exceptional Item (Interest) 7.39 4.32

Net Profit Before Tax (PBT) 289.83 209.63

Less :

i) Provision for Current Tax 102.85 69.15

ii) Deferred Tax (Assets)/Liabilities (3.19) 0.14

Net Profit After Tax (PAT)

For the year 190.17 140.34

New Business secured 3933.72 3055.82

Balance work in hand 8162.21 7657.81

Your Company registered a growth of 10% in turnover from Rs. 3126.77 crore in 2010-11 to Rs. 3429.32 crore in 2011-12, Gross margin increased from Rs. 217.16 crore in 2010-11 to Rs.299.18 crore in 2011-12 before interest and depreciation. After deducting interest of Rs. 7.39 crore, providing a sum of Rs. 1.96 crore towards depreciation, income tax provision of Rs. 102.85 crore and Deferred Tax (Assets) of Rs.3.19 crore; the Company operations resulted in a Net Profit of Rs. 190.17 crore in 2011-12 as against Rs. 140.34 crore in 2010-11.

DIVIDEND

Your directors have recommended equity dividend of Rs. 3.50 per share of face value of Rs. 10/- (35% on the paid up equity share capital) for the approval of the members for the financial year 2011-12.

After approval by the members, the dividend will be paid to those equity shareholders whose names appear in the Register of Members at the close of the 52nd Annual General Meeting.

MoU PERFORMANCE

MoU for the year 2012-13 has been executed on 15th March 2012 with the Ministry of Urban Development laying down the following targets:

(Rs. in crore)

Turnover : 3500

Order Book : 3500

Gross Margin : 207

Net Profit : 134

Your Company is expected to get 'excellent' rating during the financial year 2011-12 and continuing to maintain similarly rating since the year 2003-04.

DISINVESTMENT OF GOI SHAREHOLDING

Under the disinvestment programme of Government for profitable companies, your Company's IPO for disinvestment of 10% of equity shareholding of Government of India through book building process amounting to Rs. 12 crore comprising of 1.20 crore equity share of face value of Rs. 10/- each, opened for public on 22.3.2012 and closed on 27.3.2012. Overall the issue was subscribed by 4.93 times. EGoM fixed the price of equity share at Rs. 106/-. Your company's shares were listed on the bourses of BSE and NSE w.e.f. 12.4.2012.

ORDER BOOK

Work order in hand at the close of the previous financial year was Rs. 7657.81 crore and new business of Rs. 3933.72 crore was secured during the financial year 2011-12. The company executed works of Rs. 3429.32 crore during the year under report, thus leaving a balance work load of Rs. 8162.21 crore as at 31.3.2012.

RE-DEVELOPMENT OF GOVERNMENT COLONIES

The Ministry of Urban Development has issued Letter of Intent to your company for Re-development of Kidwai Nagar (East), New Delhi for General Pool Residential Accommodation (GPRA) in various categories. Estimated cost of the project is Rs. 4264 crore (approx.) which includes maintenance of GPRA for a period of 30 years. The work involves construction of about 4747 dwelling units of Type II to Type VII. The project is to be completed in 60 months. Your company will be paid Project Management charges @ 10% of the project cost. Towards initial construction, your company will make investment of Rs. 200 crore which will carry a return of 15%. Cost of the project will be recouped from lease sale of commercial office space (10% of total FAR permissible) and 10% of built up residential area for a period of 30 years to the government departments/ministries and PSUs.

The Ministry of Urban Development has also identified six other old and inhabitable government colonies for re-development on the model of Kidwai Nagar (East), GPRA complex. Out of these, your company has already initiated action for submission of project report, for the present in relation to three GPRA colonies at Netaji Nagar, Kasturba Nagar & Thyagraj Nagar in New Delhi. This re- development of government colonies is likely to generate new business and further improve the order book position of your company.

BUSINESS STRATEGIES

The company's constant endeavor for satisfaction of clients through timely completion, quality assurance and cost reduction during execution helps in providing them value added services in terms of better specifications within the sanctioned cost. Company's initiatives through constant liaison and proactive approach have resulted in repeat orders from clients. Implementation of proper fund management at the corporate level has resulted in effective utilization of financial resources.

ISO CERTIFICATION

Your company has obtained ISO 9001:2008 Certification for its Project Management and Consultancy Divisions. As an ISO9001:2008 accredited organization, making quality an obsession with commitment to continually improve the effectiveness of quality management system is a practiced philosophy. The Consultancy Division is equipped with latest software like STAAD Pro 2005 and AUTOCAD 2009 for drafting and designing.

SAFETY MANAGEMENT

Corporate Safety Policy has been adopted in the Company. During the financial year 2011-12, activities undertaken by the Safety Management Cell includes finalisation of NBCC Policy on Disaster Management, celebration of National Safety Day/week with effect from 4.3.2012, administering safety pledge on 5.3.2012. Other associated activities involved release of safety posters, display of safety banners at Corporate and field offices. Fire Services Day was observed on 14.4.2012 in company's field offices/sites. Besides, several communications highlighting the importance of safe working conditions at project sites were forwarded from time to time throughout the financial year.

LISTING REQUIREMENT COMPLIANCES

Management Discussion and Analysis Report is at Annexure-I and Corporate Governance Report at Annexure-II which forms integral part of the Directors' report as per requirement of the listing agreement.

Supplementary Compliance Certificate to Corporate Governance Report signed by the Chairman-cum-Managing Director affirming receipt of compliance with the code of conduct from all board executives and key personnel for the year 2011-12 is at Annexure-III. Also, Certificate from the Chairman-cum-Managing Director & Chief Financial Officer about due compliance of Clause 49(V) is at Annexure IV; and Certificate of compliance of Corporate Governance provision signed by the Statutory Auditors as per Clause 49(VII) of the listing agreement is at Annexure V.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has adopted a Corporate Social Responsibility Policy to undertake activities in line with the directives issued by the Department of Public Enterprises vide its O.M. No. 15(3)/2007-DPE(GM)-GL-99 dated 27.4.2010 . In accordance with government guidelines, 3% of net profit after tax has been allocated for CSR activities during the year 2011-12. Any unspent amount at the close of the financial year will be carried forward for utilization in the subsequent years. In terms of the Memorandum of Understanding signed between the company and Ministry of Urban Development for the year 2011-12, an amount of Rs. 1.97 crore has been spent on various CSR projects/activities such as: setting up of technical training institute; providing entrepreneurial and skill development courses for educated unemployed youth; drinking water facility in rural school in remote areas; providing toilet blocks in girls school in J&K; distribution of scholarship amongst girls students in the States of Bihar, Mizoram, Uttrakhand and NCT of Delhi; implementation of Rashtriya Swasthya Bima Yojna and financial support to Rajiv Gandhi Foundation for distribution of motorized vehicle to disabled person.

CONSERVATION OF ENERGY

With restricted scope for energy conservation in service sector, your company has laid emphasis on techniques resulting in conservation of energy by making use of solar energy and undertaking construction of Energy Efficient & Environment Friendly Intelligent Buildings. Your company has placed an order for supply & installation of a 16KWp Grid Interactive SPV power plant on roof of Corporate Office building. At work place, installation of energy efficient lights and maximum use of natural light is being encouraged. Sewage Treatment Plants executed using UASB technology without any moving parts helps in conservation of electricity.

HUMAN RESOURCE DEVELOPMENT & TRAINING

Human Resource Development continues to be accorded high priority with emphasis on improving skill, competence and knowledge through regular training and professional development programmes. A total of 962 training man-days were achieved during the year. During the year, 69 workshops/seminars/ lectures and programmes were conducted through in-house and external agencies on different subjects in which 526 officials were trained.

MANPOWER

Regular employees strength of the Company as on 31.3.2012 was 2227 and the category-wise position is as under:

GROUP-A GROUP-B GROUP-C GROUP-D TOTAL

759 66 1281 121 2227

(55) (5) (43) (8) (111)

(The figure in brackets is in respect of female employees).

RESERVATION OF SCHEDULED CASTES AND SCHEDULED TRIBES/ OTHER BACKWARD CLASSES AND PHYSICALLY CHALLANGED PERSONS

Directives issued by the Government of India from time to time for filling up of vacancies for SC/ST/OBC/Ex-servicemen/Physically Handicapped have been followed in the Company.

Government instructions regarding reservation, relaxations, concessions & benefits as provided under Persons with Disabilities (Equal Opportunities, Protection of Rights & Full Participations) Act, 1995 have been complied with.

Statistical information for category wise details of SC/ST employees in the Company is as under:-

Grade General SC %

A 569 165 21.73%

B 53 12 18.18%

C 106 193 15.20%

D 107 13 10.74%

Safai Karamcharis - 12 100%

Total 1790 395 17.73%

Grade ST % Total

A 25 3.29% 759

B 01 1.51% 66

C 15 1.18% 1269

D 01 0.82% 121

Safai Karamcharis - - 12

Total 42 1.88% 2227

PROGRESSIVE USE OF HINDI

The Company has been implementing the provisions of the Official Language Act. Employees are encouraged to use Hindi in their daily working. During the year 2011-2012, Official Language Implementation Committee (OLIC) quarterly meetings were also held to review the progress of official language in the Company. 1st September to 30th September, 2011 was observed as 'Hindi encouragement month' in which various activities and competitions were conducted in which employees took active part. 'Hindi Diwas' was celebrated on 14th September, 2011. During the year, several workshops were organized for promotion of the use of Hindi and to impart computer training to work in Hindi language. Inspections were conducted by the Rajbhasha Cell in RBG/Zones and various divisions at the Corporate Office to oversee the extent of use of official language in day to day working.

VIGILANCE ACTIVITIES

The Vigilance Division undertakes inquiry into transaction in which employee is suspected or alleged to have acted for an improper corrupt purpose or cause such an inquiry or investigation to be made into any complaint of corruption, gross negligence, misconduct, recklessness, lack of integrity or other kind of malpractices or misdemeanors on one's part.

With an ultimate aim of eradicating corruption, a four pronged strategy is followed, which has also been appropriately incorporated in the Annual Action Plan relating to anti-corruption measures viz. (1) Preventive Vigilance, (2) Detective Vigilance & surveillance, (3) Punitive Vigilance & (4) Use of IT innovations to curb malpractices and ensure transparency.

Vigilance Awareness Week was observed in the Company from October 31 to November 5, 2011. Vigilance Souvenir, Posters etc. were also brought out on this occasion.

CORPORATE COMMUNICATION

The company's image building exercise continued to be looked after by the Corporate Communication Division. For wide coverage of various activities and events of the company reliance was placed on appropriate usage of Print & electronic media. In-house journal, brochures, booklets, event specific folders etc. for sharing information about the organization with clients, business associates were brought out during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors hereby report as under:-

a) that in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure;

b) that the selected Accounting Policies were applied consistently and the Directors 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 31st March, 2011 and of the profit and loss accounts for the year ended on that date;

c) that proper and sufficient care has been taken 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

d) that the Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s Amit Ray & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company for the year 2011 - 2012.

PARTICULARS OF EMPLOYEES

Pursuant to the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies' (Particulars of Employees) Rules, 1975, as amended from time to time, none of the employees of the Company was in receipt of remuneration of more than Rs.60 lac per annum or Rs.5,00,000/- per month.

ACKNOWLEDGEMENTS

Your Directors sincerely acknowledge the support and co-operation provided by the Ministry of Urban Development, Ministry of Finance, Ministry of Home Affairs, Ministry of Defence, Ministry of Commerce, Ministry of External Affairs and various other Government agencies.

The Directors also wish to thank CAG of India, Chairman & Members of Audit Board, Statutory Auditors for their co-operation and guidance and company's bankers and esteemed clients for their continued support.

Your Directors place on records their sincere appreciation for the valuable contribution and support received from the employees of the company towards growth and progress of the company.

for and on behalf of the Board

Place : New Delhi Vishnu P Das

Dated : July 17, 2012 Chairman-cum-Managing Director

Mar 31, 2008

The Directors have pleasure in presenting the 48th Annual Report on the performance of your Corporation during the financial year ended on March 31, 2008 along with audited Statement of Accounts, Auditors' Report and Review of the Accounts by the Comptroller and Auditor General of India for the reporting period.

During the year 2007-2008, the turnover of your Corporation increased from Rs.1459.93 crores to Rs. 1969.99 crore representing an increase of 35% over the previous year. Gross margin increased by 226% to Rs. 421.54 crore (previous year Rs. 129.42 crore). Net Profit before tax has risen from Rs. 124.35 crore to Rs. 414.89 crore and Net Profit after tax is Rs. 279.83 crore (previous year Rs.80.88 crore).

FINANCIAL RESULTS (Rs. in crore)

INCOME 2006-2007 2007-2008

Turnover

Domestic 1459.93 1969.99

Overseas - -

Other Income 71.03 123.55

Increase/(Decrease) in stock (17.48) (68.57)

Prior Period Income 0.83 (0.08)

Total (1) 1514.31 2024.89

EXPENDITURE

Prime Cost 1246.33 1421.59

Overheads

i) Salary and wages 44.77 76.35

ii) Ex-gratia 1.51 0.80

iii) Write off Sundry Debtors 8.98 44.17

iv) Others 83.30 60.44

Total (2) 1384.89 1603.35

Gross Margin (1-2) 129.42 421.54

Less : Depreciation 2.94 3.09

Less: Interest 2.13 3.56

Net Profit Before Tax (PBT) 124.35 414.89

Less :

i) Income Tax (Overseas) - -

ii) Provision for Current Tax 42.96 132.87

iii) Shortfall in provision for 0.20 - Income Tax in previous year

iv) Provision for Fringe Benefit Tax 0.22 0.34

v) Provision for Deferred Tax 0.09 1.85

_Net Profit After Tax (PAT)

_- For the year 80.88 279.83

New Business secured 2198.35 2772.20

Balance work in hand 3430.13 4233.26

DIVIDEND

Your Corporation declared a maiden dividend on equity shares during the previous year. Your directors have recommended a dividend of Rs. 55.97 crore in the reporting year ( Previous year Rs. 0.90 crore). The dividend will be paid after approval by the shareholders at the Annual General Meeting.

MOU PERFORMANCE

MOU for the year 2008-09 has been signed with the Ministry of Urban Development on 28.3.2008 and following targets have been laid down in the MOU:

Rs. in Crore

Turnover : 1950.00

Order Book : 4660.00

Gross Margin : 150.00

Net Profit : 92.34

During the year 2007-08, your Corporation is likely to achieve 'excellent' rating in keeping with the track record since 2003-04.

ORDER BOOK

Opening balance of workload in hand was Rs. 3430.13 crore. During the year, works of Rs 2772.20 crore were secured and works of Rs. 1969.07 crore were executed. Workload in hand at the close of the financial year ended 31.3.2008 was Rs. 4233.26 crore.

VISION

- Our vision is to be a widely admired and preferred construction services company by setting the highest standards in customer service, reliability, safety and environment stewardship, and cost containment.

MISSION

- To supply customers with practical, secure, innovative and cost- efficient construction products and services that meet their needs as well as providing the necessary supporting infrastructure.

- To act in a socially responsible way to contribute to national wealth, whilst upholding our responsibility for the environment and promoting the well-being of our customers, employees, shareholders and other stakeholders.

- To achieve a premier position by developing and adopting best practices and state-of-the art technology in construction services and related activities for gaining a competitive advantage.

- To deliver value to projects through cost and planning optimization and effective risk management.

- To retain our status as the first ranked company of the Government of India in the filed of Contract and Construction Services.

- To become a Mini Ratna company with international standards of excellence.

- To become a Rs. 4,500 crore company by 2011-12.

BUSINESS STRATEGIES

Timely completion of projects, quality assurance, cost reduction have resulted in achieving greater customer satisfaction and generated business on repeat order basis from the clients. Following business strategies have been adopted by your Corporation :

1. Implementation of the concept of "Cost to Completion" (CTC).

2. Introduction of Computerised Project Management and Web based monitoring system.

3. 'A', 'B', 'C' categorisation of projects and close monitoring of projects depending upon their criticality.

4. Proactive approach and constant liaison with clients.

5. Implementation of Funds Management at the Corporate level for effective utilisation and exercising better control on financial resources.

6. Introduction of 'Labour in Prime Cost' concept, making it obligatory on contractor to engage departmental labour resulting in utilisation of surplus labour and reducing overheads on account of idle wages.

ISO CERTIFICATION

ISO 9001 Certification has been awarded to your Corporation for its Project Management and Consultancy Divisions. The Corporate Mission enshrines building a high degree of customer satisfaction and providing services conforming to ISO 9001: 2000 series. License for quality management system issued by the Bureau of Indian Standards is valid upto 29.3.2011.

CONSULTANCY DIVISION

Consultancy Division at the Corporate Office, a separate profit centre is equipped with latest software for drafting and designing. Recently, the Consultancy Division diversified its activities into Environmental Engineering field, designed water supply scheme for the State of Tripura and infrastructure projects for the State of Jammu & Kashmir and submitted DPR for projects of over Rs.700 crores. Against target of Rs.2 crores, turnover achieved by the Consultancy Division during the reporting period was Rs.2.41 crores.

SAFETY MANAGEMENT

Management is fully committed to ensure safe working conditions at all work sites. A full fledged and dedicated "Safety Management Cell" is operational at the Corporate Office to spread the awareness of "Safety" in all spheres of activity.

The statutory requirement for ensuring safe working conditions at the construction sites, is being propagated to all NBCC Officials. Lectures/Presentations on "Safety" were organized in the "Annual Review Meeting" attended by all Zonal Heads and Heads of Strategic Business Group & Regional Business Group.

CORPORATE GOVERNANCE

Your Corporation is engaged in implementing the best practices on Corporate Governance with philosophy based on transparency, disclosures and reporting which conforms fully with laws, regulations and guidelines. Objective is to create value for the stakeholders while being a responsible corporate citizen. In preparation of Annual Report, the Accounting Standards issued by the Institute of the Chartered Accountants of India have been followed. Project Incharges and other functionaries in the Corporation are required to comply with provisions of the works manual. In view of the organizational changes, Delegation of Powers have been suitably modified from time to time. Guidelines are also being issued by the Vigilance Division for proper execution of works at project sites. On matters of strategic importance involving high stakes, the Sub-committee of Directors with association of experts/consultants have been constituted.

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

As a policy, your Corporation is committed to support the principles of Global Compact. Several initiatives in this direction have been taken for execution of works in remote and difficult areas & providing job avenues to the locals; rehabilitation/reconstruction of infrastructure works in areas devastated by natural calamities; border fencing works for national security; and construction of water supply distribution system etc.

TECHNOLOGY UPGRADATION

Your Corporation for successful execution of various construction projects has adopted the following technologies:

- Up flow Anaerobic Sludge Blanket Technology for Sewage Treatment Plant.

- Slip-form & Sliding form technology for high rise structures.

- Incremental launching of girder for bridges and elevated tracks.

- Segmental construction of superstructure in bridges.

- Use of hydraulic rig for piling.

- Use of Tunnel Form Technology for mass housing.

- Horizontal slipping for large dia circular cast-in-situ pipes.

- Adoption of ready mix concrete for major construction projects.

CONSERVATION OF ENERGY

While engaged in service sector, there is limited scope for energy conservation. Emphasis is being laid on employing techniques which result in conservation of energy, such as use of solar energy devices in buildings. At work place, emphasis is more on installation of energy efficient lights and using natural light to a maximum extent. Sewage Treatment Plants executed using UASB technology without any moving parts helps in conservation of electricity.

MANAGEMENT DISCUSSION AND ANALYSIS

Real Estate continues to be a major thrust area for increased volume of turnover and improvement in the profitability. Development of a full fledged ERP system is under implementation covering Corporate and Zonal activities with respect to various functions viz., Finance, HR, Projects, Business Development, Real Estate, Consultancy and Contracts etc. Use of IT systems will enable further transparency, better governance and effective control in the organisation. Five Years Corporate Plan has been drawn for the period 2007-2012.

HUMAN RESOURCE DEVELOPMENT & TRAINING

Human Resource Development continued to be accorded high priority with emphasis on improving skill, competence and knowledge through regular training and professional development programmes. A total of 962 training man-days, covering 577 man-days under in-house training programmes and 385 man-days under external training programmes were achieved during the year. During the year, 71 workshops/seminars/ lectures and programmes were conducted through in-house and external agencies on different subjects in which 719 officials were trained

MANPOWER

Total strength of regular employees of the Corporation as on 31.3.2008 stood at 2388. The category-wise position in respect of regular employees is as under:

GROUP-A GROUP-B GROUP-C GROUP-D TOTAL

660 164 990 574 2388

(36) (13) (27) (27) (103)

(The figure in brackets is in respect of fema e employees).

RESERVATION OF SCHEDULED CASTES AND SCHEDULED TRIBES/ OTHER BACKWARD CLASSES :

Directives issued by the Government of India from time to time for filling up of vacancies for SC/ST/OBC/Ex-servicemen/Physically Handicapped have been followed in the Corporation.

Statistical information in this regarding is given below :-

1. Category wise details of SC/ST employees in the Corporation is as under :-

Group General SC % of SC ST % of Total No. of ST employees

A 523 123 18.63% 14 2.12% 660

B 117 40 24.39% 07 4.26% 164

C 842 140 14.14% 08 0.80% 990

D (Excluding 481 75 13.36% 05 0.89% 561 Sweepers)

D (Sweepers) _ 13 100% - - 13

Total 1963 391 16.37 34 1.42% 2388

PROGRESSIVE USE OF HINDI

During the year 2007-2008, efforts continued in the Corporation towards progressive use of Hindi. OLIC quarterly meetings were also held to review the progress of official language in the Corporation. September,2007 was observed as HINDI encouragement month in which various activities and competition were conducted. Vishwa Hindi Diwas was observed on 10.1.2008. On 18.3.2008, a regional official language workshop was organised at Guwahati. During the year, several workshops to promote the use of Hindi were held and also computer training was imparted for work in hindi language. Inspections were conducted by the Hindi Cell in RBG/Zones and various divisions at the Corporate Office to oversee the extent of use of official language in day to day working.

VIGILANCE ACTIVITIES

The Vigilance Division at Corporate Office is headed by Chief Vigilance Officer, an officer on deputation at the level of Director in the Government of India. Vigilance Division undertakes inquiry into transaction in which employee is suspected or alleged to have acted for an improper corrupt purpose or cause such an inquiry or investigation to be made into any complaint of corruption, gross negligence, misconduct, recklessness, lack of integrity or other kind of malpractices or misdemeanors on one's part.

With an ultimate aim of eradicating corruption, a four pronged strategy is followed, which has also been appropriately incorporated in the Annual Action Plan relating to anti-corruption measures viz. (1) Preventive Vigilance, (2) Detective Vigilance & surveillance, (3) Punitive Vigilance & (4) Use of IT innovations to curb malpractices and ensure transparency.

'Vigilance Awareness Week' was observed in the Corporation from 12.11.2007 to 16.11.2007 and a souvenir containing important circulars of the CVC, was brought out by the Vigilance Division.

PUBLIC RELATIONS

Public Relations Division continued its sustained efforts to project the image of the Corporation through effective use of print and electronic Media. Films on operational activities of the Corporation have been produced. House journals, brochures, booklets, event specific folders, pamphlets are being regularly published. A few corporate campaigns have also been done as a part of image building exercise.

EVENTS AND OTHER ACTIVITIES

During the year, following events and activities have been organised:

- Foundation Stone laying by Shri Anand Sharma, Hon'ble Minister of State for External Affairs for construction of Transit Accommodation for Ministry of External Affairs in June 1, 2007.

- Organising Maiden Dividend paying event on August 22, 2007.

- Organising JNNURM Conference in Delhi on 9.10.2007.

- Foundation Stone laying by Prof. R S Dhankar, Vice Chancellor of MD University for Faculty of Performing & Visual Arts at the University Campus, Rohtak (Haryana) on 20.10.2007.

- Inauguration of a 3-Day Seminar from 15-17th November, 2007 on Solid Waste Management by H.E. Shri Gaj Singh Ji, former Maharaja of Jodhpur at Jodhpur (Rajasthan)

- Inauguration of B.T. Road Flyover at Imphal (Manipur) by Shri S S Sidhu, H.E. Governor of Manipur on 30.11.2007.

- Inauguration of Married Accommodation Project for Defence personnel at Nasik by Major General R K Hooda, GOC, MG & Area on 6.12.2007.

- Foundation Stone laying for construction of CRPF Group Centre at Greater Noida (UP) by Shri S I S Ahmed, IPS, Director General of CRPF on 10.12.2007.

- Regular coverage of business activities, achievements etc. of the Corporation as also interviews of Chief Executive in the print and electronic media have been arranged.

SERVICE MEMENTOS

Service Mementos were presented to employees on completion of their 25 years of service in the Corporation.

BOARD MEETINGS

During the year Shri Ajay K Garg, appointed as Director(Finance) w.e.f. 19.4.2007. Dr. R K Vats, Joint Secretary & Financial Adviser, Ministry of Urban Development appointed as Director on the Board of the Corporation vice Shri Raghubir Singh, Addl. Secretary & Financial Adviser (Health) & Financial Adviser (UD), who ceased to be Director w.e.f. 4.5.2007.

During the year under report, 9 meetings of the Board of Directors were held on 13.4.07, 17.5.07, 6.7.07, 17.8.07, 3.9.07, 5.9.07, 25.9.07, 18.12.07 and 12.2.08.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors hereby report as under :-

a) that in the preparation of annual accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departure;

b) that the selected Accounting Policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation as at 31st March, 2008 and of the profit and loss accounts for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities; and

d) that the Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s Dinesh Mehta & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Corporation for the year 2007- 2008.

PARTICULARS OF EMPLOYEES

Pursuant to the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies' (Particulars of Employees) Rules, 1975, as amended from time to time, none of the employees of the Corporation was in receipt of remuneration of more than Rs.24 lacs per annum or Rs.2,00,000/- per month.

ACKNOWLEDGEMENTS

Your Directors sincerely acknowledge the support and co-operation provided by the Ministry of Urban Development, Ministry of Finance, Ministry of Home Affairs, Ministry of Defence, Ministry of Commerce, Ministry of External Affairs and various other Government agencies.

The Directors also wish to thank CAG of India, Chairman & Members of Audit Board, Statutory Auditors for their co-operation and guidance and Corporation's bankers, RBI, Exim Bank, Embassies, Protector of Emigration, Passport authority for their continued support.

Your Directors also take this opportunity to place on record their sincere appreciation for the hard work and efforts put in by all the members of NBCC family towards the growth and progress of the Corporation.

For & on behalf of the

Board of Directors

Place : New Delhi (Arup Roy Choudhury)

Dated: Chairman-cum-Managing Director

Mar 31, 2006

The Board of Directors take great pleasure in presenting the 46th Annual Report on the performance of your Corporation during the financial year ending 31st March, 2006 alongwith audited Statement of Accounts, Auditors' Report and Review of the Accounts by the Comptroller and Auditor General of India.

YEAR IN RETROSPECT

During the year 2005-2006, your Corporation achieved a tremendous growth in its operations- turnover for the first time surpassed a thousand crore mark with actual turnover of Rs. 123569.92 lakhs representing 58.82% increase over the previous year turnover of Rs.77802.57 lakhs. Net Profit after tax increased by Rs. 1257.62 lakhs from Rs.1545.84 lakhs to Rs. 2803.46 lakhs thus registering increase of 81.35%. Gross margin of Rs.5205.26 lakhs has also shown substantial improvement over the previous year. With these encouraging results, the networth of the Corporation has risen to Rs. 7331.89 lakhs.

During the reporting year, new business of Rs.215929.00 lakhs was secured as under :-

(Rs. in lakhs)

Clients Project description Value

MOUD/MOUE&PAU Infrastructure development projects 55910 in North East and Solid Waste Management Projects etc.

MHA Border fencing works in Assam, 51080 Meghalaya & Tripura

Other Central/State Construction of Institutional and 23073 Govt. Ministries Office Buildings etc.

BHEL Construction of Civil works and Coal 17977 & Ash handling Plant at Chandrapura, TPS,Jharkhand

ONGC PMC work of ONGC energy centre and 9000 corporate office of ONGC Group of Companies and Up-gradation /Modification of Juhu Helibase, Mumbai for ONGC.

Other PSUs Construction of residential, 54550 institutional & factory buildings etc.

Maintenance works 4339

FINANCIAL PERFORMANCE

(Rs. In lakhs)

2005-2006 2004-2005

INCOME

Turnover

- Domestic } 123547.34 77701.60

- Overseas } 22.58 100.97

Other receipts 8463.62 3060.91

Increase/(Decrease) in stock (389.71) (800.35)

Prior Period adjustment (Net) 76.59 95.75

Total (1) 131720.42 80158.88

EXPENDITURE

Prime Cost 110657.27 67671.92

Overheads

i) Salary and wages 4593.98 4321.95

ii) Ex-gratia 120.84 172.19

iii) Write off Sundry Debtors 5275.14 929.72

iv) Others 5867.93 3214.90

Total (2) 126515.16 76310.68

Gross Margin (1-2) 5205.26 3848.20

Less : Depreciation 449.50 316.77

Less : Interest 788.45 1008.57

Net Profit Before Tax (PBT) 3967.31 2522.86

Less :

i) Income Tax (Overseas) 4.33 9.77

ii) Provision for Current Tax 972.33 991.66

iii) Shortfall in provision for Income 60.81 - Tax in previous year

iv) Provision for Fringe Benefit Tax 20.00 -

v) Provision for Deferred Tax 106.38 (24.41)

Net Profit After Tax (PAT)

- For the year 2803.46 1545.84

- Cumulative (-) 4633.32 (-) 7436.78

New Business secured 125011.00 134078.20

Balance work in hand 269170.78 176811.70

Net profit before tax increased by 57.25% to Rs. 3967.31 lakhs (previous year Rs. 2522.86 lakhs) and net profit after tax increased by Rs.1257.62 lakhs representing an increase of 81.35% over the previous year.

DUES OUTSTANDING

The outstanding dues in respect of works executed in Iraq amounting to Rs.5234.41 lakhs and Libya Rs.5888.46 lakhs are not forthcoming due to US Sanctions. Necessary assistance for realization of these dues has been sought at the Government and Diplomat level.

Outstanding dues in respect of domestic/overseas operations carried out in the past continues to be alarmingly high. The amount outstanding is of the order of Rs.37122.25 lakhs (domestic operations Rs.37080.05 lakhs and other overseas operations Rs. 42.20 lakhs ) as against the amount outstanding in previous year of Rs. 23205.95 lakhs (domestic operations Rs.23134.47 lakhs and other overseas operations Rs. 71.48 lakhs), mostly against the Government Departments and other Agencies. Progress of realisation of dues is being monitored regularly in the Corporate Office at the functional director level for appropriate action.

DIVIDEND

As per requirements of Section 205 of the Companies Act, 1956, declaration of dividend out of its profits for the current year cannot be made unless accumulated losses incurred to the extent of unabsorbed depreciation are set off. Therefore, your Directors have not recommended any declaration of dividend for the financial year 2005-2006.

ORDER BOOK

There was an opening balance of Rs.176811.70 lakhs. During the year 2005-06, your Corporation secured new works of Rs 215929.00 lakhs and works amounting to Rs.123569.92 lakhs were executed during the reporting period. Balance workload in hand at the close of the financial year ended 31.3.2006 was Rs.269170.78 lakhs.

MEMORANDUM OF UNDERSTANDING

MOU for the year 2006-07 has been signed on 29.3.2006 with the Ministry of Urban Development . Following targets have been laid down in the MOU:

(Rs. in lakhs)

Turnover 86500

Business Development 210310

Gross Margin 1900

Net Profit 748

During the year 2005-06, the Corporation is likely to achieve 'excellent' rating.

CORPORATE VISION-2010

The Corporate Vision is as under :

To improve the USP of the Corporation which delivers high quality projects in time and within cost.

To improve the customer relationship and strive for customer satisfaction by proactive approach.

To improve the liquidity and bankability of the Corporation by a four pronged approach :

i) Expansion of business in Project Management & Consultancy by capitalizing on ISO-9001 accreditation. Thus, further improving credibility of the Organisation as a techno professional body.

ii) Striving hard for developing Real Estate projects for fruitful commercial exploitation of available land so as to generate handsome profit, off-set overhead cost and accumulated losses.

iii) Selectively taking up works on tendered basis.

iv) Building a highly receptive, informative and professionally charged Organisation by introducing modern project management concepts and exploiting development in information technology sector by introducing Web based monitoring and communication systems, LAN based information sharing systems, SAP based financial and personnel management system.

To improve the rating of the Corporation both in terms of specified and implied needs of the customer by regular modernization, training, interactive session and lateral induction of ideas and thoughts.

To instil a commitment in the Organisation to make it more transparent, dynamic and result-oriented.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Corporation has identified Real Estate and Power Sector as major thrust areas for achieving quantum jump in the turnover and for overall improvement in the bottom line. Government has accorded its approval to NBCC to foray into the Power Projects. On real estate front, foundation stone of the prestigious NBCC VIBGYOR TOWERS being developed on 10 acres of land at Rajarhat, Kolkata was laid down on 21.2.2006. Cabinet has approved the NBCCs proposal for construction of 492 type VI, VII and VIII houses for Ministers & Senior Officers of Central Government on Shanti Path-Vinay Marg, a prime location in Delhi. This is the first of its kind project by the Central Govt. wherein part of the land of the project will be utilized as resource to generate funds for the construction and development of the project. Further, all possibilities are being explored for developing overseas business and for this purpose your Corporation is in the process of setting up an office in Abu Dhabi. A turnover target of Rs. 5000 crores plus has been set up by the end of next five years period.

BUSINESS STRATEGIES

Timely completion of projects, quality assurance, cost reduction have achieved greater customer satisfaction and also helped in repeat orders from your valued clients through the following business strategies:

1. Introduction of the concept of "Cost to Completion" (CTC).

2. Introduction of Computerised Project Management and Web based monitoring system.

3. 'A', 'B', 'C' categorisation of projects and close monitoring of projects depending upon their criticality.

4. Proactive approach and constant liaison with clients.

5. Introduction of Funds Management at the Zonal level (ultimately to be centralized at the Corporate level) for effective utilisation and exercising better control on financial resources.

6. Introduction of 'Labour in Prime Cost' concept, making it obligatory on contractor to engage departmental labour resulting in utilisation of surplus labour and reducing overheads on account of idle wages.

ISO CERTIFICATION

NBCC obtained ISO 9001 Certification for its Project Management and Consultancy Divisions. The Corporate Mission enshrines building a high degree of customer satisfaction and providing services conforming to ISO 9001: 2000 series. Licence for quality management system issued by the Bureau of Indian Standards is valid upto 28th March, 2008.

CORPORATE GOVERNANCE

Towards good governance practices, emphasis is being laid in the Corporation on facets of observing transparency, accountability and proper disclosure. Accordingly, appropriate changes have been brought in various formats devised for Management Information System. The Project Incharges and other functionaries in the Corporation are required to comply with provisions of the works manual. In view of the organizational changes, Delegation of Powers have been suitably modified from time to time. Guidelines are also being issued by the Vigilance Division for proper execution of works at project sites.

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

NBCC is committed to support the principles of Global Compact. As per Corporation's policy, NBCC has taken several initiatives in this direction by undertaking execution of works in remote and difficult areas & providing job avenues to the locals; rehabilitation/reconstruction of infrastructure works in areas devastated by natural calamities; border fencing works for national security; and construction of water supply distribution system etc.

During the previous year, some of the activities undertaken in relation to implementation of Global Compact principles are outlined below:

1. As a policy matter, NBCC is operating in remote areas where other construction agencies dare not venture into. In the North East Region of the country, NBCC has helped in upliftment of socio economic status of skilled/unskilled persons engaged locally on Corporation's work site both on-going and completed projects in all the 7 states of North East.

2. In the earthquake ravaged areas of Jammu & Kashmir, NBCC has constructed community shelters with kitchen and toilets blocks at a cost of 678.56 lakhs for providing immediate relief to the affected people on no profit basis. Few of the community centres were erected in remote areas having no motorable roads where the construction material was physically lifted and taken to sites.

3. Being conscious about the need for continuous upgradation of skills and knowledge of employees both in-house and external training programmes were organised/arranged.

4. NBCC has on its rolls number of physically challenged persons in its work force. Besides, the Corporation is laying emphasis on promotion of interest of economically weaker and backward classes of the society through the implementation of its commitment to the 'Reservation Policy'.

5. Construction of schools and dispensaries in earthquake affected area of Gujarat and in cyclone affected areas of Orissa, on no profit basis valuing Rs.1869.83 lakhs were executed.

6. All employees of the company had contributed their one day salary besides Corporation's share of contribution for providing relief to the earthquake ravaged areas of Jammu & Kashmir.

7. NBCC Prize for Excellence carrying cash award of Rs.2000/- and a certificate was given to the best student of M.Tech. Programme run by Deptt. of Civil Engineering, Indian Institute of Technology, Delhi.

TECHNOLOGY UPGRADATION

Your Corporation for successful execution of various construction projects has adopted the following technologies:

- Upflow Anaerobic Sludge Blanket Technology for Sewage Treatment Plant.

- Slip-form & Sliding form technology for high rise structures.

- Incremental launching of girder for birdges and elevated tracks.

- Segmental construction of superstructure in bridges.

- Use of hydraulic rig for piling.

- Use of Tunnel Form Technology for mass housing.

- Horizontal slipping for large dia circular cast-in-situ pipes.

- Adoption of ready mix concrete for major construction projects.

CONSERVATION OF ENERGY

NBCC, engaged in service sector, has limited scope for energy conservation. Emphasis is being laid on employing techniques which result in conservation of energy, such as use of solar energy devices in buildings. At work place, emphasis is more on installation of energy efficient lights and using natural light to a maximum extent. Sewage Treatment Plants executed by NBCC using UASB technology without any moving parts helps in conservation of electricity.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Corporation earned Rs. 1206.76 lakhs and incurred an expenditure of Rs. 3980.86 lakhs in foreign exchange as per details furnished in Item No. 26 D&E Notes to the Accounts (Schedule 22 ) forming part of the Accounts.

HUMAN RESOURCE DEVELOPMENT & TRAINING

Human Resource Development continued to be accorded high priority with emphasis on improving skill, competence and knowledge through regular training and in-house/outside faculty professional development programmes. In-house and external training programmes were organised during the year. The employees management relation remained very harmonious. Periodically, discussions were held between the Management and representative of various Trade Unions on issues relating to general welfare of the staff and workers.

Consultative and Participative Management style has been implemented for achieving the Corporate goals. The morale of the employees remained high which contributed positively in the progress of the Corporation.

MANPOWER

Total strength of regular employees of the Corporation as on 31.3.2006 stood at 2527. The category-wise position in respect of regular employees is as under:

GROUP-A GROUP-B GROUP-C GROUP-D TOTAL

634 230 1015 648 2527

(22) (21) (32) (29) (104)

(The figure in brackets is in respect of female employees).

RESERVATION OF SCHEDULED CASTES AND SCHEDULED TRIBES/ OTHER BACKWARD CLASSES :

Directives issued by the Government of India from time to time for filling up of vacancies for SC/ST/OBC/Ex-servicemen/Physically Handicapped have been followed in the Corporation.

Statistical information in this regarding is given below :-

Category of General SC %age of ST %age of Total no. of employees SC ST employees

Group-A 506 113 17.82 15 2.37 634

Group-B 166 57 24.78 07 3.04 230

Group-C 860 142 13.99 13 1.28 1015

Group-D 547 96 14.81 05 0.77 648

Grand Total 2079 408 16.14 40 1.58% 2527

PROGRESSIVE USE OF HINDI

During the year 2005-2006, efforts continued in the Corporation towards progressive use of Hindi. During the year, OLIC quarterly meetings were also held to review the progress of official language in the Corporation. "HINDI DIWAS" was celebrated on 14.9.2005. On this occasion, competition was held to test the knowledge of official language and computer usage for hindi applications.

"Hindi Pakhwara" was organised from 14.9.2005 to 21.9.2005 and competitions were conducted in which employees took active part. Cash prizes were later on awarded to the winners. During the year under report, several inspections were conducted by the Hindi Cell in Zones and various Divisions at the Corporate Office to oversee the extent of use of official language in day to day working.

VIGILANCE ACTIVITIES

The Vigilance Division at Corporate Office is headed by Chief Vigilance Officer, an officer of the level of Joint Secretary in the Government of India, on deputation from the Ministry of Railways. Complaints received from within the Corporation, Members of public, Central Bureau of Investigation, Central Vigilance Commission, Clients and Ministry of Urban Development are probed and investigations are conducted and wherever lapses are noticed, disciplinary proceedings are initiated against the delinquent employees.

With a view to eradicate corruption amongst the employees of the Corporation, a three pronged strategy, as under, is followed :

1. Preventive Vigilance.

2. Detective Vigilance and Surveillance.

3. Punitive Vigilance.

Preventive Vigilance ensuring measures to reduce and eliminate corruption is practised in the Corporation by way of regular and surprise inspection of sensitive and corruption prone areas by the Officers of Vigilance Division apart from the functioning of other teams/agencies.

Through strict surveillance, execution of sub-standard work and unethical practices have been checked to a great extent, thus resulting in substantial savings to the Corporation and steps have also been taken to avoid recurrence of such irregularities.

On the punitive side, on the basis of reports received from the Chief Technical Examiner of Central Vigilance Commission as well as on the basis of our own internal investigations, disciplinary proceedings against the defaulters have been initiated and these are constantly monitored so as to punish the guilty expeditiously.

NBCC observed 'Vigilance Awareness Week' from in its Corporate, RBG & Zonal Offices all over the country from 1.7.2005 to 11.7.2005 . The event, at the Corporate Office started with taking pledge by the employees. Vigilance Awareness posters and a Souvenir were brought out on the occasion. Presentations and interactive session were also arranged. As a part of Vigilance Awareness Week Celebrations, Vigilance Division of the Corporation also brought out a Compendium of Circulars issued by CVC during July, 2004 to September, 2005.

PUBLIC RELATIONS

The Corporate Public Relations Division continued to make sustained efforts to project the image of the Corporation through effective use of print and electronic Media. NBCCs activities, achievements and its new strategies, initiatives etc. were effectively carried out by the media during the year.

PUBLICATIONS

The Public Relations Division publishes an in-house Journal - 'NBCC NEWS'. This regular publication highlighted the operational activities of the Organisation as also reported new initiatives for growth and events taken place within the Organisation during the year. For prompt dissemination of information, the NBCC News is now being brought out 'monthly' instead of 'quarterly'.

EXHIBITION

Your Corporation participated in the North East Trade Expo 2005 held at Pragati Maidan, New Delhi from 7-14 March, 2005, jointly organised by the Ministry of Development of North Eastern Region (DONER) and ITPO. This platform was used by NBCC to display exhibits of various completed and on-going infrastructure development projects in all the North Eastern States including Sikkim. The Corporation also participated in the State Science Fair organised by Tripura State Council for Science & Technology at Agartala from January 5-10, 2006. NBCC participation in the exhibition provided it an opportunity to showcase its huge stake in the development of Tripura as also the whole of North Eastern Region.

EVENTS

- Kumari Selja, Hon'ble Minister of State for Urban Employment & Poverty Alleviation, Govt. of India unveiled the foundation stone for Slum Upgradation Projects at Aizawl (Mizoram).

- Ms Sashi Sarin, Director, EIA unveiled the foundation stone for Office Building of Export Inspection Agency at Chennai.

- Kumari Selja, Hon'ble Minister of State for Urban Employment & Poverty Alleviation, Govt. of India inaugurated the Housing Complex for Urban Poor at Borsojai, Guwahati on April 11,2005.

- Shri Kamal Nath, Hon'ble Union Minister of Commerce & Industry, Govt. of India inaugurated the Intellectual Property Office (IPO) Building at Dwarka, New Delhi on 29.8.2005, Kolkata on 28.10.2005 and Chennai on 21.10.2005.

- Chief Secretary, Govt. of Mizoram inaugurated the All India Services Officers Transit Accommodation at Aizawl( Mizoram).

- Shri Virbhadra Singh, Hon'ble Chief Minister, Himachal Pradesh inaugurated the Sewage Treatment Plant, Simla on 1.10.2005.

- NBCC signed MoU with ONGC on 12.9.2005 for construction of "Green Energy Efficient, Intelligent and Barrier Free Office Buildings in New Delhi and Mumbai". The execution of these social projects would be in line with the "US Green Building Council's (USGBC) Leadership in Energy and Environment Design Programme (LEED) Platinum Rating.

- Shri Virbhadra Singh, Hon'ble Chief Minister, Himachal Pradesh, performed 'Bhoomi Puja' for construction of Distance Education and Open Learning Study Centre, Himachal Pradesh University at NOIDA.

- Shri Jaipal Reddy, Hon'ble Minister for Urban Development, Govt. of India & Shri Buddhadeb Bhattacharjee, Hon'ble Chief Minister of West Bengal, unveiled the Foundation Plaque of NBCC VIBGYOR TOWERS, Rajarhat (Kolkata) on 21.2.2006.

- Lt. Gen. P.R. Gangadharan, AVSM, VSM, General Officer Commanding, 12th Corps, laid the Foundation Stone of the Married Accommodation Project for Defence Personnel at Jodhpur.

- NBCC celebrated its 46th Foundation Day, the 15th November. A function on this occasion was organised at the Corporate Office on 14.11.2005.

VISITS

- Shri Anil Baijal, Secretary, Urban Development visited NBCC's UD Projects in the State of Assam & Meghalaya on 26-27 May, 2005.

- Shri Neiphin Rio, Hon'ble Chief Minister of Nagaland visited Sainik School Project at Punglwa (Nagaland) on 10.2.2006.

AWARDS

- Shri Oscar Fernandes, Hon'ble Minister of State (Independent Charge) for Stastistics & Programme Implementation, Govt. of India, gave away the prestigious Best Chief Executive Gold Award on November 6, 2005. The award has been conferred on Shri Arup Roy Choudhury for his outstanding contribution in turning around NBCC.

- Shri Subodh Kant Sahai, Hon'ble Minister of State for Food Processing Industries, Govt. of India, gave away the prestigious Best Technocrat Award to Shri Arup Roy Choudhury, CMD, NBCC on December 8, 2005. Instituted by the Creative Foundation, New Delhi. The award was presented at a National Seminar held in New Delhi.

SERVICE MEMENTOS

Service Mementos were presented to employees on completion of their 25 years of service in the Corporation as on 31.3.2005.

PERFORMANCE LINKED MEMENTOS

The excellent financial performance by the Corporation during the year brought in pride to the employees who made it happen. In recognition , mementos in the form of a wall-clock with NBCC logo printed on dial, were presented to all employees of the Corporation.

MEDIA CAMPAIGN

- In order to give a wide publicity to the launch of NBCC VIBGYOR TOWERS, KOLKATA - The maiden residential Realty Scheme of the Corporation, a pre- launch massive campaign was organised in October, 2005 in Delhi & Calcutta by way of displaying banners, posters and putting up stalls at various festival spots and exhibitions etc. A planned print media campaign was also organised for the purpose.

- To project NBCC's thumping business success over the past 4-5 years as also its growing contribution in the development of the Nation, specific initiatives by way of organizing CMD's interviews in the leading national dailies & magazines were taken up. News Items were also carried in all frontline newspapers both National & Regional.

- Event specific Foundation Stone Laying & Inauguration were also brought out depicting project details.

BOARD MEETINGS

The Board of Directors place on record the valuable guidance and support given by your Directors. Smt. Neena Garg, Joint Secretary & FA, Ministry of Urban Development was appointed as Director on Board of the Corporation vice Shri Ajeer Vidya, Joint Secretary & FA, Department of Information Technology who ceased to be the Director in NBCC w.e.f. 21.4.2005. Shri S.M. Acharya, Additional Secretary (UD), Ministry of Urban Development was appointed as Director on Board of the Corporation vice Shri P.K. Pradhan, Joint Secretary (D&L) w.e.f. 23.3.2006. Shri S. Shankar, Director(Projects) ceased to be the Director of the Corporation on attaining his superannuation on 31.12.2005.

During the year under report, 9 meetings of the Board of Directors were held on 14.4.2005, 24.6.2005, 20.7.2005, 8.9.2005, 14.12.2005, 20.1.2006, 27.1.2006, 11.3.2006 and 23.3.2006.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors hereby report as under :-

a) that in the preparation of annual accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departure;

b) that the selected Accounting Policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation as at 31st March, 2006 and of the profit and loss accounts for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities; and

d) that the Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s Dinesh Mehta & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Corporation for the year 2005-2006.

PARTICULARS OF EMPLOYEES

Pursuant to the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies' (Particulars of Employees) Rules, 1975, as amended from time to time, none of the employees of the Corporation was in receipt of remuneration of more than Rs.24 lacs per annum or Rs.2,00,000/- per month.

ACKNOWLEDGEMENTS

Your Directors sincerely acknowledge the support and co-operation provided by the Ministry of Urban Development, Ministry of Finance, Ministry of Home Affairs, Ministry of Defence, Ministry of Commerce, Ministry of External Affairs and various other Government agencies.

The Directors also wish to thank CAG of India, Chairman & Members of Audit Board, Statutory Auditors for their co-operation and guidance and Corporation's bankers, RBI, Exim Bank, Embassies, Protector of Emigration, Passport authority for their continued support.

Your Directors also take this opportunity to place on record their sincere appreciation for the hard work and efforts put in by all the members of NBCC family towards the growth and progress of the Corporation.

For & on behalf of the

Board of Directors

(Arup Roy Choudhury)

Chairman-cum-Managing Director

Place : New Delhi

Dated: 11th July, 2006

Mar 31, 2005

The Board of Directors take great pleasure in presenting the 45th Annual Report on the performance of your Corporation during the financial year ending 31st March 2005 along with audited Statement of Accounts, Auditors' Report and Review of the Accounts by the Comptroller and Auditor General of India.

YEAR IN RETROSPECT

During the year 2004-2005, your Corporation registered an impressive performance on all fronts. Turnover increased by 17.77% from Rs.6606.19 million to Rs.7780.2 million. Gross margin increased by 149.92%, net profit before tax increased b 136.46% and net profit after income-tax increased by 3.25% over the previous year. During the reporting year, new business of Rs. 13407.82 million was secure as under:-

(Rs. in million) Clients Project Description Value

Ministry of Home Affairs Construction of Fencing 5749.70 along Indo-Pak & Indo- Bangladesh Border

Ministry of Ruraloads Construction of Roads 3450.00 under Pradhan Mantri Gram Sadak Yojna in Bihar & Tripura.

Ministry of Urban Develop- Infrastructure Development 1821.32 ment works in North East Region BHEL Construction of Civil & 1622.04 Architectural work of Power House Transformer Yard.

NTPC Construction of Chimneys 365.66

APGENCO Construction of Chimney & 292.80 Natural Draught Cooling Tower

MSEB Construction of Chimney 106.30

FINANCIAL PERFORMANCE

(Rs. in million) 2004-2005 2003-2004

INCOME

Turnover

- Domestic 7770.16 6587.63

- Overseas 10.10 18.56

Other receipts 306.09 267.16

Increase/(Decrease) in stock (80.04) (215.33)

Prior Period adjustment (Net) 9.58 12.85

Total (1) 8015.89 6670.87 EXPENDITURE

Prime Cost 6767.19 5679.61 Overheads

i) Salary and wages 432.19 444.88 ii) Ex-gratia 17.22 29.01

iii) Write off Sundry Debtors 92.97 70.88

iv) Others 321.50 292.51

Total (2) 7631.07 6516.89

Gross Margin (1-2) 384.82 153.98

Less : Depreciation 31.68 41.17

Less : Interest 100.85 6.07

Net Profit Before Tax (PBT) 252.29 106.74

Less :

i) Income Tax (Overseas) 0.98 1.04

ii) Provision for Current Tax 99.17 14.36

Add :

iii) Provision for Deferred Tax 2.44 58.38 Net Profit After Tax (PAT)

- For the year 154.58 149.72

- Cumulative (-) 743.68 (-) 898.26

New Business secured 13407.82 6910.00

Balance work in hand 17681.17 12053.61

Net profit before tax increased by 136.46% to Rs. 252.29 million (previous year Rs. 106.74 million) and net profit after tax increased by Rs. 4.86 million representing an increase of 3.25% over the previous year.

In the light of its policy laid down in the National Common Minimum Programme, the Government of India has decided not to pursue the proposed divestment of its 74% equity through strategic sale in your Corporation.

DUES OUTSTANDING

The position in respect of realization of outstanding dues from Iraq amounting to Rs.700.14 million and Libya Rs.814.38 million remain unchanged from the previous year. Necessary, assistance at the Government and Diplomatic level was sought for realization of these dues, but so far positive results have not been achieved.

As against the completed works of Rs.7780.26 million during the year, major portion of dues have been realized and efforts are being made to ensure that least current dues do not run into arrears. However, outstanding dues in respect of domestic/overseas operations carried out in the past continues to be alarmingly high. The amount outstanding is of the order of Rs.2320.60 million (domestic operations Rs. 2313.45 million and other overseas operations Rs. 7.15 million) as against the amount outstanding in previous year of Rs. 2337.05 million (domestic operations Rs.2324.63 million and other overseas operations Rs. 12.42 million), mostly against the Government Departments and other Agencies. Progress of realization of dues is being monitored regularly in the Corporate Office at the Functional Director level for appropriate action.

DIVIDEND

As per requirements of Section 205 of the Companies Act, 1956, declaration of dividend out of its profits for the current year cannot be made unless accumulated losses incurred to the extent of unabsorbed depreciation are set off. Therefore, your Directors have not recommended any declaration of dividend for the financial year 2004-2005.

ORDER BOOK

Orders of Rs. 12053.61 million were available in the beginning of the year. Your Corporation secured new works of Rs 13407.82 million and works amounting to Rs.7780.26 million were executed during the reporting period. Balance work of Rs.17681.17 million was in hand at the close of the financial year ended 31.3.2005.

MEMORANDUM OF UNDERSTANDING

MOU for the year 2005-06 has been signed with the Ministry of Urban Development. Following targets have been laid down in the MOU:

Rs. in million

Turnover 7200.00

Business Development 18000.00

Gross Margin 166.00

Net Profit 46.20

During the year 2004-05, the Corporation is likely to achieve 'excellent' rating. CORPORATE VISION-2010

The Corporate Vision is as under :

To improve the USP of the Corporation which delivers high quality projects in time and within cost.

To improve the customer relationship and strive for customer satisfaction by proactive approach.

To improve the liquidity and bankability of the Corporation by a four pronged approach :

i) Expansion of business in Project Management & Consultancy by capitalizing on IS0-9001 accreditation. Thus, further improving credibility of the Organization as a techno professional body.

ii) Striving hard for developing Real Estate projects for fruitful commercial exploitation of available land so as to generate handsome profit, off-set overhead cost and accumulated losses.

iii) Selectively taking up works on tendered basis.

iv) Building a highly receptive, informative and professionally charged Organization by introducing modern project management concepts and exploiting development in information technology sector by introducing Web based monitoring and communication systems, LAN based information sharing systems, SAP based financial and personnel management system.

To improve the rating of the Corporation both in terms of specified and implied needs of the customer by regular modernization, training, interactive session and lateral induction of ideas and thoughts.

To instil a commitment in the Organization to make it more transparent, dynamic and result-oriented.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors hereby report as under :-

a) that in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure;

b) that the selected Accounting Policies were applied consistently and the Directors 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 Corporation as at 31st March, 2005 and of the profit and loss accounts for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities; and

d) that the Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s Dines' Mehta & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Corporation for the year 2004-2005.

PARTICULARS OF EMPLOYEES

Pursuant to the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies' (Particulars of Employees) Rules, 1975, as amended from time to time, none of the employees of the Corporation was in receipt of remuneration of more than Rs.24 lacs per annum or Rs.2,00,000/- per month.

ACKNOWLEDGEMENTS

Your Directors sincerely acknowledge the support and co-operation provided by the Ministry of Urban Development, Ministry of Finance, Ministry of Home Affairs, Ministry of Defence, Ministry of Commerce, Ministry of External Affairs and various other Government agencies.

The Directors also wish to thank CAG of India, Chairman & Members of Audit Board, Statutory Auditors for their co-operation and guidance and Corporation's bankers, RBI, Exam Bank, Embassies, Protector of Emigration, Passport authority for their continued support.

Your Directors also take this opportunity to place on record their sincere appreciation for the hard work and efforts put in by all the members of NBCC family towards the growth and progress of the Corporation.

For & on behalf of the Board of Directors

Chairman-cum- Mart aging Director

Place: New Delhi Dated:

Mar 31, 2004

The Board of Directors take pleasure in presenting the 44th Annual Report and Accounts for the period ending 31st March, 2004.

YEAR IN RETROSPECT

Performance-wise, the year 2003-2004 had been an impressive year for your Corporation. Turnover increased by 33.70% from Rs.4940.95 million to RS.6606.19 million and profit before tax increased by 43.66% from RS.74.30 million to RS.106.74 million in comparison to the performance achieved in the previous year. The positive working results continuously over the previous three years, has given encouragement for fixing higher growth targets in future. Your Directors take pleasure in informing you that your Corporation has a workload in hand of RS.12053.61 million. During the year under report, new business of Rs 6910.00 million was secured and major share of business comprises of (i) works awarded by the Ministry of Urban Development under non-Iapsable fund valued at RS.1766.1 0 million in the North Eastern States, (ii) Indo-Bangladesh Fencing works awarded by the Ministry of Home Affairs worth RS.1250.00 million in Northern Sector from Ranga to Shivbani 84 KM in Tripura, and (iii) Site leveling work package amounting to RS.1180.00 million of Barh Super Thermal Power Project, Bihar from NTPC.

BUSINESS OUTLOOK

In traditional areas, the construction industry has a very low return on investment involving severe competition. On the other hand, high value infrastructure projects with competition from companies of NBCC's size have good potential' for earning higher profit margins. In large value infrastructure projects, entering into tie-up arrangements with established global players is generally a pre-requisite. Considering this fact, your Corporation is continuing to explore all opportunities for new consortiums and business arrangements. NBCC has formed a joint venture 0 with a Malaysian firm viz. IJM for executing work for DMRC. Efforts are 'also continuing to look for overseas business opportunities specially in Asia- Pacific & African Regions as development of physical infrastructure in this part is in its infancy. Discussions are going on to have joint venture with MIs BAGIS Construction Import Export Trade Company for execution of large scale civil construction projects in Turkey.

In the current fiscal, your Corporation bagged the single largest Engineering, Procurement and Construction (EPC) contract from BHEL of RS.1622.00 million of Civil, Structural and Architectural work of Transformer Yard to Chimney for 2x250MW Unit at Korba, Chattishgarh . Moreover, in this case re-inforcement steel and structure steel is being issued free of cost by BH~L. With this, NBCC will become an EPC Contractor for Power Plants and would be in a position to bid for such projects in future on its own. In the financial year 2004-05, additional works of Rs. 5488.11 million have also been secured. Few of the important projects secured are as follows:

Name of the work Value (Rs. in million)

Construction of Rural Roads in West Tripura District under Pradhan Mantri 2250.00

Gram Sadak Yojana (PMGSY)- 757 KMs

Construction of Border Fecing in Western Sector from 1300.00

Kamla Sagar to Nirbhayapur 75.60 Km in Tripura for Ministry of Home Affairs.

Supply of Pre-fabricated Super Structure of CRC and IARH 592.40 at Imphal for Manipur Sericulture Project

Construction of Nagaland University at Nagaland 450.00

Three nos. Chimney and Chimney Elevator Packages for 365.67 Thermal Power Project for NT PC

OPERATIONAL PERFORMANCE

Following projects were successfully completed during the year and handed-over to our esteemed

Clients: Name of the Project Clients Value No (Rs. in Million)

1. Indo Bangladesh Border Fencing Work - Min. of Home Affairs 1330.29 Tripura Western Sector(O) & (A) and Northern Sector(A)

2. Providing of Project Management Service for Construction New Okhla Industrial 1012.68 of flats and Development Works in NOIDA (UP) Development Authority

3. Modernisation of Currency Note Press Nasik Road CNP/Min. of Finance 409.16

4. Construction of Staff Quarters & Hostel LBS CAMSAR Building for LBS - CAMSAR at Sewree, Mumbai (under DG Shipping) 243.00

5. MEPZ SDF III Works, Chennai(83 Modules) MEPZ Chennai- MOC 207.16

6. CAU Works, Imphal Centrai Agriculture 159.76 University

7. NIFT Works, Bangalore NIFT New Delhi 113.02

8. HAL sa Works, Bangalore HAL Bangalore 100.04

9. Talcher Chimney Works HSCL 83.77

10. Construction of (a) Class Rooms, Community Halls, . Parliament Secretariat 75.90 Social Welfare Centre, Dispensaries in Rajkot & Kutch Distt. (b) I.T.I. Bhuj Dist. Kutch

11. Construction of Parking Lot-cum-Shopping Complex at MOUD & PA 75.30 Police Bazar, Shillong

12. Airport Works, Chennai AAI Chennai 75.28

13. Renovation of New P.G. Section at India Security Press ISP/Min. of Finance 56.07 at Nasik Road

14. EPFO sa Works Nizamabad EPFO New Delhi. 52.45'

15. Laying of OFC cable from Baroda to Nasik GAIL 50.00

A tripartite agreement between OIDC, NBCC and RITES, was entered into in December, 2003 for restoration of the collapsed bridge across Daman Ganga River on cost plus percentage basis. N BCC was engaged as an executing agency while RITES was retained to provide consultancy services for the project. After completion of the work, the same was handed over to OIDC and the bridge was opened for traffic in June 2004. But unfortunately, due to unprecedented and unexpected heavy ~ischarge of water on 2nd, 3rd & 5th August, 2004 from Madhuban Dam on Daman Ganga River about 35KM upstream resulted in collapse of the bridge. A Committee was appointed by RITES to make on the spot assessment which gave its findings that bridge had collapsed due to extra-ordinary heavy pressure of water and not because of any technical fault.

FINANCIAL RESULTS

During the period under review, your Corporation achieved a turnover of Rs 6606.19 million as against Rs.4940.95 million in the previous year and earned profit before tax of RS.1 06.74 million as against RS.74.30 million in the previous year.

Comparative financial results during past two consecutive years are given below'

(Rs. in million)

2003-2004 2002-2003

INCOME

Turnover

4907.70

- Domestic 6587.63

33.25 - Overseas 18.56

162.92 Other receipts 269.69

Increase/(Decrease) in stock (215.33) (122.80)

Prior Period adjustment (Net) 12.85 32.09

5013.16 Total (1) 6673.40

EXPENDITURE

Prime Cost 5679.61 3914.25

Over heads 530.04

i) Salary and wages 444.88 25.26

ii) Ex-gratia 29.01 35.27

iii) Write off Sundry Debtors 70.88 257.56

iv) Others 295.04 257.56

Total (2) 6519.42 476.38,

250.78

Gross Margin (1-2) 153.98 57.64

Less: Depreciation 41.17 118.84

Less: Interest 6.07

Net Profit before Tax (PBT) 106.74 74.30

Less: 2.46

i) Income Tax (Overseas) ii) 1.04

Provision for Current Tax 14.36

Add:

iii) Provision for Deferred Tax 58.38

Net Profit After Tax (PAT)

- For the year 149.72 71.84

- Cumulative (-) 898.26 -

New Business secured 6910.00 1047.98

Balance work in hand 12053.61 10153.90

11749.80 DIVIDEND

As per the provision of Section 205 of the Companies Act, 1956, a company can not declare! pay dividend out of its profits for the current year unless the accumulated losses incurred to the extent of unabsorbed depreciation are set off. Thereof, your Directors have not recommended declaration of any dividend for the financial year 2003-2004.

ORDER BOOK

To the opening balance of Rs 11749.80 million in the beginning of the year, new works of RS.691 0.00 million were added and works of Rs. 6606.19 million were executed during the year under report. Thus, leaving a closing balance of Rs.12,053.61 million at the close of the financial year 2003- 2004.

MAJOR WORKS SECURED DURING THE FINANCIAL YEAR 2003-2004 ARE AS UNDER :

s.No. Name of the Project Clients Value (Rs. in millions)

1 Construction of Border Fencing in Northern Sector Ministry of 1250.00 from Ranga to Shivbani 84 KM in Tripura. Home Affairs

2 Site leveling work package for Barh Super NTPC 1180.00 Thermal Power Project, Bihar.

3 Construction of Elevated Viaduct from KM 0.62 to KM 0.80 DMRC 460.00 on Barakhamba Road - Connaught Place - Dwarka Section (Line- 3) (Total project cost RS.1532.87 million, Executed through a joint venture of IJM- VRM & NBCC's share being 30% of the totar Cost).

4. Construction of Patent Office Complex at Delhi, Kolkata, Ministry of 450.00 Chennai & Mumbai. Commerce

5. Construction of Flyover near Maharani Bridge, Imphal. MOUD&PA 249.30

6. Scheme for Storm Water disposal for Noonmati Areas, Guwahati MOUD&PA 246.90

7. HVAC, Electrical, Interior works of ONGC Office Complex ONGC 235.00 at Dharavi, Mumbai.

8. Storm Drainage Development Scheme for Dimapur Town, MOUD&PA 209.40 Phase-II, Nagaland.

9. Construction of Market for Urban Poor Unemployed Youth & MOUD&PA 197.80 Women Vendors at Purana Bazar, Manipur.

10. Construction of Bus Station at Aizawl, Mizoram. MOUD&PA 183.70

11. Construction and maintenance of work Central Kalahari and Govt. of 170.00 KUTSE Game Reserve Facilities at Botswana. Botswana

12. Construction of Market for Urban Poor Unemployed Youth & Women Vendors at New Market Manipur. MOUD&PA 153.20

13. Sports Complex at Kankar Bagh (Bihar). Govt. of Bihar 140.00

14. Construction of City Centre at Aizawl, Mizoram MOUD&PA 123.70

15. Construction of 350 Seater Boys Hostel, Building for PG Courses, National Institute 123.60 Administrative Block, Open Air Theatre, Instructional Building, of Technology, Hostel, Guest House, Teacher Flats, Sports Complex, Residence Deemed and Auditorium Building at National Institute of Technology, University, Kurukshetra. Kurukshetra

16. Construction of Shopping Centre at Champhai, Mizoram MOUD&PA 118.80

17. Construction of 4 nos. 169 Men Barracks at Jamshedpur. Central Reserve 109.50 Police Force

18. Chimney and Chimney Elevator Package for Vindhyachal National Thermal 102.50 Super Thermal Power Project Stage-III (2x500 MW) Power Corpn.

19. Construction of Market for Urban Poor Un-Employed Youth & MOUD&PA 102.20 Women Vendors at Lakshmi Market Manipur.

20. Construction of Sports Authority of India, Sports 100.00 Sub-Centre at Hazaribagh Authority of India

DUES OUTSTANDING

The position in respect of realisation of outstanding dues from Iraq amounting to RS.700.14 million and Libya RS.814.38 million remain unchanged from the previous year. Necessary assistance at the Government and Diplomatic level was sought for realisation of these dues, but so far positive results have not been achieved.

As against the completed works of RS.6606.19 million during the year, major portion of dues have been realised and efforts are being made to ensure that atleast current dues do not run into arrears. However, outstanding dues in respect of domestic operations carried out in the past continues alarmingly high. The amount out~tanding is of the order of RS.2324.63 million (previous year Rs. 2213.07 million), mostly against the Government Departments and other Agencies. At Zonal Offices, for realisation of old outstanding dues, a separate Cell has been constituted. Progress of .realisation in various Zones is being monitored at regular intervals at the Functional Director level in the Corporate Office for appropriate action. Whenever it is considered necessary, assistance from the Government is also obtained.

CORPORATE VISION-2010

The Corporate Vision is as under:

To improve the USP of the Corporation which delivers high quality projects in time and within cost.

To improve the customer relationship and strive for customer satisfaction by proactive approach.

To improve the liquidity and bankability of the

Corporation by a four pronged approach:

i) Expansion of business in Project Management & Consultancy by capitalizing on IS0-9001 accreditation. Thus, further improving credibility of the Organisation as a techno professional body.

ii) Striving hard for developing real estate projects for fruitful commercial exploitation of available land so as to generate handsome profit, off-set overhead cost and accumulated losses.

iii) Selectively take works on tendered basis.

iv) Building a highly receptive. informative and professionally charaed Oraanisation by introducing modern project management concepts and exploiting development in information technology sector by introducing Web based monitorina and communication systems, LAN based information sharing systems, SAP based financial and personnel management

To improve* The rating of the Corporation both in terms of specified and implied needs of the customer by regular modernization, training, interactive session and lateral induction of ideas and thoughts.

To instill a commitment in the Organisation to make it more transparent, dynamic and result-oriented.

CORPORATE GOVERNANCE

Towards good governance practices, emphasis is being laid in the Corporation on facets of observing transparency, accountability and proper disclosure. Accordingly, appropriate changes have been brought in various formats devised for Management Information System. The Project In charges and other functionaries in the Corporation are required to comply with provisions of the works manual. Guidelines are also being issued by the Vigilance

Division for proper execution of works at project sites.

SIGNING OF MOU

A Memorandum of Understanding for the year 2004- 2005 has been executed between your Corporation and the Ministry of Urban Development. The MOU envisages accelerated target growth in gross profit by 11 %. The following targets have been laid down in the MOU:

Rs. in million

Turnover 5500.00

Business Development 14000.00

Gross Margin 280.00

Net Profit 55.00

Your Corporation is likely to achieve 'Excellent' rating for the financial year 2003-2004 based on MOU parameters.

ISO CERTIFICATION

NBCC obtained ISO 9001 Certification for its Project Management and Consultancy Divisions. The Corporate Mission enshrines building a high degree of customer confidence and providing of services conforming to ISO 9001.

TECHNOLOGY ABSORPTION

In the liberalised, globalised and competitive business scenario, there is a continuous need for employing sophisticated techniques and mechanised form of construction for timely, speedier and quality execution of projects. NBCC continues to adopt Trenchless Technology for laying of underground utility services; Slip-form Technology for construction of high rise structures like chimneys and cooling towers; UASB Technology for sewage treatment plants and incremental launching of girders for construction of bridges.

NBCC acquired adequate knowledge about the equipment and technology involved in Construction of Mass Housing Units during its association with an Earthquake Rehabilitation Project in Turkey where 3600 dwelling units were completed in a record time of eight months.

BUSINESS STRATEGIES

Towards customers satisfaction and timely execution of projects, following business strategies have been adopted'

1. Introduction of the concept of 'Cost to Completion' (CTC).

2. Computerised monitoring through LAN and Web based online monitoring system.

3. 'A', 'B') 'C' categorisation of projects and close monitoring of projects. depending upon their criticality.

4. Proactive approach and constant liaison with clients.

5. Funds Management for the present has been introduced at Zonal level and it is ultimately to be centralized at Corporate level for effective utilisation and better control of available financial resources at a given point of time with the Corporation. .

IT PLAN

Your Corporation is fully aware of the fact that authentic access to information has become a necessity in modern times which helps the organisation in taking quick decisions. Today, NBCC is equipped with office automation facilities both at the Corporate Office and Zonal Offices.

It has been decided at the Corporate Management level to adopt web based technology in its functions. Corporation started Project Monitoring functions through web in a few critical projects to begin with and now extended to all PMGSY works. In the second phase, PIMS application will be put on web so that the zonal offices could update personnel information in the centralised database.

ORGANISATIONAL CHANGES

To further ~treamline the functioning of the Corporation, five Regional Business Groups (RBG) have been constituted with emphasis on equitable distribution of workload. All their respective Head~ are headquartered in Delhi with the dual objective viz., (i) effective co-ordination with the Corporate Office and (ii) properly monitoring of progress of works at project sites of the Corporation. Under the re-organised set up, modified sub-delegation of powers have been given to various functionaries for smooth discharge of their functions and duties',

HUMAN RESOURCE DEVELOPEMNT

The H RD Division of the Corporation assist employees to upgrade their skills, knowledge and ability to take up higher responsibilities on continuous basis, This activity is undertaken by organising in-house lectures/training programmes and also nominates officials for external training programmes/workshops etc., organised by various training institutions/Govt. Organisations. The employees management relations continued to remain harmonious during the year under report. The morale of the employees was high and this contributed positively in the progress of the Corporation,

'MDC Journal', an in-house magazine covering articles on management, case studies, legal and allied topics is also being published,

Training Activity No. of man-days

a) In-house Executive training 137

b) External training. 389

c) Employees Technical Training 2880

Total 3406

A Unit Incharge Conclave was organised from 14th to 16th November, 2003 at SCOPE Convention Centre, SCOPE Complex for the first time in the history of the Corporation. All Unit Incharges and past Chief Executives of the Corporation besides other senior officers attended the conclave. Several contractors associated with the Corporation were also invited. This three day event happened to be a great success and it inculcated a spirit of togetherness for achieving the goal of the Corporation through a unified effort.

MANPOWER

At the close of the financial year 2003-2004, the manpower strength of the Corporation stood at 2700 employees (2692 regular and 08 NMR/WE employees). The category-wise position in respect of regular employees is indicated below:

has GROUP-A GROUP-B GROUP-C GROUP-D TOTAL

629 295 735 1041 2700

(18) (24) (21) (43) (106)

(The figure in brackets is in respect of female employees).

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Corporation earned Rs 27.53 million and incurred an expenditure of Rs. 21.38 million in foreign exchange as per details furnished in Item No. 32 D&E Notes. to the Accounts (Schedule 21 ) forming part of the Accounts.

CONSERVATION OF ENERGY

NBCC, engaged in service sector, has limited scope for energy conservation. Emphasis is being laid on employing techniques which result in conservation of energy, such as the use of solar energy devices in buildings. At work place, emphasis is more on installation of energy efficient lights and using natural light to a maximum extent. Sewage Treatment Plants executed by NBCC using UASB technology without any moving parts helps in conservation of electricity.

PROGRESSIVE USE OF HINDI

During the year 2003-2004, efforts continued in the Corporation towards progressive use of Hindi. The Official Language Implementation Committee(OLIC) quarterly meetings were held to review the progress of official language in Corporation. 'HINDI DIWAS" was celebrated on 15.9.2003 in place of 14.9.2003 (being holiday).

"Hindi Pakhwara" was organised from 6.9.2003 to 20.9.2003 and Hindi competitions were conducted in which employees and their family members took active part. Cash prizes were later on awarded to the winners. In House Journal "Bhawan Lochan" is being published in Hindi language. During the year under report, several inspections were conducted "~ by the Hindi Cell in Zones and various Divisions at the Corporate Office to oversee the extent of use of official language in day to day working.

RESERVATION OF SCHEDULED CASTES AND SCHEDULED TRIBESI OTHER BAKWARD CLASSES'

Directives issued by the Government of India from time to time for filling up of vacancies for SC/ST/ OBC/Ex- servicemen/Physically Handicapped have been followed in the Corporation.

Category-wise details in respect of SC/ST employees is given below :

Category of General SC % age of ST %age of Total no. employees SC ST of employees

Group-A 514 105 16.69% 10 1.6% 629

Group-B 215 69 23.38% 11 3.72% 295

Group-C 634 96 13.06% 5 0.68% 735

Group-D 887 149 14.38% 5 0.49% 1041

Grand Total 2250 419 31 2700

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