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NCC Limited — AGM Information 2020
Aug 27, 2020
62440_rns_2020-08-27_386885a7-2c90-4110-9104-77636f7f2958.pdf
AGM Information
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MALLELA VENKATA SRINIVASA MURTHY
Digitally signed by MALLELA VENKATA SRINIVASA MURTHY Date: 2020.08.27 11:09:39 +05'30'
NCC LIMITED
(CIN: L72200TG1990PLC011146) Regd. Office : NCC House, Madhapur, Hyderabad - 500 081. Tel: +91-040-23268888, Fax: +91-040-23125555 Website : www.ncclimited.com E-mail : [email protected]
Dear Members,
Invitation to attend the 30[th] Annual General Meeting on Friday the 25[th] September 2020, at 3.00 P.M (IST)
You are cordially invited to attend the Thirtieth Annual General Meeting of the Company to be held on Friday the 25[th] September 2020, at 3.00 P.M IST through video conferencing. The notice convening the Annual General Meeting is attached herewith.
In order to enable ease of participation of the Members, we are providing below the key details regarding the meeting for your reference:
| Sl. No. | Particulars | Details |
|---|---|---|
| 1 | Link for live webcast of the Annual General Meeting and for participation through Video Conferencing (VC) |
https://emeetings.kfntech.com |
| 2 | Link for remote e-voting | https://evoting.karvy.com |
| 3 | Username and password for VC | Members may attend the AGM through VC by accessing the link https://emeetings.kfntech.com by using the remote e-voting credentials. Please refer the instructions at page no. 7 of this Notice for further information. |
| 4 | Helpline number for VC participation and e-voting |
Contact KFin Technologies Private Limited at 1-800-3454-001 or write to them at [email protected] |
| 5 | Cut-of date for e-voting | 18thSeptember, 2020 |
| 6 | Time period for remote e-voting | Commences at 9 AM IST on 22ndSeptember, 2020 and ends at 5 PM IST on 24thSeptember, 2020 |
| 7 | Book closure dates | 9th September, 2020 to 11th September, 2020 (both days inclusive) |
| 8 | Link for Members to temporarily update e-mail address |
https://www.ncclimited.com/investors/ |
| 9 | Last date for publishing results of the e-voting |
28thSeptember, 2020 |
| 10 | Registrar and Share Transfer Agent contact details |
Mr. I L Murthy (Unit: NCC LImited) KFin Technologies Private Limited E-mail: [email protected]; [email protected] Contact No.: 040 - 6716 2222 |
| 11 | NCC’s contact details | E-mail: [email protected] Contact No.: 040 - 23268888 / 23268942 |
Yours truly,
Place: HYDERABAD Date: 29[th ] May, 2020
HEMANT M NERURKAR Chairman
NCC LIMITED
(CIN: L72200TG1990PLC011146) Regd. Office : NCC House, Madhapur, Hyderabad - 500 081. Tel: +91-040-23268888, Fax: +91-040-23125555 Website : www.ncclimited.com E-mail : [email protected]
N O T I C E
Notice is hereby given that the 30[th] (Thirtieth) Annual General Meeting of the members of NCC LIMITED will be held on Friday the 25[th] September 2020, at 3.00 P.M. IST through Video Conferencing (VC) or Other Audio Visual Means(OAVM) for transacting the following business:
A ORDINARY BUSINESS:
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1) To receive, consider and adopt:
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(a) the audited standalone financial statements of the company for the financial year ended 31[st] March, 2020 together with the reports of the Board of Directors and the Auditors thereon
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(b) the audited consolidated financial statements of the company for the financial year ended 31[st] March, 2020, together with the report of the Auditors thereon.
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2) To declare dividend on the Equity Shares for the financial year 2019- 2020 as recommended by the Board of Directors of the Company.
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3) To appoint a Director in place of Sri A S N Raju (DIN 00017416) who retires by rotation and being eligible, offers himself for reappointment.
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4) To appoint a Director in place of Sri J V Ranga Raju (DIN 00020547) who retires by rotation and being eligible, offers himself for reappointment.
B SPECIAL BUSINESS:
5) To ratify the remuneration of the Cost Auditors for the financial year ending March 31[st] 2020 and in this regard to pass, with or without modification(s), the following resolution as an Ordinary Resolution :
“ RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company hereby ratifies the remuneration of ` 2.00 Lakhs (Rupees Two Lakhs only) plus taxes and reimbursement of out of pocket expenses if any on actual basis, payable to M/s. Vajralingam & Co., Cost Accountants (Firm Registration Number: 101059) for conduct of cost audit relating to cost records of the Company under the Companies (Cost Records and Audit) Rules, 2015 for the financial year ended 31[st] March, 2020.
6) To re-appoint Sri S Ravi (Sri Ravi Sankararamiah) (DIN-00180746) as an Independent Director.
To consider and if thought fit, to pass with or without modification the following Resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 (the‘ Act ’) the Companies (Appointment and Qualification of Directors) Rules, 2014, read with the Schedule IV and Regulation 17 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,(“SEBI Listing Regulations”) as amended from time to time and applicable provisions of the Articles of Association of the Company, and pursuant to the recommendation of the Nomination & Remuneration
Committee of the Board, Sri S Ravi (Sri Ravi Sankararamiah) (DIN-00180746) who was appointed as an Independent Director at the 26[th] Annual General Meeting of the Company held on 24[th] August, 2016 and who holds office of Independent Director up to 9[th] November, 2020, and who is eligible for re-appointment and who meets the criteria of independence as provided in Section 149(6) of the Act along with the rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration of Independency and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, proposing his candidature for the office of Independent Director, be and is hereby re-appointed as an Independent Director of the Company not liable to retire by rotation to hold office for a second term of 5 (five ) Years commencing with effect from the date of expiry of his first term till 9[th] November, 2025.”
7) To re-appoint Dr. A S Durga Prasad (DIN 00911306) as an Independent Director.
To consider and if thought fit, to pass with or without modification the following Resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 (the ‘ Act ’) the Companies (Appointment and Qualification of Directors) Rules, 2014, read with the Schedule IV and Regulation 17 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,(“SEBI Listing Regulations”) as amended from time to time and applicable provisions of the Articles of Association of the Company, and pursuant to the recommendation of the Nomination & Remuneration Committee of the Board, Dr. A S Durga Prasad (DIN-00911306) who was appointed as an Independent Director at the 26[th] Annual General Meeting of the Company held on 24[th] August, 2016 and who holds office of Independent Director up to 23[rd] May, 2021, and who is eligible for re-appointment and who meets the criteria of independence as provided in Section 149(6) of the Act along with the rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration of Independency and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, proposing his candidature for the office of Independent Director, be and is hereby re-appointed as an Independent Director of the Company not liable to retire by rotation to hold office for a second term of 5 (five ) Years commencing with effect from the date of expiry of his first term till 23[rd] May, 2026.”
BY ORDER OF THE BOARD For NCC Limited
Place: Hyderabad M V SRINIVASA MURTHY Date : May 29, 2020 COMPANY SECRETARY & EVP (Legal)
Registered Office
NCC House, Madhapur, Hyderabad - 500 081, Telangana E.Mail: [email protected]
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N O T E S:
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In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has, vide General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020 (collectively “ MCA Circulars ”), permitted companies to conduct Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio Visual Means (OAVM), subject to compliance of various conditions mentioned therein. In compliance with the MCA Circulars and applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 30[th] AGM of the Company is being convened and conducted through VC. The deemed venue for the 30[th] Annual General Meeting of the Company shall be the Registered Office of the Company.
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The Company has enabled the Members to participate at the 30[th] AGM through the VC facility provided by KFin Technologies Private Limited, Registrar and Share Transfer Agents. The instructions for participation by Members are given in the subsequent paragraphs. Members may note that the VC facility provided by KFintech, allows participation of at least 1000 Members on a first-come-first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. can attend the AGM without any restriction on account of first-come-first-served principle.
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In addition to the above, the proceedings of the 30[th] AGM will be cast live for all the shareholders as on the cut-off date i.e.18[th] September, 2020. The shareholders can visit https://emeetings.kfintech.com and login through existing user id and password to watch the live proceedings of the 30[th] AGM on Friday, 25[th] September, 2020 from 3.00 p.m. IST onwards.
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As per the provisions under the MCA Circulars, Members attending the 30[th] AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
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The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote e-voting and e-voting during the AGM. The process of remote e-voting with necessary user id and password is given in the subsequent paragraphs. Such remote e-voting facility is in addition to voting that will take place at the 30[th] AGM being held through VC.
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Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.
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The Company has appointed Mr.A Ravishankar, Practising Company Secretary (Membership No.FCS 5335) (PCS No.4318), to act as the Scrutinizer, to scrutinize the e-voting process in a fair and transparent manner.
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As per the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. Since the 30[th] AGM is being held through VC as per the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be made available for the 30[th] AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
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Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC /
OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected] (scrutinizer email) with a copy marked to [email protected].
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In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
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In line with the MCA Circulars, the notice of the 30[th] AGM along with the Annual Report 2019-20 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that this Notice and Annual Report 2019-20 will also be available on the Company’s website at https://www.ncclimited.com/investors/ annual-reports/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively, and on the website of KFin Technologies Private Limited at https://evoting.karvy.com.
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Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent, KFin Technologies Private Limited, (Unit: NCC Limited ) Selenium Tower B, Plot 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad-500 032.
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Members may note that pursuant to the General Circular No. 20/2020 dated May 5, 2020 issued by the MCA, the Company has enabled a process for the limited purpose of receiving the Company’s annual report and notice for the Annual General Meeting (including remote e-voting instructions) electronically, and Members may temporarily update their email address by accessing the link https://www. ncclimited.com/investors/.
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Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to certain Ordinary Business and the Special Businesses to be transacted at the 30[th] AGM is annexed hereto. All documents referred to in the accompanying Notice and the Explanatory Statement shall be available for inspection electronically. Members seeking to inspect such documents can send an email to [email protected].
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Brief profile of the Directors proposed to be appointed / re-appointed is given towards the end of this Notice pursuant to Regulations 26(4) & 36(3) of the Listing Regulations and Secretarial Standard issued by Institute of Company Secretaries of India. The Company has received the requisite consents/declarations for the appointment/ re-appointment of the Directors mentioned in the Notice of the AGM as stipulated under the Companies Act, 2013 and the rules made thereunder.
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In terms of the provisions of Section 152 of the Act, Sri A S N Raju (DIN 00017416), and Sri J V Ranga Raju (DIN 00020547) Whole Time Directors of the Company, retire by rotation at the Meeting. The Board of Directors of the Company commend their respective re-appointments for the approval of the Members.
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Sri A S N Raju (DIN 00017416) and Sri J V Ranga Raju (DIN 00020547) Whole Time Directors of the Company are interested in the ordinary resolution set out in Item No 3 & 4 respectively. Sri A A V Ranga Raju, Managing Director, Sri A G K Raju, Executive Director and Sri A V N Raju, Whole Time Director, being related to Sri A S N Raju, Whole Time Director and their relatives may be deemed to be interested in the Resolution set out at Item No. 3 of the Notice. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relative are, in any way, concerned or interested, financially or otherwise, in the Ordinary Business set out under Item Nos. 3 and 4 of the Notice.
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Members who hold shares in dematerialized form and want to provide/change/correct the bank account details should send the same immediately to their concerned Depository Participant and
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not to the Company. Members are also requested to give the MICR Code of their bank to their Depository Participants. The Company will not entertain any direct request from such Members for change of address, transposition of names, deletion of name of deceased joint holder and change in the bank account details. While making payment of Dividend, the Registrar and Share Transfer Agent is obliged to use only the data provided by the Depositories, in case of such demateralized shares.
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Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease in portfolio management, Members can contact the Company or M/s. KFin Technologies Pvt. Ltd., for assistance in this regard.
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Members holding shares in physical mode are also requested to register / update their e-mail address with the Company / KFintech for receiving all communications from the Company electronically .
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Members who are holding shares in physical form are advised to submit particulars of their bank account, viz. name and address of the branch of the bank, MICR code of the branch, type of account and account number to our Registrar and Share Transfer Agent, KFin Technologies Private Limited (Unit: NCC Limited), Selenium Tower B, 31-32, Financial District, Nanakramguda, Gachibowli, Hyderabad - 500 032.
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Members who are holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or its Registrar and Share Transfer Agent the details of such folios together with the share certificates for consolidating their holding in one folio. The share certificates will be returned to the Members after making requisite changes, thereon. Members are requested to use the share transfer form SH-4 for this purpose.
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In accordance with the proviso to Regulation 40(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialized form with a depository.
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The Register of Members and Share Transfer Books of the Company will remain closed from 9[th] September, 2020 to 11[th] September, 2020 (both days inclusive). The equity dividend of ` 0.20/-(Twenty Paise) per Equity Share (10%) for the year ended March 31[st] , 2020 as recommended by the Board, if approved at the ensuing Annual General Meeting, will be payable to those members whose names appear on the Company’s Register of Members on 11[th] September, 2020. In respect of shares held in electronic form the dividend will be payable on the basis of beneficial ownership as per the details furnished by the Depositories, viz. National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) for the purpose as on that date.
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Pursuant to Finance Act 2020, dividend income will be taxable in the hands of the Members w.e.f. 1[st] April, 2020 and the Company is required to deduct tax at source from dividend paid to Members at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their
PAN with the Company/ KFintech (in case of shares held in physical mode) and depositories (in case of shares held in demat mode). A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No.15G/15H, to avail the benefit of non-deduction of tax at source by email to [email protected] by 11.59 p.m. IST on 8[th] September, 2020. Members are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.
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Members who wish to claim Dividends, which remain unclaimed, are requested to either correspond with the Secretarial Department at the Company’s registered office or the Company’s Registrar and Share Transfer Agent (KFin Technologies Private Limited) for revalidation and encashment before the due dates. The details of such unclaimed dividends are available on the Company’s website at www.ncclimited.com Members are requested to note that the dividend remaining unclaimed for a continuous period of seven years from the date of transfer to the Company’s Unpaid Dividend Account shall be transferred to the Investor Education and Protection Fund (IEPF). In addition, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to demat account of the IEPF Authority within a period of thirty days of such shares becoming due to be transferred to the IEPF.
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In the event of transfer of shares and the unclaimed dividends to IEPF, Members are entitled to claim the same from the IEPF Authority by submitting an online application in the prescribed Form A IEPF-5 available on the website http://www.iepf.gov.in and sending a physical copy of the same duly signed to the Registered Office of the Company along with the requisite documents enumerated in Form IEPF-5. Members can file only one consolidated claim in a financial year as per the IEPF Rules.
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Pursuant to the Rule 5(8) of the Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company as on September 06, 2019 (date of last Annual General Meeting) on its website at https://www.ncclimited. com/investors/unpaid-dividend and also on the website of the Ministry of Corporate Affairs.
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Members holding shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company. The Nomination Form SH-13 prescribed by the Government can be obtained from the Registrar and Share Transfer Agent or the Secretarial Department of the Company at its registered office.
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The following documents will be available for inspection by the Members electronically during the 30[th] AGM. Members seeking to inspect such documents can send an email to [email protected]:
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Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under the Companies Act, 2013.
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As the 30[th] AGM is being held through VC, the route map is not annexed to this Notice.
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ANNEXURE TO NOTICE:
Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013.
As required under Sectio n 102 of the Companies Act, 2013, the following Explanatory Statement sets out all material facts relating to the items of Special Business specified in item no(s) 5 to 7 of the Notice of the Meeting.
Item No.5
The Board, on the recommendation of the Audit Committee, had approved the appointment and remuneration of M/s Vajralingam & Co., Cost Accountants (Firm Registration No. 101059), as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2019-20 at a remuneration of ` 2,00,000 (Rupees Two Lakhs) excluding taxes and reimbursement of out of pocket expenses if any, at actual. In accordance with the provisions of Section 148 (3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be ratified by the members of the Company.
Accordingly, ratification by the members of the Company is sought for payment of the remuneration payable to the Cost Auditor for conducting the audit of the cost records of the Company, for the financial year ended 31[st] March, 2020.
None of the Directors or any Key Managerial Personnel or any relative of any of the Directors of the Company or of the Key Managerial Personnel is, in anyway, concerned or interested in the above resolution.
The Board commends the resolution as set out in item number 5 of the notice for the approval of the members of the Company
Item: 6 & 7
Sri S Ravi (Sri Ravi Sankararamiah) (DIN-00180746) and Dr A S Durga Prasad (DIN-00911306) were appointed as Independent Directors on the Board of the Company pursuant to the provisions of Section 149 of the Companies Act, 2013 (the ‘ Act ’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014. They hold office as an Independent Director of the Company up to November 9, 2020 and May 23, 2021 respectively (‘first term’ in line with the explanation to Sections 149(10) and 149(11) of the Act.
Section 149 of the Act and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ Listing Regulations ’) inter alia prescribe that an independent director of a company shall meet the criteria of independence as provided in Section 149(6) of the Act and clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations respectively and that he is not
aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence.
Section 149(10) of the Act provides that an Independent Director shall hold office for a term of five (5) consecutive years on the Board and shall be eligible for re-appointment on passing a special resolution by the Company and disclosure of such appointment in its Board’s Report. Section 149(11) of the Act provides that an Independent Director may hold office for up to two (2) consecutive terms.
Sri S Ravi (DIN-00180746) and Dr A S Durga Prasad (DIN-00911306) are not disqualified from being appointed as Independent Directors in terms of Section 164 of the Act and have given their consent to act as Independent Directors if so re-appointed. The Company has received notices in writing from a member(s) under Section 160 of the Act proposing the candidature of Sri S Ravi and Dr A S Durga Prasad for the office of Independent Directors of the Company. The Company has also received declarations from Sri S Ravi and Dr A S Durga Prasad that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended and under the Listing Regulations. In the opinion of the Board, Sri S Ravi and Dr A S Durga Prasad fulfil the conditions for re-appointment as Independent Directors as specified in the Act and the Listing Regulations.
Your Directors, therefore, recommend the aforesaid reappointment of Sri S Ravi (DIN-00180746) and Dr A S Durga Prasad (DIN-00911306) as Independent Directors of the company, for one more term of 5 years as indicated above.
Except S Ravi (DIN-00180746) and Dr A S Durga Prasad (DIN-00911306) and their relatives, none of the other Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the above Resolution.
BY ORDER OF THE BOARD For NCC Limited
Place: Hyderabad M V SRINIVASA MURTHY Date : May 29, 2020 COMPANY SECRETARY & EVP (Legal)
Registered Office
NCC House, Madhapur, Hyderabad - 500 081, Telangana E.Mail: [email protected]
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Information about the Directors recommended for appointment / re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended
| Name of the Director | Dr A S Durga Prasad (DIN-00911306) | Sri S Ravi (Sri Ravi Sankararamiah) (DIN-00180746) |
Sri A S N Raju (DIN 00017416) |
Sri J V Ranga Raju (DIN 00020547) |
|---|---|---|---|---|
| Age (in Years ) | 65 | 65 | 62 | 61 |
| Qualifcation | Graduate in Commerce and Fellow Member of the Institute of Cost Management Accountants and PhD in Commerce |
Masters Degree in Science and Graduate in Law |
Under-Graduate | Masters Degree in Commerce |
| Date of frst Appointment |
24-05-2016 | 10-11-2015 | 22-03-1990 | 23-03-1990 |
| (a) Terms & Conditions of Re-appointment along with Remuneration sought to be paid (b) R e l a t i o n s h i p with other Directors and other Key M a n a g e r i a l Personnel of the Company |
Being Re-Appointed as an Independent Director for the second term. Please refer Report on the Corporate Governance NIL |
Being Re-Appointed as an Independent Director for the second term. Please refer Report on the Corporate Governance NIL |
Being Re-Appointed as a Director liable to retire by rotation Please refer Report on the Corporate Governance Sri A S N Raju is the brother of Sri A A V Ranga Raju, Sri A G K Raju and Sri A V N Raju None of the other Directors and Key Managerial Personnel are related to Sri A S N Raju |
Being Re-Appointed as a Director liable to retire by rotation Please refer Report on the Corporate Governance Sri J V Ranga Raju is the brother in law of Sri A A V Ranga Raju, Sri A S N Raju, Sri A G K Raju and Sri A V N Raju None of the other Directors and Key Managerial Personnel are related to Sri J V Ranga Raju. |
| Brief Resume and expertise in specifc functional area |
Dr. A S Durga Prasad is an Independent Director on the Board of the Company. He is Graduate in Commerce and Fellow Member of Institute of Cost And Works Accountants of India and Ph D in Commerce. He is an accomplished professional with over 41 years experience in Financial Management and Cost Management in variety of industries. Practicing as Management Consultant for the past 35 years and his experience includes Financial Advisory Services, strategies and business development for SMEs and diferent sectors including, Pharmaceuticals, Infrastructure, IT, Discreet Manu- facturing etc. and providing cost management systems and MIS systems for large number of units. He has 35 years of Experience in Financial Services which includes Project Appraisals, Due Diligence, Fund Raising both Debt and Equity, Managing Public Issues, Underwriting of Public Oferings etc |
Sri S Ravi, an Independent Director is a Sr.Advocate, High Court of Judicature at Hyderabad for the State of Telangana and the state of Andhra Pradesh.He holds a Masters Degree in Science and Graduate in Law. He Practiced in the High Court of Karnataka and Andhra Pradesh.He has rich experience in Taxation, Corporate Laws and Commercial Laws |
Sri A S N Raju is one of the Promoters and has been associated with the Company since inception as Wholetime Director. He heads Buildings and Roads Divisions of the Company. He has vast experience spanning around 39 years in the construction industry. |
Sri J V Ranga Raju is one of the Promoter Directors and is one of the Whole- time Directors of the Company. He has been associated with the Company from the initial stages. He has over 38 years rich experience in the construction and allied felds. |
| Number of meetings of the Board attended during the year |
7 | 3 | 6 | 3 |
| Names of other companies in which directorship(s) is held |
1. Swell Financial Services Private Ltd. 2. NCC Urban Infrastructure Ltd 3. NCC Infrastructure Holdings Limited |
Prolifcs Corporation Ltd | 1. NCC Vizag Urban Infrastructure Ltd. 2. Vaidehi Avenues Ltd |
NIL |
| Names of other companies in which holds the membership of Committees of the Board |
1. NCC Urban Infrastructure Ltd 2. NCC Infrastructure Holdings Limited |
NIL | NCC Vizag Urban Infrastructure Ltd. |
NIL |
| No. of Equity Shares of`2/- each held in the Company as on 31stMarch, 2020 |
NIL | NIL | 5782985 | 2465916 |
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PROCEDURE AND INSTRUCTIONS FOR E-VOTING :
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Remote e-voting: In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and the provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by KFin Technologies Private Limited (KFintech) on all resolutions set forth in this Notice, from a place other than the venue of the Meeting (remote e-voting).
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(A) In case a Member receives an email from KFintech [for Members whose email IDs are registered with the Company/Depository Participants(s)], please follow the below instructions:
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i. Launch internet browser by typing the URL: https:// evoting.karvy.com.
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ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) [•] followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting your vote.
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iii. After entering these details appropriately, click on “LOGIN”.
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iv. You will now reach password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (az), one numeric value (0-9) and a special character (@,#,$, etc). The system will prompt you to change your password and update your contact details like mobile number, email ID etc., on first login. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
-
v. You need to login again with the new credentials.
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vi. On successful login, the system will prompt you to select the “EVENT” and click on ‘NCC Limited’.
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vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date 18[th] September, 2020 under “FOR/AGAINST” or alternatively, you may partially enter any number “FOR” and partially “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST”, it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
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viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
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ix. Voting has to be done for each item of business mentioned in the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
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x. You may then cast your vote by selecting an appropriate option and click on “Submit”.
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xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted
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on the resolution(s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted all the resolution(s).
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(B) In case of Members who have not registered their e-mail address (including Members holding shares in physical form), please follow the steps for registration of e-mail address and obtaining User ID and Password for e-voting as mentioned in para 12 of the “Notes” and para (e) under the “Other Instructions” section below.
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Voting at the Annual General Meeting: Those Members who are present in the Meeting through VC and have not cast their vote on resolutions through remote e-voting, can vote through e-voting at the Meeting. Members who have already cast their votes by remote e-voting are eligible to attend the Meeting. However, those Members are not entitled to cast their vote again at the Meeting.
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A Member can opt for only single mode of voting i.e. through remote e-voting or voting at the AGM. If a Member casts votes by both modes i.e. voting at AGM and remote e-voting, voting done through remote e-voting shall prevail and vote at the AGM shall be treated as invalid.
OTHER INSTRUCTIONS
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a) In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.karvy.com (KFintech Website) or contact Mr. I L Murthy (Unit:NCC Limited) of KFin Technologies Private Limited, Selenium Tower B, Plot 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad-500 032 or at einward.ris@ kfintech.com and [email protected] or phone no. 040-6716 2222 or call KFin’s toll free No. 1-800-3454-001 for any further clarifications.
-
b) You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
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c) The remote e-voting period commences on Tuesday the 22[nd] September, 2020 (9.00 a.m. IST) and ends on Thursday the 24[th] September, 2020 (5.00 p.m. IST) . During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 18[th] September, 2020 may cast their votes electronically as per the process detailed in this Notice. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
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d) The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e. 18[th] September, 2020.
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e) Members of the Company who have purchased their shares after the dispatch of the notice but before the cutoff date (i.e. 18[th] September, 2020) may contact KFintech at Tel No. 1800 345 4001 (toll free) to obtain login id and password or send a request to [email protected]
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f) During the AGM, the Chairman shall, after response to the questions raised by the Members in advance formally propose to the Members participating through VC to vote on the Resolutions as set out in the Notice of the 30[th] AGM and announce the start of the casting of vote through e-voting system. After the Members participating through VC who are eligible and interested to cast votes, have cast the votes, the e-voting will be closed with the formal announcement of closure of the Meeting.
6
- g) The Scrutinizer will submit his report to the Chairman after the completion of scrutiny, and the result of the voting will be announced by the Chairman or any Director of the Company duly authorised, on or before 28[th] September, 2020 and will also be displayed on the website of the Company (www.ncclimited.com), besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent.
INSTRUCTIONS FOR ATTENDING THE AGM THROUGH VC:
-
Members may access the platform to attend the AGM through VC at https://emeetings.kfintech.com by using their remote e-voting credentials. The link for the AGM will be available in the shareholder/ Members login where the “Event” and the “Name of the company” can be selected. Please note that the Members who have not registered their e-mail address or do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in this Notice.
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The facility for joining the AGM shall open 15 minutes before the scheduled time for commencement of the AGM and shall be closed after the expiry of 15 minutes after such schedule time.
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Members are encouraged to join the Meeting using Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge or Mozilla Firefox 22.
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Members will be required to grant access to the web-cam to enable two-way video conferencing.
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Members are advised to use stable Wi-Fi or LAN connection to participate in the AGM through VC in a smooth manner. Participants may experience audio/video loss due to fluctuation in their respective networks.
6. Members, who would like to ask questions or seek clarifications during the AGM with regard to the financial statements or relating to the operations of the Company need to register themselves as a speaker by sending their request and also briefly indicating their query / question or other information they require from their registered email address mentioning their name, DP ID and Client ID No./Folio No. and Mobile No. to reach the Company’s email address: [email protected] at least 48 hours in advance before the start of the meeting i.e. 23[rd] September, 2020 by 3.00 p.m. IST. Members shall be provided a ‘queue number’ before the AGM. Those Members who have registered themselves as a speaker will only be allowed to ask questions during the AGM, depending upon the availability of time. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
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Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the AGM. E-voting during the AGM is integrated with the VC platform. Members may click on the voting icon ( ) on the left side of the screen to cast their votes.
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Members who may require any technical assistance or support before or during the AGM are requested to contact KFin Technologies Private Limited at toll free number 1-800-3454-001 or write to them at [email protected].
7
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BUILDING AT ALL TIMES
Annual Report 2019-20
TABLE OF CONTENTS
| Building at all Times | 01 |
|---|---|
| About Us | 02 |
| Business Divisions | 03 |
| Message from Founder & Chairman Emeritus | 04 |
| Corporate Information | 05 |
| Chairman’s Message | 06 |
| Discussion with Managing Director | 08 |
| Key Performance Indicators | 10 |
| Corporate Social Responsibility | 12 |
| Directors’ Report | 13 |
| Management Discussion & Analysis | 33 |
| Report on Corporate Governance | 38 |
| Business Responsibility Report | 53 |
| Standalone Financial Statements | 59 |
| Consolidated Financial Statements | 118 |
Disclaimer:
In this Annual report we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements – written and oral – that we periodically make contain forward- looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. We undertake no obligation to publicly update any forwardlooking statements, whether as a result of new information, future events or otherwise.
BUILDING AT ALL TIMES
Good times or bad times, throughout its history, NCC has been building many engineering marvels backed by its strong financial, operational and execution capabilities.
With prudent risk management skills and strategic intents, the company during its 42 year history, has withstood many adversities and has emerged stronger every time. Many infrastructure landmarks built by NCC across the country and abroad are living testimonials of our ability to build at all times.
Annual Report 2019-20
1
ABOUT US
Established in 1978, as a partnership firm and converted into a limited company in 1990, NCC has progressed consistently for more than four decades. Today we are the second largest listed construction company in India in terms of revenue. NCC was born from a vision to provide world class construction solutions with focus on quality, timely completion, customer satisfaction, continuous learning and enhancement of stakeholders’ value.
NCC undertakes civil construction in segments such as buildings, water, roads, irrigation, power, electrical, railways, metals, mining.
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ENVIRONMENT, HEALTH AND SAFETY POLICY
NCC Limited is committed to prevent ill Health & Injury to its Employees, Contractors and Visitors’ and Environmental Pollution associated with all its activities and services through:
OUR PEOPLE
Experienced human capital of 5114 spread across head office, regional offices and various sites.
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Establishing, implementing and maintaining Environmental and Occupational Health & Safety Management Systems in compliance with the International Standards.
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Continually improving the Health, Safety & Environmental performance by setting and reviewing relevant objectives and targets.
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Complying with applicable EHS legal and other requirements.
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Dissemination of this EHS Policy through effective communication and training to personnel working for and on behalf on NCC and be made available to other interested parties, as required.
NCC LIMITED
2
BUSINESS DIVISIONS
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Buildings Water &
and Housing Environment Roads
Electrical Mining Irrigation
Power Railways Metals
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OUR MAJOR CLIENTS
Airports Authority of India, New Delhi Allahabad Development Authority Limited All India Institute of Medical Sciences Amaravathi Development Corporation Ltd. Andhra Pradesh Township Infrastructure Development Andhra Pradesh Housing Board Ansal Properties & Infrastructure Limited, Lucknow AP Capital Region Development Authority, Vijayawada Ballari City Corporation, Ballari Bangalore Electricity Supply Company Limited, Bangalore Bangalore Metro Rail Corporation, Bangalore Bennett Coleman and Company Limited Bharat Heavy Electricals Limited Bihar Agricultural University Bihar Medical Services & Infrastructure Corporation Limited Chennai Metro Rail Limited
Chennai Metropolitan Water Supply and Sewerage Board Delhi Metro Rail Corporation Limited Dept. of Space,Govt. of India, Sriharikota Dept. of Sports, Govt. of Uttarakhand Directorate of Arts & Culture, Meghalaya Employees State Insurance Corporation (ESIC) Engineers India Limited Government of West Bengal, PHE Office, Kolkata Greater Hyderabad Municipal Corporation , Hyderabad, Telangana Greater Visakha Municipal Corporation, Visakhapatnam, AP Gujarat Water Supply and Sewerage Board Guntur Municipal Corporation, Andhra Pradesh Hindustan Aeronautics Limited Hyderabad Growth Corridor Limited, Hyderabad Hyderabad Metropolitan Water Supply and Sewerage Board Indian Institute of Management, Raipur Indian Institute of Technology, Jodhpur Indian Navy Irrigation & CAD Department, Govt of Telangana Irrigation and CAD departments (of various States) Jharkhand Bijili Vitaran Nigam Limited Karnataka Housing Board Karnataka Residential Educational Institutional Society Karnataka Road Development Corporation
Madhya Pradesh Public Works Department, Bhopal, Madhya Pradesh Mahanadi Coal Fields Limited
Maharashtra Airport Development Company, Mumbai Maharashtra Metro Rail Corporation Ltd. Maharashtra State Road Development Corporation Ltd Ministry of Defence Ministry of Transport & Communication - Govt. of Oman Mumbai Metropolitan Region Development Authority,Mumbai Muscat Municipality, Sultanate of Oman Nagpur Metro Rail Corporation Ltd. Nagpur Nalanda University, Rajgir, Bihar National Highways Authority of India (NHAI) National Mineral Development Corporation Limited National Thermal Power Corporation NBCC Limited National Institute of Technology Pacschimanchal Vidyut Vitran Nigam Limited Patni Computers Public Health Engineering Department (of various states) Purvanchal Vidyut Vyapar Nigam Limited Rajiv Gandhi Rural Housing Corporation Limited, Bangalore Rail Vikas Nigam Limited Rashtriya Madhyamika Shiksha, Karnataka Reliance Industries Limited Reserve Bank of India Road Development authority, Srilanka Rural water supply & Sanitation, Odisha Sahara India Commercial Corporation Limited, Pune Sardar Sarovar Narmada Nigam Limited Shriram Properties Private Limited Singareni Collieries Company Limited State Electricity Boards (of various States) State Public Works Departments (of various states) Steel Authority of India Limited Symbiosis University Tamil Nadu Generation and Distribution Corporation Limited, Chennai Tamil Nadu Housing Board The Project Seabird, New Delhi
The West Bengal Power Development Corporation Limited UP Expressway Industrial Development Authority Uttar Pradesh Housing & Development Board, Lucknow
Annual Report 2019-20
3
MESSAGE FROM THE FOUNDER & CHAIRMAN EMERITUS
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Dear Shareholders,
FY20 has been a challenging year for NCC Ltd. The year ended with a global pandemic spreading the entire world and India is one of the most impacted.
Challenges and difficult times are not new to NCC. In our over 40 years of history we have gone through many challenges yet we emerged stronger year after year. We have proven risk mitigating capabilities as we adhere to continuous learning which is a core element in our vision. We will never deviate from our core values which encompass trust and integrity. We will continue to build the much needed infrastructure facilities for the holistic development of our nation.
I am delighted that during the year NCC Management honored Deendayal Research Institute with “NCC Samashti Seva Puraskar”, for their pioneering work in the field of rural development. We also constructed a skill development centre at Antarvedipalem, East Godavari, Andhra Pradesh for empowering people in various skills from the nearby areas.
Going forward few more months are expected to be difficult. I am sure we all will exhibit the necessary survival skills to overcome these challenges. Meanwhile please stay safe - protect yourself and your family.
Warm Regards
Padmashri Awardee Dr. AVS Raju Founder & Chairman Emeritus
Challenges and difficult times are not new to NCC. In our over 40 years of history we have gone through many challenges yet we emerged stronger year after year. We have proven risk mitigating capabilities as we adhere to continuous learning which is a core commitment in our vision.
VISION
To be a world-class construction and infrastructure enterprise committed to quality, timely completion, customer satisfaction, continuous learning and enhancement of stakeholders’ value.
MISSION
VALUES
Openness and Trust Integrity and reliability Team work and collaboration Commitment Creativity
To build a strong future ensuring increased returns to shareholders and enhanced support to associates
To adopt the latest technologies in the field of engineering, construction, operation and maintenance of infrastructure projects
To encourage innovation, professional integrity, upgradation of knowledge and skills of employees and a safe working environment To be a responsible corporate citizen committed to the social cause
NCC LIMITED
4
CORPORATE INFORMATION
Padma Shri Awardee
Dr. A V S Raju, Founder & Chairman Emeritus
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||||
|---|---|---|
|Board of Directors|Chief Financial Officer|Registered Office|
|Associate Director (F&A)|NCC House|
|Sri Hemant M Nerurkar -|Chairman|
|Sri R S Raju|Madhapur, Hyderabad - 500 081|
|Independent Director|
|Tel: +91 40 23268888|
|Dr. A S Durga Prasad|Company Secretary & EVP (Legal)|Fax: +91 40 23125555|
|Independent Director|Sri M V Srinivasa Murthy|Email: [email protected]|
|www.ncclimited.com|
|Smt Renu Challu|Statutory Auditors|
|Independent Director|M/s. S R Batliboi & Associates LLP|Registrar and Share Transfer Agents|
|Chartered Accountants|M/s. KFin Technologies Private Limited|
|Sri S Ravi|THE SKYVIEW 10|Selenium Tower B, Plot No.31 & 32|
|Independent Director|Survey No. 83/1, Raidurgam|Gachibowli, Financial District,|
|Hyderabad - 500 032|Nanakramguda, Serilingampally,|
|Sri Utpal Sheth|Hyderabad -500 032|
|Director|Bankers|Tel: +91 40 67162222|
|State Bank of India|Fax: +91 40 23001153|
|Sri A A V Ranga Raju|Canara Bank|Toll Free No: 1800345400|
|Managing Director|Andhra Bank|Email:[email protected]|
|Punjab National Bank|www:kfintech.com|
|Sri A G K Raju|Syndicate Bank|
|Executive Director|Indian Overseas Bank|
|Allahabad Bank|
|Sri A S N Raju|ICICI Bank|
|Wholetime Director|Standard Chartered Bank|
|IDBI Bank|
|Sri J V Ranga Raju|Oriental Bank of Commerce|
|Wholetime Director|Union Bank of India|
|Indusind Bank|
|Sri A V N Raju|Punjab & Sind Bank|
|Wholetime Director|
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Registrar and Share Transfer Agents
30[th] Annual General Meeting Friday the 25[th] September, 2020 at 3.00 p.m. IST through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
Annual Report 2019-20
5
CHAIRMAN’S MESSAGE
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Construction majors like NCC are key stakeholders in building the nation.
Dear Shareholders
This year my annual address on behalf of the board of directors of the company is at a very unusual time. Covid 19 has caused unforeseen damage to the lives of the people and the economies of most of the countries. With per capita income contracting after the pandemic, most countries are heading to an economic downturn in 2020. World Bank estimate in June 2020 points to a 7% contraction in advanced economies. That weakness is spilling over to the emerging markets and developing economies, where growth is expected to contract by 4-5% as they also cope with their own domestic outbreaks of the virus.
The economic impact of the COVID-19 in India has been substantial and broad-based. All indicators point to a sharp decline in economic activity, as reflected in the industrial production, business sentiment, consumer confidence and trade.
An analysis and data based prediction on the exact point of inflection for global economic recovery will not be possible at this juncture, since the spread of pandemic is not showing any signs of flattening. Many economists envisage a V-shaped recovery from Q3 of CY2020 with over $10 Trillion fiscal and monetary stimulus which is likely to increase further. However this expected recovery, can be adversely impacted if further lockdowns are imposed.
India announced a ` 20 Lakh crore stimulus package for overcoming the covid impact. The stimulus package predominantly is a set of financial packages for lowering the Covid impact among businesses is a mix of fiscal and monetary support mostly routed through banks. This impetus to ease financial pressure on businesses and to sustain the liquidity position is a strategically appropriate step.
The government initiative to infuse investments in infrastructure is going
NCC LIMITED
6
to play a key role in reviving the growth post lockdown. Honorable PM of India, Shri Narendra Modi, has already included Infrastructure as a crucial part of his ‘5i agenda for economic revival’. From transportation, logistics, agriculture, industry, telecommunications, to finance, healthcare, manufacturing, and education, all sectors rely on a strong infrastructure backbone. While in the initial stages of revival, infrastructure investments will help boost employment, generate income, in the long run it is set to boost the growth of the ancillary sectors, allowing stronger revival.
ON PERFORMANCE
FY2020 has been a subdued year for us with respect to topline and fresh inflow of orders. On Stand alone basis our revenue stands at ` 8370 Crores - down 31% YoY primarily due to general elections in the first quarter and the non performing orders in Andhra Pradesh. Order inflow also remained tepid in FY20 falling 68% YoY.
OPPORTUNITIES AND RISKS
India is at the verge of a construction infrastructure boom. It is important to make the infra growth go uninterrupted. Developments in the last decade are laudable as the country made progress in most of the sectors like roads, buildings, power, railways and water. However the pace at which the country is progressing falls short of the aspirations of a developing Country. As per a study by CRISIL India’s infrastructure investments as a percentage of GDP may fall to a 15-year low between fiscals 2018 and 2022. Overall infrastructure spending over the past two fiscals amounted to 5.1% of GDP – the lowest since fiscal 2002 – because of funding challenges
for both private and public segments, and a lower-than-expected pick-up in new PPP models. This makes the journey towards the government’s target of ` 100 lakh crore (or 7-8% of GDP) infrastructure spending by fiscal 2024 more challenging.
We continue to be a country where much of the decision-making on developmental issues are mired in petty politics, discouraging redtapism, and inter-ministerial issues. For the country’s vision to be a reality, our political leadership, central and state governments should rise to the occasion. Recent high-level meeting convened by The Union Minister for road transport and highways with Railway Minister and Environment Minister to expedite pending infrastructure projects in the country, particularly those stuck due to interministerial approvals, is indeed a welcome move.
Construction majors like NCC are key stakeholders in building the nation. During these hard times - post Covid 19 outbreak, many small and medium infrastructure and construction players are facing liquidity crunch. At NCC Ltd, we have a strong balance sheet and our business model is resilient. We have experience, prudent risk management systems and time tested executional skills to put the company on the growth trajectory.
At NCC, our Board or Directors and Senior Management is closely watching the current scenario for evaluating and containing risks.
DIVIDEND
We have a consistent track record of paying dividends. The Board of Directors of the Company at its meeting held on May 29, 2020, have recommended payment of Equity
Dividend of ` 0.20 per equity share subject to shareholders’ approval at the forthcoming AGM.
I take this opportunity to thank our employees, clients, shareholders, suppliers, banks, Central and State Government agencies for their continued support.
Yours truly Hemant M Nerurkar Chairman
Annual Report 2019-20
7
DISCUSSION WITH MANAGING DIRECTOR
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THE NEED OF THE HOUR
At the outset let us all remind ourselves that the relaxation of lockdown is for getting on with our lives and businesses but we need to take the safety norms more seriously with the number of Covid-19 cases rising exponentially in our country. Let us all stay safe and take a pledge that we will do our best to break the Covid-19 transmission chain.
At our corporate office, regional offices and construction sites we have taken all necessary precautions to make our people and contract workers safe.
ON KEY DRIVERS OF THE BUSINESS
India’s spend on infrastructure development as a percentage of GDP has been coming down since 2012. From a desirable level of 7-8% of the GDP for infra-construction it has come down to 5% in FY18 and FY19. As cited by our chairman in his letter to the shareholders, the slowdown in infra spend is due to
slowdown in economic growth, issues in land acquisition and delay in environmental and forest clearances. Despite this slowdown in spending, India continues to implement one of the largest infrastructure programmes in the world, with an estimated infrastructure investment of about $140 billion in FY19, and occupies the second position in the developing world both by the number of PPP projects as well as the associated investments.
In a major pro-active initiative, the government drew up the NIP (National Infrastructure Pipeline) with an ambitious plan to invest ` 111 lakh Crores (about $1.5 trillion) on infrastructure in the period up to FY25, roughly planning to double the annual infrastructure investment compared to what has been achieved in recent years. As per estimates in the NIP Task Force Report, about 80% of the required investment would come from the Centre and the state governments.
At NCC we have sufficient operational and financial capabilities to sustain. We are closely watching the turnout of events and will show the much needed strategic and operational agility during these difficult times.
NCC LIMITED
8
There is no doubt that Infra-
construction will be the frontrunner in driving India’s economic growth since we build the foundations of growth for all sectors i.e. manufacturing, services and social infrastructure. The nation cannot progress without strengthening its rail and road networks, buildings, irrigation, water & power.
A BRIEF REVIEW OF PERFORMANCE
FY2020 was a challenging year for our company yet we are exhibiting the much needed operational resilience to overcome the challenges inherited from the previous year and Covid 19 related challenges in FY2021. I am gratified to state that we are among those handful of construction infrastructure companies in India which always withstood the test of times and we continue to build our company.
FY20 revenue stood at 8,370 Crores, down 31% YoY, predominantly on account of slowdown in execution in the first quarter due to general elections and non-performing orders pertaining to those received from Government of Andhra Pradesh. Order inflow also remained tepid at 7,172 Crores in FY20 falling 68% YoY.
We were impacted during the initial lockdown days which resulted in slowing down our execution. During Q4 FY20 our operations were impacted for about a week and almost nil activities in April 2020. We restarted in May reaching an overall level of 50-60% with respect to resuming activities.
We continue to maintain a healthy order book of ` 26,572 Crores as on March 31, 2020. During the year we
received fresh orders worth ` 7172 Crores. The executable orderbook is at 3.2x book-to-sales. Sectoral expertise in the construction – infrastructure segment is our unique strength. Our order book is well diversified across buildings & housing, roads, water & environment, irrigation, electrical, metals and mining.
ON FINANCIAL PERFORMANCE
Despite our net sales registering a degrowth of 31%,our EBIDTA margins were up75 bps YoY at 12.53% from 11.78% in the previous year.Our receivables reduced to 26 bn from 32 bn YoY.Debtors days increased from 95 to 117. Debt stood at ` 19 bn with D/E ratio of 0.37 which is comfortable.
GOING FORWARD
The consequences of COVID-19 unless controlled in time, is going to have an adverse impact on the performance of our sector. Covid has left an impact on revenue receipts of the central and state governments. In view of this, we are unable to provide any guidance for top line for FY21.Turmoil in the global economy will also impact the external borrowing capacity of central and state governments. State governments known for the maximum spend like UP, Maharashtra and Gujarat are among the most impacted states.
The bulk of the activities are going to resume in the second and third quarter of the year. At NCC we have sufficient operational and financial capabilities to sustain. We are closely watching the turnout of events and will demonstrate the much needed strategic and operational agility during these difficult times. While going
forward we will keep updating you on all the developments through the exchanges and during our concalls.
Stay safe and stay healthy
Warm Regards
A A V Ranga Raju,
Managing Director
Total Order Book
` Crore 26,572 As on 31 March, 2020
Fresh Orders Received in FY20
` Crore 7,172
Annual Report 2019-20
9
KEY PERFORMANCE INDICATORS
| TURNOVER | (`in Crores) |
|---|---|
| FY17 | 8032 |
| FY18 | 7675 |
| FY19 | 12198 |
| FY20 | 8370 |
( ` in Crores)
EBIDTA
| FY17 | 685 |
|---|---|
| FY18 | 855 |
| FY19 | 1423 |
| FY20 | 1030 |
PAT ( ` in Crores)
CASH PROFIT ( ` in Crores)
| FY17 | 226 |
|---|---|
| FY18 | 287 |
| FY19 | 564 |
| FY20 | 382 |
| 338 FY17 |
338 FY17 |
|---|---|
| 404 FY18 |
|
| 713 FY19 |
|
| FY20 | 560 |
(%)
EBIDTA
| 8.68 FY17 |
8.68 FY17 |
|---|---|
| 11.31 FY18 |
|
| 11.78 FY19 |
|
| FY20 | 12.53 |
| (%) PAT |
(%) PAT |
|---|---|
| 2.81 FY17 |
|
| 3.74 FY18 |
|
| 4.62 FY19 |
|
| FY20 | 4.56 |
NCC LIMITED
10
( ` in Crores)
GROSS BLOCK
| FY17 | 1372 |
|---|---|
| FY18 | 1573 |
| FY19 | 1975 |
| FY20 | 2042 |
DEBT EQUITY - RATIO
| 0.46 FY17 |
0.46 FY17 |
|---|---|
| 0.31 FY18 |
|
| 0.42 FY19 |
|
| FY20 | 0.37 |
EPS ( ` )
| 4.06 FY17 |
4.06 FY17 |
|---|---|
| 5.09 FY18 |
|
| 9.39 FY19 |
|
| FY20 | 6.34 |
ORDER BOOK ( ` in Crores)
| FY17 | 18089 |
|---|---|
| FY18 | 32532 |
| FY19 | 35121 |
| FY20 | 26572 |
BOOK VALUE PER SHARE ( ` )
| 61.92 FY17 |
61.92 FY17 |
|---|---|
| 70.62 FY18 |
|
| 78.74 FY19 |
|
| FY20 | 83.72 |
| (%) DIVIDEND |
(%) DIVIDEND |
|---|---|
| 20 FY17 |
|
| 50 FY18 |
|
| 75 FY19 |
|
| FY20 | 10 |
Annual Report 2019-20
11
CORPORATE SOCIAL RESPONSIBILITY
At NCC, corporate social responsibility is etched in the organisational DNA. To ensure that CSR remains an ongoing activity and receives maximum attention, we set up the NCC Foundation, earmarking a portion of NCC Limited’s net profit every year for the social and philanthropic activities of NCC Foundation. With a wide range of socioeconomic and educational initiatives, NCC Foundation touches the lives of the unheard and unserved.
SKILL DEVELOPMENT CENTRE
NCC constructed two bed room dwelling units in Antarvedipalem, East Godavari Dt, Andhra Pradesh and allotted the same to the deserving families.
In the same location, we have constructed a skill development centre of 17500 Square feet for residents of the colony. In this skill development centre the residents of the colony can improve their skills in the specified areas of their interest like tailoring, sweet meat preparations, cooking, preparing pickles, embroidery etc with the help of a trainer. After obtaining the required skills they can produce the finished goods, and sell in the nearby towns. At a time about two hundred persons can work on different activities.
NCC SAMASHTI SEVA PURASKAR
Deendayal Research Institute was awarded the “NCC Samashti Seva Puraskar” for Integrated Rural Development and for their pioneering work in this field.
COVID-19 RELIEF
NCC contributed to the Chief Ministers relief fund of the Governments of Telangana, Andhra Pradesh, Maharashtra and Gujarat to deal with the Corona crisis.
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NCC LIMITED
12
DIRECTORS’ REPORT
To the Members,
Your Directors take pleasure in presenting the 30[th ] Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2020.
Standalone Financial Results
| Standalone Financial Results | Standalone Financial Results | Standalone Financial Results |
|---|---|---|
| (`in crores) | ||
| 2019-20 | 2018-19 | |
| Revenue from Operations | 8218.80 | 12079.76 |
Other Income |
151.27 | 118.25 |
| Total Income | 8370.07 | 12198.01 |
| Profit before Interest, Depreciation, Exceptional Items and Tax (PBIDT) |
1181.42 | 1541.25 |
Less: Finance Costs |
517.87 | 451.26 |
| Profit before Depreciation, Exceptional Items and Tax |
663.55 | 1089.99 |
| Less: Depreciation and Amortisation Expenses |
177.52 | 149.37 |
| Profit before exceptional item & tax | 486.03 | 940.62 |
Exceptional item (Net) |
(32.67) | (58.93) |
Profit before tax |
453.36 | 881.69 |
| Provision for Tax | 71.32 | 317.78 |
| Profit after Tax | 382.04 | 563.91 |
| Other comprehensive income / (loss) for the year |
(6.93) | (4.31) |
Total comprehensive income for the year |
375.11 | 559.60 |
| Retained earnings- Opening Balance | 1162.40 | 670.41 |
Add: Effect of adoption of Ind AS 115 |
- | 0.50 |
Add: Profit for the Year |
382.04 | 563.91 |
| Less: Dividend paid during the year (Including Dividend Tax) |
108.62 | 72.42 |
Retained earnings- Closing Balance |
1435.82 | 1162.40 |
Paid up Capital |
121.97 | 120.13 |
Operational performance
A. Standalone
Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the Financial Year ended 31[st] March, 2020 amounted to 8218.80 crores as against 12079.76 crores in FY-2018-19 and earned a Profit before Interest, Depreciation, Exceptional Items and Tax (PBIDT) of 1181.42 crores for the F.Y 2019-20 as against 1541.25 crores in the previous year. After deducting financial charges of 517.87crores, providing a sum of 177.52 crores towards depreciation, 71.32 crores for income tax and after exceptional items of (32.67) crores, the operations of the Company resulted in a net profit of 382.04 crores for the F.Y 2019-20 as against 563.91 crores in F.Y 2018-19.
B. Consolidated
During the year under review, the Revenue from Operations of the Company on a consolidated basis amounted to 8901.07 crores as against 12895.64 crores in the previous fiscal. Your Company has earned a PBIDT of ` 1200.23 crores for the F.Y 2019-20
as against 1723.50 crores in the previous Financial year. The operations resulted in a net profit attributable to the shareholders of the Company of 336.53 crores as against ` 578.69 crores in the previous financial year.
During the year the Company, on consolidated basis, bagged new orders valued around 7172 crores and after deducting the Orders executed, orders cancelled and orders whose scope has been reduced the order Book of the company as on March 31, 2020 stood at 26,572 crores.
The operations of the Company during the F.Y were impacted due to the elections to the Lok Sabha and some of State Assemblies, extended rainfall in some of the States and the COVID-19 pandemic. Further, in view of the change in the priorities / plans of the new government in the State of Andhra Pradesh some of the contracts awarded to the various Construction Companies including our Company have been foreclosed / de-scoped.
The outbreak of Corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.
COVID-19 is significantly impacting business operation of the companies, by way of interruption in production, supply chain disruption, unavailability of personnel, closure / lock down of production facilities etc. On 24th March, 2020, the Government of India ordered a nationwide lockdown initially for 21 days and which was subsequently extended in phases till 31st May, 2020 to prevent community spread of COVID-19 in India resulting in significant reduction in economic activities. The Company has taken necessary measures to contain the spread of virus in the project sites and in the various offices from where the employees are functioning.
Proposed Dividend
Your Board while taking note of the challenges faced on account of the COVID-19 pandemic and the need to conserve the resources recommends payment of Dividend of 0.20/- per Equity Share of 2/- each (10%) for the consideration and approval of the members of the Company at the forthcoming Annual General Meeting.
Transfer to Reserves
The Directors have decided to retain the entire amount of ` 1435.82 crores in the retained earnings.
Management Discussion and Analysis
Business Overview and Outlook and the state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the section relating to Management Discussion & Analysis which forms part of this Report.
Change in nature of business
There has been no change in the nature of business carried on by the Company during the year under review.
Annual Report 2019-20
13
Material Changes and Commitments affecting the financial position of the Company
There are no Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.
Merger
NCC Limited and two of its Wholly Owned Subsidiary Companies (WOSs) viz., M/s. Aster Rail Pvt Ltd., and M/s.Vaidehi Avenues Ltd., in their respective Board meetings held in December, 2019 subject to requisite approvals including that of NCLT, approved the merger of said WOSs with NCC Limited with the appointed date as 1[st] April, 2019 (Holding Company). The process of merger is slightly delayed due to the lockdown on account of COVID-19.
Share Capital
During the financial year under review, there has been no change in the Authorized Capital of the Company. However, the paid up equity share capital of the company increased by 1,84,00,000 during the year consequent to the allotment of 92,00,000 equity shares of 2/- each on exercise of Convertible Warrants issued to M/s. AVSR Holdings Private Limited one of the promoters of the company. The paid up share capital of the Company as on March 31, 2020 stood at 121,96,93,176 divided into 60,98,46,588 equity shares of 2/- each. The Company has not issued any debentures, bonds or any non-convertible securities during the financial year under review.
Particulars of Contracts or Arrangements with Related Parties
All related party transactions entered during the financial year were in the ordinary course of the business of the Company and were on an arm’s length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.
Members may refer Note 36 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.
The policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors is hosted on the website of the Company and the link for the same is: http:// ncclimited.com/ Policies.html.
Directors’ responsibility statement
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm as under:
-
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
-
(b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31[st] March, 2020 and of the profit of the Company for the financial year ended 31[st] March, 2020;
-
(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
-
(d) The annual accounts have been prepared on a going concern basis
-
(e) The Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
-
(f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Subsidiary Companies/ Joint venture Companies
The Company has 37 subsidiaries (including step down subsidiaries) as of March 31, 2020. During the year under review steps have been taken for closing down 7 (seven) step down subsidiaries (Wholly Owned Subsidiaries of NCC Urban Infrastructure Ltd) which are not in operation, under the “Strike off” mode, after due compliance with the provisions of the Companies Act, 2013 and the Rules framed there under. As the Ropeway Project at Patnitop awarded by the Govt of Jammu and Kashmir was cancelled, the SPV viz., Patnitop Ropeway & Resorts Ltd., (Wholly Owned Subsidiary of the Company) is being closed down under the Voluntary Winding Up process stipulated under the IBC Code, 2016 and the Rules framed there under. The Board of Directors of NCC Urban Infrastructure Ltd and the Board of Directors of 9 (nine) wholly owned subsidiaries under NCC Urban Infrastructure in their respective Board meetings held in December, 2019 subject to requisite approvals including that of NCLT, approved the merger of the said WOSs with NCC Urban Infrastructure Ltd. The Merger process is slightly delayed due to the lockdown on account of COVID-19. There was no material change in the nature of the business carried on by the subsidiaries.
As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies / Associate Companies/Joint Venture Companies is prepared in Form AOC-1 and is attached to the Financial Statements of the Company.
In accordance with the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company and are not attached with the Annual Accounts of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same.
In compliance with Section 134 of the Companies Act, 2013 read with the rules framed there under and the provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 as amended from time to time the Financial Statements for the F.Y 2019-20 have been prepared in compliance with the applicable Indian Accounting Standards.
NCC LIMITED
14
Consolidated financial statements
In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards Ind AS-110 and other applicable Accounting Standards, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2020, which forms part of the Annual Report.
Conversion of Preferential Warrants issued to M/s. AVSR Holdings Private Limited
During the year under review pursuant to the provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 (SEBI ICDR Regulations) and the approval earlier accorded by the members of the Company vide resolution dated 10[th] August, 2018, the Company has allotted 92,00,000 Equity Shares of 2/- each at a premium of 117.37/per Share upon conversion of 92,00,000 Convertible Warrants issued on Preferential basis to M/s. AVSR Holdings Private Limited one of the promoters of the Company. In compliance with the applicable SEBI Regulations these Shares are locked in up to 14[th] March, 2023. Disclosures: Deposits
During the year, the Company has not accepted any public deposits. Conservation of energy, technology absorption and foreign exchange earnings and outgo
-
A. Conservation of energy
-
The Company’s core activity is civil construction which is not power intensive. The Company is making every effort to conserve the usage of power.
-
B. R&D and technology absorption:
-
Not applicable
-
C. Foreign exchange earnings and outgo during the F.Y 2019-20 Foreign exchange earnings - Nil Foreign exchange outgo
-
i. Towards travel ` 0.39 crores
-
ii. Towards import of capital goods & material supplies ` 123.76 crores
-
During the year under review no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.
Particulars of loans, guarantees or investments under Section 186;
Details of Loans, Guarantees, Investments under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 as at 31st March, 2020 form part of the Notes to the financial statements provided in this Annual Report.
of his term on 24[th] September, 2019. Your Board places on record the valuable contribution of Sri R V Shastri, during his long association with the Company as an Independent Director and as Chairman of the Audit Committee and Stakeholders Relationship Committee.
In pursuance of Section 152 of the Companies Act, 2013 and the rules framed there under, Sri A S N Raju (DIN-00017416), and Sri J V Ranga Raju (DIN-00020547) Whole time Directors are liable to retire by rotation, at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.
Sri S Ravi, (Sri Ravi Sankararamaiah) (DIN-00180746) and Dr A S Durga Prasad (DIN-00911306) were appointed as Independent Directors on the Board of the Company at the Board Meetings held on 10-11-2015 and on 24-05-2016 respectively for a period of five years. The said appointments were approved by the members of the Company at the Twenty Sixth Annual General Meeting of the Company held on 24[th] August, 2016. Subject to the approval of the members it is proposed to re-appoint the aforesaid Independent Directors for another term of 5 (five) years. Under the provisions of the Companies Act, 2013 (as amended) re-appointment of Independent Directors for a second term requires prior approval of Members of the Company by way of Special Resolution. Accordingly the approval of the Members by way of Special Resolution(s) at the ensuing Annual General Meeting of the Company is being sought for re- appointment of Sri S Ravi, (Sri Ravi Sankararamaiah) (DIN- 00180746) and Dr. A S Durga Prasad (DIN-00911306) for a period of Five(5) years as Independent Directors of the Company from the end of their respective terms.
Other than as stated above, there has been no other change in the Directors or the Key Managerial Personnel during the year under review.
The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 read with sub rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended.
Key Managerial Personnel
Sri A A V Ranga Raju, Managing Director, Sri A G K Raju, Executive Director, Sri A S N Raju, Sri J V Ranga Raju and Sri A V N Raju, Wholetime Director(s), Sri R S Raju, Associate Director (F&A) & CFO and Sri M V Srinivasa Murthy, Company Secretary & EVP (Legal) are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There has been no change in the Key Managerial Personnel during the Financial Year under review.
Policy on Directors’ Appointment and remuneration and other details
Directors:
During the Financial Year 2019-20, Sri R V Shastri an Independent Director and Chairman of the Audit Committee and Stakeholders Relationship Committee retired from the Board at the end
The Company’s policy on Directors’ appointment and remuneration and other matters pursuant to Section 178(3) of the Companies Act, 2013 is hosted on the Company’s website and the web link thereto is: http://ncclimited.com/Policies.html.
Annual Report 2019-20
15
Meetings of Board of Directors
The Board Calendar is prepared and circulated in advance to the Directors. During the Financial Year under review the Board has met seven times i.e. on April 26, 2019, May 24, 2019, August 09, 2019, September 06, 2019, November 05, 2019, December 28, 2019 and February 07, 2020. The details with respect to Committee meetings and attendance there at required under the Secretarial Standard-1 issued by the Institute of Company Secretaries of India have been provided in the Corporate Governance Report forming part of Annual Report.
The details of the familiarization programme formulated for Independent Directors is hosted on the Company’s website and the web link thereto is http://ncclimited.com/corporate_ governance. html
Audit Committee
The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the Rules made thereunder and Regulation 18 of the SEBI (LODR) Regulations, 2015. The details relating to the Audit Committee are given in the section relating to Corporate Governance forming part of the Board Report.
Whistle Blower Policy/Vigil Mechanism
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company (http://ncclimited. com/Policies.html). During the year under review the Company has not received any complaint(s) under the said policy.
Risk Management
The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.
The Board of Directors of the Company has formed a Risk Management Committee to implement and monitor the risk management plan of the Company. The development and implementation of the risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
Compliance with Secretarial Standards
The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.
Extract of Annual Return
The extract of the Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2020 is given in Annexure-I and forms part of the Directors’ Report. The same is also available on www.ncclimited.com.
Statutory Auditors and their report
M/s. S R Batliboi & Associates LLP(Firm Registration No.101049W/ E300004), Chartered Accountants who were appointed as Statutory Auditors of the Company for a term of Five years from the conclusion of the 27th Annual General Meeting till the conclusion of the 32nd Annual General Meeting conducted the Statutory Audit for the FY2019-20.The Independent Auditors’ Report(s) to the Members of the Company in respect of the Stand alone Financial Statements and the Consolidated Financial Statements for the Financial Year ended March 31, 2020 form part of this Annual Report and do not contain any qualification(s) or adverse observations.
Secretarial Audit Report
As per the provisions of Section 204(1) of the Companies Act, 2013, the Company has appointed M/s. BS & Company Company Secretaries LLP, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company for the Financial Year 2019-20. The Secretarial Audit Report for the Financial Year ended 31st March, 2020 in Form MR-3 is annexed to the Directors Report - Annexure - II and forms part of this Report. The Secretarial Auditors’ Report to the Members of the Company for the Financial Year ended March 31, 2020 does not contain any qualification(s) or adverse observations
Cost Audit
The Company has maintained the requisite Cost Records in respect of the applicable activities as stipulated under Section 148 of the Companies Act, 2013 and the Rules framed thereunder.
In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on May 24, 2019 had appointed M/s.Vajralingam & Co., Cost Accountants (Firm Registration No.101059) as the Cost Auditors of the Company for the FY 2019-20. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for FY-2019-20.
Corporate Governance
Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.
Business Responsibility Report
As stipulated under Regulation 34 of the SEBI (LODR) Regulation 2015, Business Responsibility Report is attached and forms part of the Annual Report.
NCC LIMITED
16
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’), all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In compliance with the aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and corresponding shares to IEPF. The details of the unclaimed / un paid dividend during the last seven years and also the details of the unclaimed shares transferred to IEPF are given in the Report on Corporate Governance forming part of the Annual Report.
Reporting of Frauds
There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government
Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-III of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.The CSR Policy is available on the website of the Companyhttp://ncclimited.com/Policies. html. As per the provisions of the Companies Act, 2013 and the Rules framed thereunder during the F.Y 2019-20 the Company was required to spend an amount of 10.02 crores towards CSR activities. During the F.Y 2019-20 the Company had spent / incurred an amount of 8.38 Crores (including the contributions made to the CMs Relief Fund) towards CSR expenditure upto 31[st] March, 2020 as per details given in the said Annexure-III . The shortfall in the expenditure was mainly on account of inability of the Company to proceed with the activities in the on going projects for which the Board and the CSR Committee had accorded approval and due to COVID-19.
Particulars of Employees
Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time forms part of this report and is available on the website of the Company. The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibits. Shareholders interested in obtaining this information may access the same from the Company website. In accordance with Section 136 of the Companies Act, 2013, this exhibit is available for inspection by shareholders through electronic mode.
The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure –IV and forms part of this Report.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 read with the Rules framed thereunder and SEBI (LODR) Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
Protection of Women at Work Place
The Company has formulated a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. During the financial year ended 31st March, 2020, the Company has not received any complaints pertaining to Sexual Harassment.
Acknowledgements
Your Directors place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Company’s Bankers, Central and State Government Authorities, Associates, JV partners, clients, consultants, sub-contractors, suppliers and Members of the Company and look forward for the same in equal measure in the coming years.
For and on behalf of the Board
Hemant M Nerurkar Chairman Place: Hyderabad (DIN No. 0265887) Date: 29th May, 2020
Annual Report 2019-20
17
ANNEXURE – I
Form No. MGT – 9
EXTRACT OF ANNUAL RETURN
For the financial year ended on 31[st] March, 2020
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS :
-
I) CIN
-
II) Registration Date
-
III) Name of the Company
-
IV) Category/Sub-Category of the Company
-
V) Address of Registered Office And contact details
-
: L72200TG1990PLC011146
-
: 22[nd] March, 1990
-
: NCC Limited
-
: Company having Share Capital
-
: NCC House, Madhapur, Hyderabad – 500 081, Telangana; Ph. No.040-23268888, Fax:040-23125555 Email: [email protected]
- www.ncclimited.com
-
vi) Whether listed Company
-
Vii) Name, Address and Contact details of Registrar and Transfer Agent, if any
-
: YES BSE Limited National Stock Exchange of India Limited
-
: KFin Technologies Private Limited, Selenium Tower B, Plot No 31 & 32 Gachibowli, Financial District, Nanakramguda, Serilingampally Hyderabad – 500 032, Telangana State Phone: +91 040 6716 2222 Fax : +91 040 2300 1153 Email Id : [email protected] www.kfintech.com
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :
All the business activities contributing 10% or more of the total turnover (Consolidated) of the Company shall stated:-
| Sl. No. | Name and Description of main products / services |
NIC Code of the Product / Service | % to total turnover of the Company |
|---|---|---|---|
| 1 | Construction & Civil Engineering | 41001,41002,41003,42101,42204 | 100% |
NCC LIMITED
18
II. PARTICUALRS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES -
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Holding /
S. % of shares Applicable
Name of the Company CIN/GLN Subsidiary /
No. held Section
Associate
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| S. No. |
Name of the Company | CIN/GLN | Holding / Subsidiary / Associate |
% of shares held |
Applicable Section |
|---|---|---|---|---|---|
| 1 | NCC Urban Infrastructure Limited | U45200 TG2005PLC048375 | SubsidiaryCompany | 80.00 | Section 2(87) |
| 2 | NCC Infrastructure Holdings Limited | U67110AP2005PLC046367 | SubsidiaryCompany | 62.82 | Section 2(87) |
| 3 | NCC VizagUrban Infrastructure Limited | U45200 TG2006PLC048891 | SubsidiaryCompany | 95.00 | Section 2(87) |
| 4 | OB Infrastructure Limited# | U45200 TG2006PLC049067 | SubsidiaryCompany | 64.02 | Section 2(87) |
| 5 | Nagarjuna Construction CompanyInternational LLC | Not Applicable | SubsidiaryCompany | 100.00 | Section 2(87) |
| 6 | NCC Infrastructure Holdings Mauritius Pte. Limited | Not Applicable | SubsidiaryCompany | 100.00 | Section 2(87) |
| 7 | PatnitopRopeway& Resorts Limited@ | U45200 TG2007PLC052759 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 8 | Nagarjuna ContractingCompanyLLC | Not Applicable | SubsidiaryCompany | 100.00 | Section 2(87) |
| 9 | NCC International Convention Centre Limited.* | U74900 TG2008PLC062109 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 10 | Talaipalli Coal MiningPrivate Limited | U10100TG2017PTC121116 | SubsidiaryCompany | 51.00 | Section 2(87) |
| 11 | Vaidehi Avenues Limited | U70109TG2011PLC073648 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 12 | Aster Rail Private Limited | U72200TG2007PTC053398 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 13 | Savitra Agri Industrial Park Private Limited# | U15100TG2014PTC092525 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 14 | Pachhwara Coal MiningPrivate Limited | U10200TG2016PTC110024 | SubsidiaryCompany | 51.00 | Section 2(87) |
| 15 | Vara Infrastructure Private Limited*# | U45203TG2007PTC053076 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 16 | Sradha Real Estates Private Limited*# | U70102TG2007PTC053160 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 17 | Siripada Homes Private Limited*# | U45200TG2007PTC053442 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 18 | NCC Urban Meadows Private Limited*# | U45400TG2012PTC083003 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 19 | NCC Urban Villas Private Limited*# | U45400TG2012PTC083005 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 20 | Dhatri Developers & Projects Private Limited# | U45200TG2006PTC049114 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 21 | Sushanti Avenues Private Limited# | U72200TG2006PTC049115 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 22 | Sushruta Real Estates Private Limited# | U45200TG2006PTC049116 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 23 | JIC Homes Private Limited# | U45200TG2007PTC052709 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 24 | Sushanti HousingPrivate Limited# | U45200TG2007PTC052710 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 25 | CSVS PropertyDevelopers Private Limited# | U45200TG2007PTC052743 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 26 | Vera Avenues Private Limited# | U45200TG2007PTC052745 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 27 | M A PropertyDevelopers Private Limited# | U45200TG2007PTC052809 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 28 | Sri Raga Nivas Ventures Private Limited# | U70102TG2007PTC053048 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 29 | Mallelavanam PropertyDevelopers Private Limited# | U45200TG2007PTC053137 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 30 | NJC Avenues Private Limited# | U45200TG2007PTC053484 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 31 | Nagarjuna Suites Private Limited*# | U55101TG2011PTC076528 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 32 | NCC Urban Homes Private Limited# | U45201TG2012PTC083002 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 33 | NCC Urban Ventures Private Limited# | U45400TG2012PTC083004 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 34 | NCC Infra Limited# | U45400TG2011PLC077680 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 35 | Samashti Gas EnergyLimited# | U40300TG2010PLC070627 | SubsidiaryCompany | 100.00 | Section 2(87) |
| 36 | Al Mubarakia ContractingCo.LLC | Not Applicable | SubsidiaryCompany | 100.00 | Section 2(87) |
| 37 | NCCA International Kuwait General Contracts CompanyLLC |
Not Applicable | Subsidiary Company | 100.00 | Section 2 (87) |
| 38 | Paschal Form Work(I)Private Limited | U74900AP2008FTC058963 | Associate Company | 23.35 | Section 2(6) |
| 39 | Himalayan Green EnergyPrivate Limited | U40101DL2005PTC137235 | Associate Company | 50.00 | Section 2(6) |
| 40 | Nagarjuna Facilities Management Services LLC | Not Applicable | Associate Company | 49.00 | Section 2(6) |
Annual Report 2019-20
19
| S. No. |
Name of the Company | CIN/GLN | Holding / Subsidiary / Associate |
% of shares held |
Applicable Section |
|---|---|---|---|---|---|
| 41 | Apollonius Coal and EnergyPte. Ltd.# | Not Applicable | Associate Company | 44.22 | Section 2(6) |
| 42 | Ekana Sportz CityPrivate Limited# | U45202UP2014PTC063932 | Associate Company | 26.00 | Section 2(6) |
| 43 | Brindavan Infrastructure CompanyLimited | U45203TG2003PLC042006 | Associate Company | 33.33 | Section 2(6) |
| 44 | PondicherryTindivanam TollwayLimited# | U45400TG2007PTC053321 | Associate Company | 47.80 | Section 2(6) |
| 45 | Varaprada Real Estates Private Limited# | U70102TG2007PTC053171 | Associate Company | 40.00 | Section 2(6) |
- Applied for striking off under Section 248(2) of the Companies Act, 2013.
Percentage of ownership interest in step down subsidiaries and associates reported above represents ownership interest of immediate holding company and not the effective interest of the Group.
@ under Liquidation
NCC LIMITED
20
| i) Category-wiseShareholding |
% change during the year |
% change during the year |
(0.06) | 1.52 | 1.46 | 1.46 | (10.31) | 0.15 | - | - | - | - | (5.18) | - | (15.34) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| he year | % of Total Shares |
8.62 | 10.95 | 19.57 | 19.57 | 17.97 | 0.45 | - | - | - | - | 14.67 | - | 33.09 | ||||||||||||||||||
| t the end of t | Total | 52556765 | 66780615 | 119337380 | 119337380 | 109590206 | 2727866 | - | - | - | - | 89438095 | - | 201756167 | ||||||||||||||||||
| hares held a | Physical | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 1000 | 1000 | - | - | - | - | - | - | 2000 | ||||||||
| No. of S | Demat | 52556765 | 66780615 | 119337380 | 119337380 | 109589206 | 2726866 | - | - | - | - | 89438095 | - | 201754167 | ||||||||||||||||||
| of the year | % of Total Shares |
8.68 | - | - | 9.43 | - | - | 18.11 | - | - | - | - | - | - | 18.11 | 28.28 | 0.30 | - | - | - | - | 19.85 | - | - | 48.43 | |||||||
| e beginning | Total | 52129197 | - | - | 56650683 | - | - | 108779880 | - | - | - | - | - | - | 108779880 | 169891197 | 1804734 | - | - | - | - | 119224911 | - | - | 290920842 | |||||||
| res held at th | Physical | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 1000 | 1000 | - | - | - | - | - | - | - | - | 2000 | ||||||
| No. of Sha | Demat | 52129197 | - | 56650683 | - | - | 108779880 | - | - | - | - | - | - | - | 108779880 | 169890197 | 1803734 | - | - | - | - | 119224911 | - | - | 290918842 | |||||||
| Category of Shareholders | Promoters | Indian | Individuals / HUF | Central Government | State Government(s) | Bodies Corporate | Banks/FI | Any Other | Sub - Total (A) (1):- | Foreign | NRIs-Individuals | Other - Individuals | Bodies Corporate | Banks/FI | Any other | Sub - Total (A) (2):- | Total Shareholding of Promoter (A) = (A) (1)+(A)(2) |
Public Shareholding | Institutions | Mutual Funds | Banks/FI | Central Government | State Government(s) | Venture Capital Funds | Insurance Companies | FIIs | Foreign Venture Capital Funds | Others (Specify) | Foreign bodies – DR | Sub - Total (B) (1):- | ||
| Sl. No. |
A. | (1) | (a) | (b) | (c) | (d) | (e) | (f) | (2) | (a) | (b) | (c) | (d) | (e) | B. | 1 | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
Annual Report 2019-20
21
| % change during the year |
% change during the year |
- | 0 | - | 0.91 | 11.44 | 0.18 | (0.01) | 0.00 | (1.52) | 0.68 | 2.11 | 0.02 | 0.14 | 0.00 | 13.95 | (1.38) | - | (0.07) | 0.00 | (*) During the year under review the Company after due discussion with Deutsche Bank Trust Company Americas, Depository to the GDR programme terminated the GDR programme of the company with effect from 30thOctober, 2019 after following the due procedure. |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| he year | % of Total Shares |
- | 0 | - | 7.42 | 21.59 | 14.01 | 0.00 | 0.01 | 0.09 | 1.09 | 2.42 | 0.50 | 0.14 | 0.07 | 47.35 | 80.44 | 100.00 | - | 100.00 | |||||
| t the end of t | Total | 0 | - | 45264976 | 131655074 | 85432090 | 1300 | 49950 | 551441 | 6675290 | 14776679 | 3029091 | 876537 | 440613 | 288808041 | 490564208 | 609846588 | - | 609846588 | ||||||
| hares held a | Physical | - | 0 | - | 20512 | 905020 | - | - | - | - | - | - | - | 925532 | 927532 | 927532 | - | 927532 | |||||||
| No. of S | Demat | - | 0 | - | 45244464 | 130750054 | 85432090 | 1300 | 49950 | 551441 | 6675290 | 14776679 | 3029091 | 876537 | 440613 | 287882509 | 489636676 | 608919056 | - | 608919056 | |||||
| of the year | % of Total Shares |
- | 0 | - | 6.51 | - | 10.15 | 13.83 | 0.01 | 0.01 | 1.61 | 0.41 | 0.31 | 0.48 | 0.00 | 0.07 | 33.39 | 81.82 | 99.93 | 0.07 | 100.00 | ||||
| e beginning | Total | - | 0 | - | 39130031 | - | 60989282 | 83044440 | 72470 | 80184 | 9650008 | 2441419 | 1890709 | 2857255 | 173 | 396242 | 200552213 | 491473055 | 600252935 | 393653 | 600646588 | ||||
| res held at th | Physical | - | 0 | - | 20512 | - | 1130285 | - | - | - | - | - | - | - | - | 1150797 | 1152797 | 1152797 | - | 1152797 | |||||
| No. of Sha | Demat | - | 0 | - | 39109519 | - | 59858997 | 83044440 | 72470 | 80184 | 9650008 | 2441419 | 1890709 | 2857255 | 173 | 396242 | 199401416 | 490320258 | 599100138 | 393653 | 599493791 | ||||
| Category of Shareholders | Central Government/State Government/President if India |
Sub Total (B)(2) | Non-Institutions | Bodies Corp. | Indian | Overseas (OCB) | Individuals | Individual Shareholders holding nominal share capital up to 2 lakh.|Individual Shareholders holding<br>nominal share<br>capital in excess of2 lakh. |
NBFCs Registered with RBI | Others (Specify) | Trusts | Alternative Investment Fund | Non Resident Individuals | Clearing Members | Nonresident Indian Non Reparable |
Qualified Institutional Buyer | IEPF | Sub - Total (B) (3):- | Total B=B(1)+B(2)+B(3) | Total (A+B) | Shares held by Custodian for GDR & ADRs (*) |
Grand Total (A+B+C) | |||
| Sl. No. |
2 | 3 | a) | i) | ii) | b) | i) | ii) | iii | c) | i. | ii. | iii. | iv. | v. | vi. | vii. | C. |
NCC LIMITED
22
ii) Shareholding of Promoters/Promoters Group
==> picture [510 x 90] intentionally omitted <==
----- Start of picture text -----
Shareholding at the beginning of Shareholding at the end of the
the year year % change
Sl. No. Shareholder's Name No. of % of total Shares encumbered % of Shares Pledged/ No. of % of total Shares encumbered % of Shares Pledged/ in share holding during
Shares of the to total Shares of the to total the year
Company Company
Shares Shares
----- End of picture text -----
| Sl. No. |
Shareholder's Name | Shareholding at the beginning of theyear |
Shareholding at the beginning of theyear |
Shareholding at the beginning of theyear |
Shareholding at the end of the year |
Shareholding at the end of the year |
Shareholding at the end of the year |
% change in share holding during the year |
|---|---|---|---|---|---|---|---|---|
| No. of Shares |
% of total Shares of the Company |
% of Shares Pledged/ encumbered to total Shares |
No. of Shares |
% of total Shares of the Company |
% of Shares Pledged/ encumbered to total Shares |
|||
| 1 | M/s. A V S R Holdings Private Limited | 40453278 | 6.74 | 0.00 | 49653278 | 8.14 | 0.00 | 1.40 |
| 2 | Mr. Alluri Ananta Venkata Ranga Raju | 13563196 | 2.26 | 2.20 | 13563196 | 2.22 | 1.61 | (0.04) |
| 3 | M/s. Sirisha Projects Private Limited | 11214226 | 1.87 | 1.83 | 12144158 | 1.99 | 1.92 | 0.12 |
| 4 | Mr. Alluri Narayana Raju | 8858806 | 1.47 | 1.47 | 8858806 | 1.45 | 0.38 | (0.02) |
| 5 | Mr. Alluri Venkata Narasimha Raju | 7985791 | 1.33 | 0.00 | 7985791 | 1.31 | 0.61 | (0.02) |
| 6 | Mr. Alluri Gopala Krishnam Raju | 6359080 | 1.06 | 0.91 | 6109080 | 1.00 | 0.26 | (0.06) |
| 7 | Mr. Alluri Srimannarayana Raju | 6252215 | 1.04 | 0.23 | 5782985 | 0.95 | 0.74 | (0.09) |
| 8 | M/s. Avathesh Property Developers Private Limited |
3467000 | 0.58 | 0.57 | 3467000 | 0.57 | 0.51 | (0.01) |
| 9 | Mr. Alluri Srinivasa Rama Raju | 3219168 | 0.54 | 0.53 | 3076668 | 0.50 | 0.50 | (0.04) |
| 10 | Mr. Jampana Venkata Ranga Raju | 2265916 | 0.38 | 0.00 | 2465916 | 0.41 | 0.00 | 0.03 |
| 11 | M/s. Narasimha Developers Private Limited |
1516179 | 0.25 | 0.00 | 1516179 | 0.25 | 0.00 | 0.00 |
| 12 | Mrs. Manthena Swetha | 1225530 | 0.20 | 0.00 | 1225530 | 0.20 | 0.16 | 0.00 |
| 13 | Mrs. Alluri Arundhathi | 847222 | 0.14 | 0.00 | 847222 | 0.14 | 0.00 | 0.00 |
| 14 | Mrs. J Sowjanya | 409166 | 0.07 | 0.00 | 559166 | 0.09 | 0.00 | 0.02 |
| 15 | Mrs. Alluri Subhadra Jyothirmayi | 308091 | 0.05 | 0.00 | 308091 | 0.05 | 0.00 | 0.00 |
| 16 | Mrs. J Sridevi | 137859 | 0.02 | 0.00 | 287859 | 0.05 | 0.00 | 0.03 |
| 17 | Mrs. Alluri Bharathi | 124059 | 0.02 | 0.00 | 124059 | 0.02 | 0.00 | 0.00 |
| 18 | Mrs. Alluri Sridevi | 113884 | 0.02 | 0.00 | 113884 | 0.02 | 0.00 | 0.00 |
| 19 | Mr. Jampana Krishna Chaitanya Varma | 106121 | 0.02 | 0.00 | 306121 | 0.05 | 0.00 | 0.03 |
| 20 | Mrs. Alluri Shyama | 99902 | 0.02 | 0.00 | 374902 | 0.06 | 0.00 | 0.04 |
| 21 | Mrs. Alluri Nilavathi Devi | 73281 | 0.01 | 0.00 | 73281 | 0.01 | 0.00 | 0.00 |
| 22 | Mrs. Alluri Suguna | 68202 | 0.01 | 0.00 | 0 | 0.00 | 0.00 | (0.01) |
| 23 | Mr. Sri Harsha Varma Alluri | 41780 | 0.01 | 0.00 | 41780 | 0.01 | 0.00 | 0.00 |
| 24 | Mrs. Alluri Sravani | 36450 | 0.00 | 0.00 | 333450 | 0.06 | 0.00 | 0.06 |
| 25 | Mr. Alluri Vishnu Varma | 15100 | 0.00 | 0.00 | 15100 | 0.00 | 0.00 | 0.00 |
| 26 | Mrs. Bhupathi Raju Kausalya | 11090 | 0.00 | 0.00 | 41590 | 0.01 | 0.00 | 0.01 |
| 27 | Mr. Alluri Venkata Satyanarayanamma | 7288 | 0.00 | 0.00 | 7288 | 0.00 | 0.00 | 0.00 |
| 28 | Mr. U Sunil | 0 | 0.00 | 0.00 | 55000 | 0.01 | 0.00 | 0.01 |
| Total | 108779880 | 18.11 | **7.74 ** | 119337380 | 19.57 | 6.69 | 1.46 |
Note: The change in percentage in the holding is basically on account of increase in the Paid-up Share Capital consequent to the allotment of shares to AVSR Holdings Private Limited, on conversion of warrants issued to them on preferential basis.
Annual Report 2019-20
23
(iii) Change in Promoters’/Promoters’ Group Shareholding
==> picture [510 x 78] intentionally omitted <==
----- Start of picture text -----
Shareholding at the Shareholding at the end
Change in Shareholding
beginning of the year of the year
Sl. Name of the Shareholder % of total % of total
No No of shares No of shares
Increase Decrease
Shares of the shares of the
Company Company
----- End of picture text -----
| Sl. No |
Name of the Shareholder | Shareholding at the beginning of theyear |
Shareholding at the beginning of theyear |
Change in Shareholding | Change in Shareholding | Shareholding at the end of theyear |
Shareholding at the end of theyear |
|---|---|---|---|---|---|---|---|
| No of Shares |
% of total shares of the Company |
Increase | Decrease | No of shares |
% of total shares of the Company |
||
| 1 | M/s. A V S R Holdings Private Limited | 40453278 | 6.74 | 9200000 | - | 49653278 | 8.14 |
| 2 | Mr. Alluri Ananta Venkata Ranga Raju | 13563196 | 2.26 | - | - | 13563196 | 2.22 |
| 3 | M/s. Sirisha Projects Private Limited | 11214226 | 1.87 | 929932 | - | 12144158 | 1.99 |
| 4 | Mr. Alluri Narayana Raju | 8858806 | 1.47 | - | - | 8858806 | 1.45 |
| 5 | Mr. Alluri Venkata Narasimha Raju | 7985791 | 1.33 | - | - | 7985791 | 1.31 |
| 6 | Mr. Alluri Gopala Krishnam Raju | 6359080 | 1.06 | - | 250000 | 6109080 | 1.00 |
| 7 | Mr. Alluri Srimannarayana Raju | 6252215 | 1.04 | - | 469230 | 5782985 | 0.95 |
| 8 | M/s. Avathesh Property Developers Private Limited |
3467000 | 0.58 | - | - | 3467000 | 0.57 |
| 9 | Mr. Alluri Srinivasa Rama Raju | 3219168 | 0.54 | - | 142500 | 3076668 | 0.50 |
| 10 | Mr. Jampana Venkata Ranga Raju | 2265916 | 0.38 | 200000 | - | 2465916 | 0.41 |
| 11 | M/s. Narasimha Developers Private Limited |
1516179 | 0.25 | - | - | 1516179 | 0.25 |
| 12 | Mrs. Manthena Swetha | 1225530 | 0.20 | - | - | 1225530 | 0.20 |
| 13 | Mrs. Alluri Arundhathi | 847222 | 0.14 | - | - | 847222 | 0.14 |
| 14 | Mrs. J Sowjanya | 409166 | 0.07 | 150000 | - | 559166 | 0.09 |
| 15 | Mrs. Alluri Subhadra Jyothirmayi | 308091 | 0.05 | - | - | 308091 | 0.05 |
| 16 | Mrs. J Sridevi | 137859 | 0.02 | 150000 | - | 287859 | 0.05 |
| 17 | Mrs. Alluri Bharathi | 124059 | 0.02 | - | - | 124059 | 0.02 |
| 18 | Mrs. Alluri Sridevi | 113884 | 0.02 | - | - | 113884 | 0.02 |
| 19 | Mr. Jampana Krishna Chaitanya Varma | 106121 | 0.02 | 200000 | - | 306121 | 0.05 |
| 20 | Mrs. Alluri Shyama | 99902 | 0.02 | 275000 | - | 374902 | 0.06 |
| 21 | Mrs. Alluri Nilavathi Devi | 73281 | 0.01 | - | - | 73281 | 0.01 |
| 22 | Mrs. Alluri Suguna | 68202 | 0.01 | - | 68202 | 0 | 0.00 |
| 23 | Mr. Sri Harsha Varma Alluri | 41780 | 0.01 | - | - | 41780 | 0.01 |
| 24 | Mrs. Alluri Sravani | 36450 | 0.00 | 297000 | - | 333450 | 0.06 |
| 25 | Mr. Alluri Vishnu Varma | 15100 | 0.00 | - | - | 15100 | 0.00 |
| 26 | Mrs. Bhupathi Raju Kausalya | 11090 | 0.00 | 30500 | - | 41590 | 0.01 |
| 27 | Mr. Alluri Venkata Satyanarayanamma | 7288 | 0.00 | - | - | 7288 | 0.00 |
| 28 | Mr. U Sunil | 0 | 0.00 | 55000 | 55000 | 0.01 | |
| Total | 108779880 | 18.11 | 11487432 | 929932 | 119337380 | 19.57 |
NCC LIMITED
24
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs )
| Shareholding at the beginning of theyear |
Shareholding at the beginning of theyear |
Change in Shareholding | Change in Shareholding | Shareholding at the end of theyear |
Shareholding at the end of theyear |
||
|---|---|---|---|---|---|---|---|
| Sl. No |
Name of the Shareholder | No of Shares | % of total shares of the Company |
Increase | Decrease | No of shares | % of total shares of the Company |
| 1 | Mrs. Jhunjhunwala Rekha Rakesh | 45108266 | 7.51 | 5625000 | - | 50733266 | 8.32 |
| 2 | Reliance Capital Trustee Company Limited |
41490247 | 6.91 | - | 9005662 | 32484585 | 5.33 |
| 3 | Aditya Birla Sun Life Trustee Private Limited |
34461104 |
5.74 | 7495505 | - | 41956609 | 6.88 |
| 4 | Sundaram Mutual Fund | 25273673 | 4.21 | - | 25273673 | 0 | 0 |
| 5 | U T I Fund | 16627327 | 2.77 | - | 13462160 | 3165167 | 0.52 |
| 6 | IDFC Infrastructure Fund | 15377818 | 2.56 | 2956000 | - | 18333818 | 3.01 |
| 7 | Mr. Rakesh Jhunjhunwala | 11600000 | 1.93 | - | - | 11600000 | 1.90 |
| 8 | K B C ECO Fund | 11356660 | 1.89 | 10611685 | - | 21968345 | 3.60 |
| 9 | Government Pension Fund Global | 9046326 | 1.51 | - | 6769182 | 2277144 | 0.37 |
| 10 | HDFC Life Insurance Company Limited |
8728793 | 1.45 | 1271207 | - | 10000000 | 1.64 |
| (v) Shareholding of Directors and Key managerial Personnel : | |||||||
| Shareholding at the beginning of theyear |
Change in Shareholding (No. of Shares) |
Shareholding at the end of theyear |
|||||
| Sl. No |
Name of the Director and KMP | No of Shares | % of total shares of the Company |
Increase | Decrease | No of shares | % of total shares of the Company |
| Directors | |||||||
| 1 | Mr. R V Shastri@ | 216 | 0.00 | - | - | 216 | 0.00 |
| 2 | Dr. A S Durga Prasad | - | - | - | - | ||
| 3 | Mr. Hemant M Nerurkar | - | - | - | - | ||
| 4 | Mr. Utpal Sheth | - | - | - | - | ||
| 5 | Smt. Renu Challu | - | - | - | - | ||
| 6 | Mr. S Ravi | - | - | - | - | ||
| 7 | Mr. A S N Raju | 6252215 | 1.04 | - | 469230 | 5782985 | 0.95 |
| 8 | Mr. J V Ranga Raju | 2265916 | 0.38 | - | 200000 | 2465916 | 0.41 |
| 9 | Mr. A V N Raju | 7985791 | 1.33 | - | - | 7985791 | 1.31 |
| 10 | Mr. A G K Raju | 6359080 | 1.06 | - | 250000 | 6109080 | 1.00 |
| 11 | Mr. A A V Ranga Raju | 13563196 | 2.26 | - | - | 13563196 | 2.22 |
| KMPs | |||||||
| 1 | Mr. R S Raju | 6000 | 0.00 | 3000 | - |
9000 | 0.00 |
| 2 | Mr. M V Srinivasa Murthy | - | - | - | - | - | - |
@ Sri R V Shastri retired from the Board w.e.f September 24, 2019
Annual Report 2019-20
25
V. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
( ` in crores)
==> picture [510 x 40] intentionally omitted <==
----- Start of picture text -----
Secured Loans
Unsecured Total
excluding Deposits
Loans Indebtedness
deposits
----- End of picture text -----
| Secured Loans excluding deposits |
Unsecured Loans |
Deposits | Total Indebtedness |
|
|---|---|---|---|---|
| Indebtedness at the beginning of the financialyear(01.04.2019) | ||||
| i)Principal Amount | 1916.89 | 76.39 | 0 | 1993.28 |
| ii)Interest due but notpaid | 0 | 0 | 0 | 0 |
| iii)Interest accrued but not due | 4.42 | 0.65 | 0 | 5.07 |
| Total( i + ii + iii) | 1921.31 | 77.04 | 0 | 1998.35 |
| Change in indebtedness during the financialyear | ||||
| Addition | 215.30 | 0 | 0 | 215.30 |
| Reduction | 261.89 | 30.61 | 0 | 292.50 |
| Net Change | (46.59) | (30.61) | 0 | (77.20) |
| Indebtedness at the end of the financialyear(31.03.2020) | ||||
| i)Principal Amount | 1864.10 | 46.00 | 0 | 1910.10 |
| ii)Interest due but notpaid | 0 | 0 | 0 | 0 |
| iii)Interest accrued but not due | 10.62 | 0.43 | 0 | 11.05 |
| Total( I + ii + iii) | 1874.72 | 46.43 | 0 | 1921.15 |
VI. Remuneration of Directors and Key Managerial Personnel
- A. Remuneration paid to Managing Director, Executive Director and Whole-time Directors
(Amount in ` )
| Sl. **No ** |
Particulars of Remuneration | Sri A A V Ranga Raju (MD & CEO) |
Sri A G K Raju ED |
Sri A S N Raju WTD |
Sri A V N Raju WTD |
Sri J V Ranga Raju WTD |
Total Amount |
|---|---|---|---|---|---|---|---|
| 1 | Gross Salary | ||||||
| (a) Salary as per provisions contained in section 17(1)of the Income-tax Act, 1961 |
1,77,60,000 | 88,80,000 | 88,80,000 | 88,80,000 | 1,55,40,000 | 5,99,40,000 | |
| (b) Value of perquisites u/s 17(2) Income- tax Act, 1961 |
30,90,173 | 18,99,966 | 19,19,820 | 12,13,222 | 16,80,000 | 98,03,181 | |
| (c) Profits in lieu of salary u/s 17(3) Income-tax Act, 1961 |
- | - | - | - | - | - | |
| 2 | Stock Option | - | - | - | - | - | - |
| 3 | Sweat Equity | - | - | - | - | - | - |
| 4 | Commission | - | - | - | - | - | |
| As % ofprofit | 4,12,80,000 | 2,06,40,000 | 2,06,40,000 | 2,06,40,000 | - | 10,32,00,000 | |
| Others, specify | - | - | - | - | - | - | |
| 5 | Others Company’s contribution to PF | 11,52,000 | 5,76,000 | 5,76,000 | 5,76,000 | 10,08,000 | 38,88,000 |
| Total(*) | 6,32,82,173 | 3,19,95,966 | 3,20,15,820 | **3,13,09,222 ** | **1,82,28,000 ** | 17,68,31,181 | |
| 6 | Ceiling as per the Act @ 10% of profits calculated u/s 198 of the Companies Act, 2013 |
41.30 Crores |
NCC LIMITED
26
A1. Remuneration to Key Managerial Personnel other than MD, ED & WTDs :
(Amount in ` )
| Sl. No |
Particulars of Remuneration | Particulars of Remuneration | Particulars of Remuneration | Particulars of Remuneration | Sri R Subba Raju CFO |
Sri R Subba Raju CFO |
Sri M V Srinivasa Murthy -CS |
Sri M V Srinivasa Murthy -CS |
Sri M V Srinivasa Murthy -CS |
Total Amount |
Total Amount |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Gross Salary | ||||||||||
| (a) Salary as per provisions contained in section 17(1) of the Income- tax Act,1961 |
89,24,262 | 62,06,958 | 1,51,31,220 | ||||||||
| (b)Value ofperquisites u/s 17(2)Income-tax Act,1961 | 10,95,963 | 7,62,258 | 18,58,221 | ||||||||
| (c)Profits in lieuof salaryu/s 17(3)Income-tax Act,1961 | - | - | - | ||||||||
| 2 | Stock Option | - | - | - | |||||||
| 3 | Sweat Equity | - | - | - | |||||||
| 4 | Commission | - | - | - | |||||||
| As% ofprofit | - | - | - | ||||||||
| Others,specify…. | - | - | - | ||||||||
| 5 | Others(Company’scontribution toPF) | 5,63,640 | 3,92,016 | 9,55,656 | |||||||
| **Total ** | 1,05,83,865 | 73,61,232 | 1,79,45,097 | ||||||||
| B. Remuneration to other Directors: (Amount in`) |
|||||||||||
| Sl. No |
Particulars of Remuneration | Sri Hemant M Nerurkar |
Sri R V Shastri |
Smt Renu Challu |
Sri S Ravi |
Dr A S Durga Prasad |
Sri Utpal Sheth |
Total Amount |
|||
| 1 | Independent Directors | ||||||||||
| Fees for attending Board / Committee Meetings |
7,00,000 | 3,25,000 | 6,50,000 | 3,75,000 | 7,75,000 | - | 28,25,000 | ||||
| Commission | 10,00,000 | - | 5,00,000 | 5,00,000 | 10,00,000 | - | 30,00,000 | ||||
| Others, pleasespecify | - | - | - | - | - | - | - | ||||
| Total (1) | 17,00,000 | **3,25,000 ** | 11,50,000 | **8,75,000 ** | 17,75,000 | - | 58,25,000 | ||||
| 2 | Other Non – Executive Directors | ||||||||||
| Fees for attending board / committee meetings |
- | - | - | - | - | 4,75,000 | 4,75,000 | ||||
| Commission | - | - | - | - | - | - | - | ||||
| Others, please specify (Fixed pay, pension,LTA,Bonus andmedical) |
- | - | - | - | - | - | - | ||||
| Others,specify…. | - | - | - | - | - | - | - | ||||
| Total (2) | - | - | - | - | - | - | - | ||||
| Total (1+2) | 17,00,000 | **3,25,000 ** | 11,50,000 | **8,75,000 ** | 17,75,000 | 4,75,000 | 63,00,000 | ||||
| Total Managerial Remuneration | |||||||||||
| OverallCeiling as pertheAct | 4.13 crores |
Note : 1. The Non-Executive Director(s) have been paid Sitting Fee and Commission (other than to Sri Utpal Sheth) during the F.Y. ended 31[st] March, 2020.
- Sri R V Shastri – an Independent Director retired from the Board w.e.f. September 24, 2019.
VII. Penalties / Punishment / Compounding of Offences
There were no Penalties, Punishment or Compounding of Offences during the F.Y. ended 31[st] March, 2020.
For and on behalf of the Board
Place: Hyderabad Date: 29[th] May, 2020
Hemant M Nerurkar Chairman (DIN No. 00265887)
Annual Report 2019-20
27
ANNEXURE – II
Form No. MR-3
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2020
To, The Members,
NCC Limited Hyderabad
We have conducted the Secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by NCC Limited. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the NCC Limited books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the NCC Limited (the Company) for the financial year ended March 31, 2020, according to the provisions of:
-
(i) The Companies Act, 2013 (“the Act”) and the rules made there under;
-
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;
-
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
-
(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment;
-
(v) The following Regulations prescribed under the Securities and Exchange Board of India Act, 1992:-
-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
-
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
-
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009/2018;
-
(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015;
The Company has identified the following industry specific laws, Regulations, Guidelines, Rules, etc., as applicable to the Company:
-
The Building and other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996.
-
Inter-State Migrant Workmen (Regulation of Employment & Conditions of Service) Act, 1979.
We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice was given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
During the period under review, resolutions were carried through majority. As confirmed by the Management, there were no dissenting views expressed by any of the members on any business transacted at the meetings held during the period under review.
Based on the information, documents provided and the representations made by the Company, its officers during our audit process and also on review of the compliance reports of the Company Secretary taken on record by the Board of Directors of the Company periodically, in our opinion, there are adequate systems and processes exists in the Company to commensurate with the size and operations of the Company, to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
The compliance by the Company of the applicable financial laws like direct and indirect tax laws and labour laws - general and specific laws as mentioned in the report above filing of periodical returns, maintenance of financial records and books of accounts have not been reviewed by us since the same have been subject to review by Statutory Auditors, Internal Auditors and other professionals.
NCC LIMITED
28
We further report that during the audit period the Company has following major events:
-
a. The Company has allotted 92,00,000 Equity Shares of ` 2/- each to M/s. AVSR Holdings Private Limited, one of the promoters of the Company, on conversion of warrants.
-
b. The Board of Directors at its meeting held on 28.12.2019 has approved the Scheme of Arrangement for the Merger of M/s. Vaidehi Avenues Limited and M/s. Aster Rail Private Limited (Wholly Owned Subsidiaries) with NCC Limited (Holding Company).
-
c. Through a Special Resolution passed at the AGM held on 06.09.2019 the Company re-appointed Mr. Hemant Nerurkar Madhusudan and Mrs. Renu Challu as Independent Directors for the second term w.e.f. from 25[th] September, 2019 upto 24[t] September, 2024.
-
d. At the AGM held on 06.09.2019 the Company re-appointed Mr. A.S.N. Raju as a Whole-time Director for a period of 5 years w.e.f. 1[st] May, 2019.
-
e. Mr. R.V. Shastri retired on completion of his tenure as the Independent Director of the Company w.e.f. 24.09.2019.
For BS & Company Company Secretaries LLP
| Date: Place: |
26.05.2020 Hyderabad |
K.V.S. Subramanyam FCS No.: 5400 C P No.: 4815 UDIN: F005400B000280521 |
|---|---|---|
Note: This report is to be read with our letter of even date which is annexed as ‘Annexure’ and forms an integral part of this report.
ANNEXURE
To,
The Members,
NCC Limited
Hyderabad
Our report of even date is to be read along with this letter.
-
Maintenance of Secretarial records is the responsibility of the Management of the Company. Our responsibility is to express opinion on these secretarial records based on our audit.
-
We have followed the audit practices and process as were appropriate to obtain reasonable assurances about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
-
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
-
Wherever required, we have obtained the Management representation about the compliance of applicable laws, rules and regulations etc.
-
The compliance of the provisions of Companies Act, 2013 and other applicable laws, Rules, Regulations, secretarial standards issued by ICSI is the responsibility of the Management. Our examination was limited to the verification of procedures.
-
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.
-
We further report that, based on the information provided by the Company, its officers, authorized representatives during the conduct of the audit and also on the review of quarterly compliance report by the respective departmental heads/ Company Secretary/ Managing Director taken on record by the Board of the Company, in our opinion adequate systems and process and control mechanism exist in the Company to monitor compliance with applicable general laws and Data protection policy.
-
We further report that the compliance by the Company of applicable fiscal laws like Direct & Indirect tax laws have not been reviewed in this audit since the same has been subject to review by the statutory financial audit and other designated professionals.
-
Under the situation of COVID-19 pandemic prevailing during the period, the 4[th] quarter audit was conducted with the verification of all the documents, records and other information electronically as provided by the management.
For BS & Company Company Secretaries LLP
K.V.S. Subramanyam Date: 26.05.2020 FCS No.: 5400 Place: Hyderabad C P No.: 4815 UDIN: F005400B000280521
Annual Report 2019-20
29
ANNEXURE – III
Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014
-
A brief outline of the Company’s CSR Policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.
-
Promotion of education, including special education
-
Rural development projects
-
Disaster management, including relief, rehabilitation and reconstruction activities
-
Ensuring environmental sustainability, ecological balance
-
Measures for the benefit of armed forces veterans, War widows and their dependents
-
Safety traffic engineering
-
Animal Welfare
-
Promoting gender equality and empowering women
-
Eradicating extreme hunger
-
Other programmes as permitted under the CSR Policy read with Schedule VII of the Companies Act, 2013
-
Web link: www.ncclimited.com/policies
-
Composition of CSR Committee:
==> picture [230 x 17] intentionally omitted <==
----- Start of picture text -----
S No. Name Designation
----- End of picture text -----
| S No. | Name | Designation |
|---|---|---|
| a) | Sri A S N Raju | Chairman |
| b) | Sri Hemant M Nerurkar | Member |
| c) | Dr A S Durga Prasad | Member |
| d) | Sri A G K Raju | Member |
Average Net profit for last three Financial Years for the purpose of computation of CSR spending: ` 500.93 crores
-
Prescribed CSR expenditure (2% of Average Net Profit) : ` 10.02 crores
-
Details of CSR spent for the financial year: ` 8.38 crores
-
Total amount spent during the financial year: ` 8.38 crores
-
Amount unspent, if any ` 1.64 crores
NCC LIMITED
30
a. Manner in which the amount spent during the financial year is detailed below:
==> picture [510 x 125] intentionally omitted <==
----- Start of picture text -----
(1) (2) (3) (4) (5) (6) (7) (8)
Projects or
Amount spent
programs (1)
on the projects
Local area or Cumulative
Sub heads: Amount
other Amount outlay expenditure
Sector in which (1) Direct spent: Direct
CSR Projects or (2) Specify (budget) project upto the
S No the project is expenditure or through
activity indentified the State and or programs wise reporting
covered on projects or implementing
District where ( in Crores) period<br>programs (2) agency<br>projects or ( in Crores)
Overheads
programs was
( ` In Crores)
undertaken
----- End of picture text -----
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) |
|---|---|---|---|---|---|---|---|
| S No | CSR Projects or activity indentified |
Sector in which the project is covered |
Projects or programs (1) Local area or other (2) Specify the State and District where projects or programs was undertaken |
Amount outlay (budget) project or programs wise ( **in Crores)**|**Amount spent**<br>**on the projects**<br>**Sub heads:**<br>**(1) Direct**<br>**expenditure**<br>**on projects or**<br>**programs (2)**<br>**Overheads**<br>**(**In Crores) |
Cumulative expenditure upto the reporting period (`in Crores) |
Amount spent: Direct or through implementing agency |
|
| 1 | Construction Of Rural Housing and Public Amenities |
Health care and Sanitation |
Andhra Pradesh | 3.69 | 13.31 | Direct | |
| 2 | Donation made to CMs Relief Fund |
Measures for relief and rehabilitation of COVID-19 affected people and for COVID-19 containment measures |
1. Andhra Pradesh 2. Telangana 3. Gujarat 4. Maharashtra |
One time contribution |
3.00 | 3.00 | Direct |
| 3 | Donation made toward construction of school(s) in the State of Maharashtra |
Education |
Maharashtra | 0.39 | 0.39 | Direct | |
| 4 | Donations to Deen Dayal Research Institute |
Rural Development Healthcare and Education |
Madhya Pradesh, Maharashtra and New Delhi |
One time contribution |
1.00 | 1.00 | Direct |
| 5 | Donation made to Dr. K V R Research Foundation. |
Health Care | Andhra Pradesh | One time contribution |
0.03 | 0.03 | Direct |
| 6 | Provision of trollies and other items to Grama Panchayathi for lifting of waste |
Swatch Bharat |
Telangana | One time contribution |
0.04 | 0.04 | Direct |
| 7 | Donation made to Susheena Foundation |
Child Health | Telangana | One time contribution |
0.03 | 0.03 | Direct |
| 8 | Donation to Education Institution |
Education | Andhra Pradesh | One time contribution |
0.20 | 0.20 | Direct |
| Total | `8.38 Crores |
-
As against the amount of
10.02 crores to be incurred towards CSR expenditure during the F.Y. 2019-20, the Company has spent an amount ofs8.38 crores. The shortfall in the expenditure was mainly on account of inability of the Company to proceed with the activities in the on going projects for which the Board and the CSR Committee had accorded approval and due to COVID 19. -
We hereby confirm that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.
For and on behalf of Corporate Social Responsibility Committee
Sd/Sd/A.A.V Ranga Raju A S N Raju (Managing Director) (Chairman of CSR Committee) (DIN No.00019161) (DIN No.00017416)
Annual Report 2019-20
31
ANNEXURE – IV
Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.
- (i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2019-20:
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----- Start of picture text -----
S.No. Name of the Director Ratio of the remuneration to the median remuneration of the employees
----- End of picture text -----
| **S.No. ** | Name of the Director | Ratio of the remuneration to the median remuneration of the employees |
|---|---|---|
| 1 | Sri Hemant M Nerurkar | 4:1 |
| 2 | Sri R V Shastri(*) | 1:1 |
| 3 | Smt Renu Challu | 2.5:1 |
| 4 | Dr A S Durga Prasad | 4:1 |
| 5 | Sri.S.Ravi | 2:1 |
| 6 | Sri Utpal Sheth | 1:1 |
| 7 | Sri A A V Ranga Raju | 136:1 |
| 8 | Sri A G K Raju | 69:1 |
| 9 | Sri J V Ranga Raju | 39:1 |
| 10 | Sri A S N Raju | 69:1 |
| 11 | Sri A V N Raju | 67:1 |
- (*) Retired from the Board w.e.f September 24, 2019
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the financial year.
==> picture [490 x 17] intentionally omitted <==
----- Start of picture text -----
S.No. Name of the KMP Percentage increase in the remuneration
----- End of picture text -----
| **S.No. ** | Name of the KMP | Percentage increase in the remuneration |
|---|---|---|
| 1 | (*)Directors | No Increase |
| 2 | Sri R S Raju,Associate Director(F&A)& CFO | 9.20% |
| 3 | Sri M V Srinivasa Murthy,CompanySecretary,& EVP(Legal) | 9.30% |
- (*)There has been no increase in the salaries of the Working Directors during the F.Y 2019-20.
(iii) The percentage increase in the median remuneration of employees in the financial year was 8.10%
(iv) The number of permanent employees on the rolls of Company as on 31[st] March, 2020 stood at 5114 employees
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
Average percentile increase in the salaries of the employees other than the managerial personnel in the last financial year was 8.46% and there has been no increase in the managerial remuneration during the last financial year.
(vi) The Remuneration paid to Key Managerial Personnel is as per the Remuneration Policy of the Company.
Place: Hyderabad Date: 29[th] May, 2020
For and on behalf of the Board Sd/Hemant M Nerurkar Chairman (DIN No. : 00265887)
NCC LIMITED
32
MANAGEMENT DISCUSSION & ANALYSIS
Global Economy
The world has changed dramatically in the last three months due to COVID-19 pandemic. While there is no way to tell exactly what the economic damage from the global COVID-19 novel coronavirus pandemic will be, there is widespread agreement among economists that it will have severe negative impacts on the global economy. Tragically, many human lives are being lost and the virus continues to spread rapidly across the globe. We owe a huge debt of gratitude to the medical professionals and health care workers who are working tirelessly to save lives.
Early estimates predicated that, should the virus become a global pandemic, most major economies will lose at least 2.4 percent of the value of their gross domestic product (GDP) over 2020, leading economists already reduced their FY 2020 forecasts of global economic growth down from around 3.1 percent in the previous year to 2.4 percent.
The economic damage caused by the COVID-19 pandemic is largely driven by a fall in demand, meaning that there are not enough consumers to purchase the goods and services available in the global economy. This is mainly due to closure of various business establishments due to lock downs imposed by various governments across the globe, resulting in staggering job losses. This dynamic can be clearly seen in heavily affected industries such as travel, tourism and falling demand for oil etc. It is this dynamic that has economists contemplating whether the COVID-19 pandemic could lead to a global recession on the scale of the Great Depression.
Despite the clear danger that the global economy is in, there are also reasons to be hopeful that this worst-case scenario can be avoided. Governments have learned from previous crises that the effects of a demand-driven recession can be countered with government spending. Consequently, many governments are increasing their provision of monetary welfare to keep their economies move forward. But there are some reasons to think that, with the right mix of appropriate government responses and luck, some of the more apocalyptic predictions may not come to pass.
Indian Economy - The Lock Down
The Covid-19 outbreak came at a time when Indian economy was already slowing, due to persistent financial sector weaknesses and the coronavirus outbreak has severely disrupted the Indian economy, magnifying the pre-existing risks. The World Bank estimated the Indian economy to decelerate to 5 per cent in 2020 and projected a sharp growth deceleration in fiscal 2021 to 2.8 per cent in a baseline scenario, adding that the services sector will be particularly impacted.
“Growth is expected to rebound to 5.0 per cent in fiscal 2022 as the impact of Covid-19 dissipates, and fiscal and monetary policy support pays off with a lag,” the report said.
The World Bank to mitigate the challenge posed by Covid-19, has approved USD 1 billion to India. The government is undertaking measures to contain the health and economic fallout, and the RBI has begun providing calibrated support in the form of policy rate cuts and regulatory forbearance.
Given significant uncertainties, there is a wide confidence interval around the baseline estimate. If a large-scale domestic contagion scenario is avoided, early policy measures may pay off, and restrictions to the mobility of goods and people can be lifted swiftly, an upside scenario could materialize in FY21, with growth of around four per cent.
“However, if domestic contagion is not contained, and the nationwide shutdown is extended, growth projections could be revised downwards to 1.5 per cent, and fiscal slippages would be larger,” the World Bank said.
FDI equity inflows in India grew by 13% to a record $ 49.97 billion in the 2019-20 financial year.
Indian Infrastructure sector - COVID-19 Impact & Measures
Construction halt, revocation of toll collection, labour crunch and severe working capital pressure – these nightmares for any infrastructure company have now become a reality. The infrastructure sector is one of the worst-hit on account of COVID-19.
The Infrastructure Sector recovery in FY21 will be slow and is expected to be visible from Q3 onwards. While calculating earnings, downgrade of COVID-19 remains challenging, but FY21 revenue estimates to (-)10 % year on year (YoY) revenue decline for all companies and a 100-150bps YoY fall in margins for all in FY21.
The more imminent challenge for the construction players remains working capital management. In the wake of COVID-19 pandemic, the focus of state and central Govt has shifted to the welfare of citizens and health care measures, hence infrastructure activity has taken a backseat.
Infrastructure players are facing a severe liquidity crunch and as bills and dues from Govt are not being honoured in time on one hand and on the other hand companies are striving to maintain steady salary flows to contract labour and employees. The same has resulted in a stark mismatch in fund inflow and outflow, putting pressure on balance sheets.
The banking system has come to support the corporate sector with COVID-19 loans upto 10% of the “Fund Based Limits” enjoyed by Corporates, as directed by RBI. This is a big relief for Corporates.
Annual Report 2019-20
33
UNION BUDGET 2020-21
Infrastructure
-
National Infrastructure Pipeline:
-
Rs 103 lakh crore (US$ 1.45 trillion) worth projects; launched on 31[st] December 2019 to be invested on infrastructure over the next 5 years.
-
More than 6,500 projects across sectors, to be classified as per their size and stage of development.
-
Rs 1.7 lakh crore (US$ 24.06 billion) proposed for transport infrastructure in 2020-21.
Indian Railways
- 148 km long Bengaluru Suburban transport project at a cost of Rs 18,600 crore (US$ 2.63 billion).
Airports
- 100 more airports to be developed by 2024 to support Udaan scheme.
National Infrastructure Pipeline (NIP) - A Brief:
Industrial sector performance is critical to achieving the ambitious goal of making India a five-trillion economy. The sector plays a decisive role in determining the overall growth of national output and employment through its backward and forward linkages with the other two sectors of the economy. It contributes close to 30 per cent of total gross value added (GVA). The sector is, however, vulnerable to several internal and external economic challenges which affect its overall performance.
Investment in Infrastructure is necessary for growth. To achieve the GDP of $5 trillion by 2024-25, India needs to spend about $1.4 trillion (` 100 lakh crore) over these years on infrastructure. The challenge is to step-up annual infrastructure investment so that lack of infrastructure does not become a binding constraint to the growth of the Indian economy. To implement an infrastructure program of this scale, it is important that projects are adequately prepared and launched.
NIP is expected to enable well-prepared infrastructure projects which will create jobs, improve ease of living, and provide equitable access to infrastructure for all, thereby making growth more inclusive. NIP also intends to facilitate supply side interventions in infrastructure development to boost short-term as well as the potential GDP growth. Improved infrastructure capacities will also drive competitiveness of the Indian economy.
The Finance Minister released the Report of the Task Force on National Infrastructure Pipeline (abridged version) on 31.12.2019. The NIP has projected total infrastructure investment of ` 102 lakh crore during the period FY 2020 to 2025 in India. Energy (24 per cent), Roads (19 per cent), Urban (16 per cent), and Railways (13 per cent) amount to over 70 per cent of the projected capital expenditure during the said period.
As per the NIP, Central Government (39 per cent) and State Government (39 per cent) are expected to have equal share in funding of the projects followed by the Private Sector (22 per cent).
Government of India has announced Atmanirbhar Bharat Abhiyan Economic Relief Package of 20 lakh crore to tide over the COVID-19 Crisis:
Key Highlights of the Atmanirbhar Bharat Abhiyan
-
This special economic package, along with earlier announcements made during the COVID crisis and decisions taken by RBI, is to the tune of Rs 20 lakh crore, which is equivalent to almost 10% of India’s Gross Domestic Product (USD 2.72 lakh crore(2018)).
-
The package will also focus on land, labour, liquidity and laws.
-
It will cater to various sections including cottage industry, MSMEs, labourers, middle class, Industries, among others.
The five important pillar of self-reliant India behind Atmanirbhar Bharat Abhiyan are:
-
ECONOMY, which brings in quantum jump and not incremental change;
-
INFRASTRUCTURE, which should become the identity of India;
-
SYSTEM , based on 21st century technology driven arrangements;
-
VIBRANT DEMOGRAPHY , which is our source of energy for a self-reliant India; and
-
DEMAND, whereby the strength of our demand and supply chain should be utilized to full capacity.
Opportunities and Strengths
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Opportunities Strengths
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| Opportunities | Strengths |
|---|---|
| Demand for world class infrastructurein India • “Make in India” initiative would demand good infrastructure specifically roads, railways, etc thusoffering opportunities for construction companies • Government’s“100 smart cities”initiative • Higher budgetary allocationfor infrastructure sector • Pro- industry policies and initiativessuch as lowering of corporate tax, setting up of REITs and Infrastructure Investment Trusts would drive investment in Infrastructure sector, etc. |
Strong brandawareness and reputation • Recognisedindustry leader in large civil construction and infrastructure projects • Four decades of experience. • Track record ofsuccessfully completing complex projects • Ensuring quality and timely completionof the projects without cost overruns • Diversified business portfolio and strong order book • Enduring relationships built on mutual trust and respect with our clients, sub-contractors, financial institutions and shareholders • Pan India presence • Large pool oftalented and skilled employeeswith low attrition rate. |
NCC LIMITED
34
FINANCIAL PEROFRMANCE (NCCL Standalone)
Equity & Liabilities:
-
a. Equity Share capital: During the year, the Company has issued and allotted 9,200,000 equity shares of
2 each at a premium of117.37 per share against share warrants issued on preferential basis to the promoters of the Company resulting an increase in share capital by1.84 crores from120.13 crores to ` 121.97 crores -
b. Other Equity: The Other Equity of the Company has gone up from
4636.65 crores to4983.66 crores in 2019-20 and increase primarily on account of receipt of balance premium of80.52 crores on issue of Equity Shares and balance of266.49 crores on account of profit earned in 2019-20. -
c. Net worth: The Company’s net worth increased from
4756.78 crores to5105.63 crores. The increase of348.85 crores is primarily on account of internal generation of profits of266.49 crores and ` 82.36 crores on account of issue of Equity Shares. -
d. Borrowings (Long-Term & Short-Term): During the year under review the borrowings decreased by
83.18 crores from1993.28 crores to `1910.10 crores.
Assets:
-
a. Property, Plant & Equipment (PPE): The Company’s PPE (gross block plus Capital WIP) increased by
66.41 crores in 2019-20 from1975.33 crores to ` 2041.74 crores. -
b. Investments: The investments decreased by
30.57 crores, from919.27 crores to ` 888.70 crores during the year 201920 -
c. Inventories: The Company’s inventories stands at
514.83 crores as against of512.94 crores of previous year. -
d. Trade Receivables (Current & Non-Current) : The Company’s trade receivables decreased by
536.16 crores in 2019-20 from3154.16 crores to ` 2618.00 crores. -
e. Loans & Other Financial Assets (Current & Non-Current): Loans and Other financial assets increased from
830.64 crores to833.08 crores during the year under review. -
f. Other Current & Non-Current Assets: Other Current & NonCurrent Assets increased by
163.42 crores from5821.39 crores to ` 5984.81 crores during the year under review. The increase mainly on account of increase in contract assets.
Operational Performance
-
a. Revenue from Operations: The Company has reported a Revenue from Operations of
8218.80 crores during the year 2019-20 as against12079.76 crores in the previous year, resulting in a decrease of 32% -
b. Other Income: The other income of the company for the year is
151.27 crores as against118.25 crores of previous year. Other income comprises of Interest on loans & advances,
interest on income tax refund, Profit on Sale of Property, Plant and Equipment/Investment Property(Net) and miscellaneous income.
-
c. Direct cost: The direct cost for the year under review works out to 79.02% of the turnover as against 82.21% last year. The decline in direct cost is primarily on account of receipt of certain pending bills on account of variation, extra works and on account of change in the mix of various divisions.
-
d. Overheads: Overheads, comprising salaries and administrative expenses, is
693.79 crores for the year under review as against726.27 crores in the previous year. -
e. Finance cost: The Finance cost during the year increased to
517.87 crores from451.26 crores, which was on account of increase in average loans and increase in commission on LC’s & BG’s. However the average cost of borrowings has come down from 9.91% of 2018-19 to 9.84% in 2019-20. -
f. Depreciation: The Company’s depreciation for the year has increased from
149.37 crores to177.52 crores. Increase is primarily on account of increase in Gross Block in FY2018-19 and FY 2019-20.
g. Tax Expense: The tax expense of the company for the year 2019-20 is 71.32 crores as against 317.78 crores of previous year. The reason for the decline in tax expenses in the current is due to the net tax credits of ` 74.21 crs relating to assessment orders of previous years.
EBIDTA: The Company has reported an EBIDTA of 1030.15 crores as against 1423.00 crores in the previous year. The decrease is primarily on account of decrease in Turnover during the year. However there is an Increase in EBIDTA margin from 11.78% to 12.53%.
- h.
Net profit: The Company has reported a Net Profit of 382.04 crores as against 563.91 crores in the previous year, a decline of 32%.
- i.
Total Comprehensive Income: The Company has reported a Total Comprehensive Income of 375.11 crores as against 559.60 crores in the previous year.
- j.
k. Dividend: The Board of Directors have recommended a dividend of 0.20 per share (10%) for the year under review and the dividend works out to 12.20 crores as against ` 90.10 crores in the previous year.
- l. Return on Equity: The Company has reported return on equity at 7.75% for the year under review as against 12.53% reported in the year 2018-19. The decrease mainly on account of decrease in volume of operations.
Cash Flow
During the year the Company reported Net cash in flows from operating activities of 636.43 crores as against 345.33 crores, Net cash used in investing activities 164.19 crores as against 425.05 crores and Net cash used in financing activities 582.95 crores as against Net cash inflow from financing activities 216.65 crores.
Annual Report 2019-20
35
Order Inflow and Order Book
During the year the Company received order inflow of 7172 crores as against 22377 crores received in previous year 2018-19. The group order book stands at ` 26572 crores as at the end of the year.
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ORDER BOOK COMPOSITION
Other
Minig
1%
7%
Electrical
6%
Irrigation
8%
Water & Env.
18%
Roads
10%
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----- Start of picture text -----
Buildings
50%
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INTERNAL CONTROL SYSTEM
The Company has adequate system of Internal Controls to help Management review the effectiveness of the Financial and Operating Controls and assurance about adherence to Company’s laid down Systems and Procedures. As per the provisions of the Companies Act, 2013, Internal Controls and documentation are in place for all activities. Both Internal Auditors and Statutory Auditors have verified the Internal Financial Controls (IFC) at entity level and operations level and satisfied about control effectiveness. The controls are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded. The Audit Committee periodically reviews the findings and recommendations of the Auditors and takes corrective action as deemed necessary. Enterprise Resource Planning Software is in use at Head Office, Divisions, Regional Offices and Project Sites, further strengthening the Internal Control mechanism.
RISKS AND CONCERNS
The Company has an integrated and structured Enterprise Risk Management process to manage risks with ultimate objective of maximizing stakeholders’ value. The risk management process at NCC broadly consists of identification, assessment, mitigation, prioritization and monitoring of risks. This process allows the Company to enhance confidence in achieving its desired goals and objectives, effectively restrain risks to acceptable levels and to take informed decisions about exploiting opportunities. Some of the key risks that the Company faces along with their mitigation strategies adopted are listed below:
Political Risks : The Company has operations in multiple locations in multiple states and is consequently subject to various geo-political risks. Appropriate mitigation strategies are in place to address the same.
Competition Risks : There has been an increase in the number of operators in the niche segment that the Company functions in. However, the Company’s competitive advantage is derived from experienced workforce, strong track record, technical expertise, financial strength, brand equity and regular engagement with Clients and representatives.
Operational Risks : To suit the project requirements, due care is exercised in the selection of sub-contractors, vendors, key technical and non-technical employees, insurance coverages, financial tie-ups, timely obtaining of Right of Way, designs and drawings etc. Identification of associated risks and initiation of mitigation measures are helping the Company to address the operational risks.
Market Risks: Securing orders is always a big challenge for Construction Companies and the same depends upon availability of orders in various States and various Departments. In order to mitigate the market risks and to ensure continuous order booking, the Company is operating multi-divisions such as Buildings & Housing, Roads, Water, Railways, Electrical, Irrigation, Mining, Metal, etc. The Company strategically participates in bids using its multi-divisional experiences.
Working Capital Risks : Project delays, cost overruns and consequent delays in payment receipt from the Clients lead to an increase in working capital requirement. There is a process of close monitoring & follow-up with the Clients for the timely approvals and payments for better working capital management.
Contract & Claims : In the competitive environment, to address the foreseeable litigations & claims, the Company maintains a robust documentation and follow up mechanism with Clients, subcontractors and vendors to address the related claims, disputes etc. To mitigate the possible risks due to the differences & disputes with the Clients, sub-contractors and vendors, the Company has an exclusive Contracts & Claims Department.
Cyber security Risks : With increasing use of IT in business areas and as systems get interconnected, cyber security becomes an important challenge for the organization in order to protect its information and systems so as to maintain confidentiality, data integrity and to prevent loss of data. The Company has implemented a cyber-security framework to identify, detect and prevent such risks. The Company has been focusing on systematic communication of possible cyber risks and the remedial measures to be followed through awareness programs for all the employees concerned.
COVID-19: Since middle of March, 2020 the COVID-19 pandemic has been one of the major risks impacting the Company’s Operations. The operations of the Company were significantly impacted during the period middle of March to end May, 2020 due to Lock down declared by the Govt of India. The Company has been taking necessary measures for containing the spread of COVID-19 virus so that the work in the project sites is not hampered. If the spread of COVID-19 is not sufficiently controlled in the coming months, our operations in the remaining quarters of FY 21 could also be adversely impacted.
NCC LIMITED
36
Human Resource (HR)
HR function at NCC has been playing a significant role in Planning, Recruiting, Deploying, Training, Managing and Retaining the Human Capital in accordance with the Organizational Objectives. NCC seeks employees to follow the values of Openness & Trust, Integrity & Reliability, Team Work & Collaboration, Commitment and Creativity to nurture and establish an ideal work culture at the workplace. The total human capital base of the company as of 31[st] March 2020 stood at 5114 people. The diverse manpower of the company is spread across 232 project sites across the country under various Business Verticals, Head Office and Regional offices.
Learning & Development
Identifying the training needs of employees and instilling necessary Technical, Functional and Behavioural skills among the staff members has evolved a core priority of the company over the years. During the financial year 2019-2020 total of 54 Training Programs were organized covering 1288 employees at various sites, HO and external venues. A total of 29 employees were sponsored to attend the training programs conducted at external venues by professional institutions.
In total 963 mandays was achieved during the period on the various training aspects like Personal & Organizational Effectiveness (POE), Technical Competency Enhancement (TCE), Functional Competency Enhancement (FCE), Environment, Health & Safety Awareness (EHS) and other topics too.
Employee Engagement
NCC Ltd has always focused on the various employee engagement initiatives for the well-being of the employees and their family members. During the year 2019-20 various initiatives were taken for the well-being of the employees like celebrating International Day of Yoga, Ethnic Wear Competition among employees during Diwali, Corporate Sport Expert Hunt by India Ahead News, Health Camps and few others.
Awards received by HR Function
NCC Ltd consecutively for the third time received “Telangana’s Best Employer Brand” awards at 14th Employer Branding Awards hosted by World HRD Congress & CHRO Asia on 17[th] November 2019 at Taj Banjara, Hyderabad
NCC Ltd received “Dun & Bradstreet Best HR Practices 2019” in the functions of Talent Acquisition, Recruitment, Retention, Compensation & Benefits, Employee Engagement, Training & Development, Performance Management, Talent Management, Team Management & Leadership, Industrial Relations and CSR.
Measures taken during COVID 19:
At NCC the following measures in respect of containment of COVID-19 were taken.
-
Awareness Training Programme with help of local reputed Doctors, Maintaining physical distancing, Using Arogya Setu app, Body temperature screening, Use of Face Mask, Minimal Use of Lift, using toothpicks for operating lift buttons, minimal use of cafeteria for lunch by avoiding the food supplies from outside and increasing the frequency of cleaning office.
-
Issued Guidelines to all project sites, regional offices and corporate office to restart operations during this pandemic situation.
-
Sanitizing labour camps, formation of COVID-19 task force, display of emergency numbers and nearest COVID 19 hospital, etc.
-
Distributing face masks, face shields, gloves, sanitizers, Dettol liquid soaps.
-
Distribution of dry ration, vegetables, cooked food to the construction workers at their respective sites.
Annual Report 2019-20
37
REPORT ON CORPORATE GOVERNANCE
In compliance with Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended the Company sets forth the report on the Corporate Governance on the matters as mentioned in the said schedule and practices followed by the Company.
1. Company’s philosophy on the Code of Governance
The Company aims at maintaining, transparency, accountability and equity in all facets of its operations on a continuous basis and in all interactions with the Stakeholders, including the Shareholders, Employees, Government, Lenders and other constituents while fulfilling the role of a responsible corporate representative committed to good corporate practices. The Company is committed to maintain the high standards of Corporate Governance on a continuous basis by laying emphasis on Ethical Corporate Citizenship and establishment of transparent Corporate Cultures which aim at true Corporate Governance. The Corporate Governance process and systems have been gradually strengthened over the years.
The Company believes that all its operations and actions must result in enhancing the overall shareholder value in terms of maximization of shareholder’s benefits, among others, over a sustained period of time. NCC Limited is committed to conduct its business in ethical manner there by attaining highest level of all its stakeholders’ confidence and satisfaction.
2. Board of Directors
As on March 31, 2020, the Company’s Board of Directors comprised a judicious mix of Ten Directors consisting of Five Executive Directors, One Non-Executive Director and Four Independent Directors and one of whom is a Woman Director as stipulated under the Companies Act, 2013 / and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following table(s) explains the composition of the Company’s Board, category, number of Board Meetings held during the year, attendance of each Director at the Board Meeting and at the last Annual General Meeting, other Directorships, Memberships and Chairmanships of Committees held by each of the Director during the Financial Year. The Company is compliant with all the Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and the provisions of Companies Act, 2013 and the rules made there under relating to appointment of Directors.
Composition of Board of Directors as on March 31, 2020.
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Attendance Number of committee
Number at the Number of positions held in other
Directorships in other Listed
of Board last AGM other Director public companies [(##)]
Name of the Director Category Companies & Category of
Meetings held on Ship(s) as on
attended September 31-03-2020 [ (#)] Membership(s) / Directorship
Chairman
6, 2019
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| Name of the Director | Category | Number of Board Meetings attended |
Attendance at the last AGM held on September 6, 2019 |
Number of other Director Ship(s) as on 31-03-2020 (#) |
Number of committee positions held in other public companies(##) |
Directorships in other Listed Companies & Category of Directorship |
|---|---|---|---|---|---|---|
| Membership(s) / Chairman |
||||||
| Sri Hemant M Nerurkar (Chairman) |
Non-Executive and Independent |
6 | Yes | 9 | 8 (Including 3 as Chairman) |
1. Igarashi Motors India Ltd – Non-Executive &Independent Director & Chairman 2. Adani Enterprises Ltd - Non- Executive & Independent Director 3. Crompton Greaves Consumer Electricals Ltd - Non-Executive & Independent Director & Chairman 4. DFM Foods Limited – Non- Executive & Independent Director & Chairman |
| Sri S Ravi | Non-Executive and Independent |
3 | No | NIL | Nil | Nil |
| Dr A S Durga Prasad | Non-Executive and Independent |
7 | Yes | 4 | 2 (Including 1 as Chairman) |
Nil |
| Smt Renu Challu | Non-Executive and Independent |
7 | Yes | 2 | 3 (Including 2 as Chairperson) |
1. Schaeffler India Ltd - Non- Executive & Independent Director 2. Ceinsys Tech Ltd - Non- Executive & Independent Director |
NCC LIMITED
38
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----- Start of picture text -----
Attendance Number of committee
Number at the Number of positions held in other
Directorships in other Listed
of Board last AGM other Director public companies [(##)]
Name of the Director Category Companies & Category of
Meetings held on Ship(s) as on
attended September 31-03-2020 [ (#)] Membership(s) / Directorship
Chairman
6, 2019
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| Name of the Director | Category | Number of Board Meetings attended |
Attendance at the last AGM held on September 6, 2019 |
Number of other Director Ship(s) as on 31-03-2020 (#) |
Number of committee positions held in other public companies(##) |
Directorships in other Listed Companies & Category of Directorship |
|---|---|---|---|---|---|---|
| Membership(s) / Chairman |
||||||
| Sri Utpal Sheth | Non-Executive and non-Independent |
6 | Yes | 15 | Nil | 1. Aptech Ltd - Non-Executive & Non - Independent Director |
| Sri A A V Ranga Raju (Managing Director) |
Promoter and Executive |
7 | Yes | 2 | Nil | Nil |
| Sri A G K Raju (Executive Director) |
Promoter and Executive |
6 | Yes | 2 | 1 | Nil |
| Sri A S N Raju (Wholetime Director |
Promoter and Executive |
6 | No | 2 | 1 (as Chairman) |
Nil |
| Sri J V Ranga Raju (Wholetime Director |
Promoter and Executive |
3 | No | Nil | Nil | Nil |
| Sri A V N Raju (Wholetime Director |
Promoter and Executive |
5 | Yes | 1 | 1 | Nil |
-
(#) The Directorships held by the Directors as mentioned above, do not include directorships in foreign companies and Companies under Section 8 of the Companies Act, 2013
-
(##) Represents Membership / Chairmanship in Audit Committee and Stakeholders Relationship Committee of other public limited companies.
Notes:
-
Sri R V Shastri – an Independent Director and Chairman of the Audit Committee and the Stakeholders Relationship Committee retired from the Board on September 24, 2019 on completion of his term of appointment.
-
None of the Directors of the Company are on the Boards of more than Ten Public Companies /overall Twenty Companies (including Private Limited Companies but excluding Companies incorporated outside India and Companies incorporated under section 8 of the Companies Act, 2013).
The Company convened minimum of one Board Meeting in each quarter as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and the Company ensured maximum gap between two Board Meetings has not exceeded One Hundred and Twenty Days.
The Board confirms that, based on the disclosures received from all the independent directors and also in its opinion, the independent directors fulfil the conditions specified in the Companies Act, 2013, the SEBI (LODR) Regulations,2015 as amended and are independent of the management .
Shares held by Non-Executive / Independent Directors as on March 31, 2020 - Nil
Board Meetings held during FY-2019-20:
During the FY-2019-20, The Board met seven times and dates of the Board meetings and attendance at the meetings are as follows:
| Date of Meeting | Board Strength | No. of Directors Present |
|---|---|---|
| April 26, 2019 | 11 | 8 |
| May24, 2019 | 11 | 8 |
| August 09, 2019 | 11 | 10 |
| September 06, 2019 | 11 | 8 |
| November 05, 2019 | 10 | 8 |
| December 28, 2019 | 10 | 8 |
| February07, 2020 | 10 | 10 |
Annual Report 2019-20
39
Familiarization Programme
The Company conducts Familiarization Programme for the Board Members and particularly for Independent Directors to enable them to be familiarized with the company, its management and its operations to gain a clear understanding of their roles, rights and responsibilities for enabling their contribution to the Company. Presentations are made at Board meetings on updates on regulatory, business environment, risk management, Company policies and other relevant issues. Quarterly Operations Report which includes information on business performance, operations, market share, financial parameters, working capital management, material litigations, compliances, fund-flows, subsidiary data. Details of the familiarization programmes are hosted on http:// ncclimited.com/corporate_governance.html.
Inter-se relationship between Directors:
The Promoter Directors namely Sri A A V Ranga Raju, Sri A S N Raju, Sri A G K Raju, and Sri A V N Raju, are related to each other in terms of the definition of “Relative” under Section 2(77) of the Companies Act, 2013 and Rules framed there under. The aforementioned Promoter Directors are not related to the other Board members, except as stated there is no inter-se relationship existing between the Directors of the Company.
Information supplied to the Board
As a policy measure, all the major decisions which involve new investments and capital expenditure, in addition to the matters which statutorily require Board approval, are put up for consideration of the Board or the Committees of the Board, Interalia, the following information is regularly provided to the Board as part of the agenda papers well in advance of the Board meetings or is tabled at the Board Meeting.
-
Annual operating plans, budgets & any updates.
-
Capital budgets and any updates.
-
Quarterly results of the Company and its operating divisions or business segments.
-
Minutes of the meetings of the Audit Committee and other Committees of the Board of the Directors.
-
The information on recruitment and remuneration of senior officers just below the level of Board of Directors including appointment or removal of Chief Financial Officer and the Company Secretary.
-
Show cause, demand, prosecution notices and penalty notices which are materially important.
-
Fatal or serious accidents, dangerous occurrences, any material effluent or pollution matters.
-
Information required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
-
Any material default in financial obligations to and by the Company, or substantial non-payment by clients.
-
Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or
order which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.
-
Details of any joint venture or collaboration agreement.
-
Significant labour problems and their proposed solutions. Any significant development in Human Resources.
-
Sale of investments, subsidiaries, assets which are material in nature and not in normal course of business.
-
Quarterly details of foreign exchange exposures and steps taken by management to limit the risks of adverse exchange rate movement, if material,
-
Non-compliance with any regulatory, statutory or listing requirement and shareholders service such as non payment of dividend, delay in share transfer, among others.
Code of Conduct
The Board of Directors of the Company laid a Code of Conduct for Directors and senior management personnel. The Code of Conduct is posted on the Company’s web-site http://ncclimited.com/ code_of_conduct.html. All Directors and designated personnel in the senior management affirmed compliance with the Code for the year under review. The declaration to this effect, signed by Sri A A V Ranga Raju, Managing Director is annexed to this report.
The Board has identified the following skills / expertise / competencies fundamental for the effective functioning of the Company which are currently available with the Board.
Leadership & Strategic Planning, Risk Management, Legal & Regulatory Compliances, Corporate Governance, Proficiency in Finance, Accounting, Audit, Cost Control, Project Planning and Management and relevant industry experience.
Board Committees
As on March 31, 2020 the Company has Nine Board level Committees, inter alia the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Corporate Social Responsibility Committee, the Enterprise Risk Management Committee and the Performance Review Committee.
3. Audit Committee of the Board
The Audit Committee presently comprises of four Independent Directors. The members of the Committee are financially literate and bring in expertise in the fields of Finance, Strategy, Banking, Engineering and Management. Dr. A S Durga Prasad, a Fellow member of the Institute of the Cost Accountant of India Chairman of the Committee w.e.f.24[th] September, 2019 is an Independent Director and has accounting and financial management expertise. Prior to that Sri.R.V.Shastri, Independent Director was the Chairman of the Audit Committee and he retired on 24[th] September, 2019 on completion of his term.
The Audit Committee met five times during the Financial Year i.e. on May 24, 2019, August 9, 2019, November 05, 2019 December 28, 2019 and February 7, 2020. The Company is in compliance
NCC LIMITED
40
with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 in terms of time gap between any two Audit Committee Meetings. Sri R V Shastri (*) earlier Chairman of the Committee was present at the last Annual General Meeting of the Company held on September 6, 2020.
The composition of the Audit Committee as on March 31, 2020 and details of attendance for the Meetings of the Audit Committees are as under.
| Name of the Director | Designation | No. of meetings held |
No. of meetings attended |
|---|---|---|---|
| Dr. A S Durga Prasad(#) | Chairman | 5 | 5 |
| Sri. Hemant M Nerurkar | Member | 5 | 5 |
| Smt. Renu Challu | Member | 5 | 5 |
| Sri S Ravi(&) | Member | 5 | 2 |
| Sri R V Shastri(*) | Chairman | 5 | 2 |
-
(#) Dr. A S Durga Prasad was appointed as Chairman of the Audit Committee w.e.f. September 24, 2019.
-
(&) Sri S Ravi was co-opted as Member of the Audit Committee w.e.f. August 9, 2019.
-
(*) Sri R V Shastri ceased to be Chairman and Member of the Audit Committee consequent to his retirement from the Board w.e.f September 24, 2019
Terms of reference of the Audit Committee
-
Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
-
Recommendation for appointment, remuneration and terms of appointment of the Statutory and the Internal Auditors of the company;
-
Approval of payment to Statutory Auditors for any other services rendered by them.
-
Reviewing, with the Management, the annual financial statements and Auditor’s Report thereon before submission to the Board for approval, with particular reference to:
-
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
-
b. Changes, if any, in accounting policies and practices and reasons for the same.
-
c. Major accounting entries involving estimates based on the exercise of judgment by Management.
-
d. Significant adjustments made in the financial statements arising out of audit findings.
-
e. Compliance with listing and other legal requirements relating to financial statements.
-
f. Disclosure of any related party transactions.
-
g. Modified opinions if any in the draft Audit Report.
-
Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval;
-
Reviewing, with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
-
Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
-
Approval or any subsequent modification of transactions of the company with related parties;
-
Scrutiny of inter-corporate loans and investments;
-
Valuation of undertakings or assets of the Company, wherever it is necessary;
-
Evaluation of internal financial controls and risk management systems;
-
Reviewing, with the Management, performance of statutory and internal auditors, adequacy of the internal control systems;
-
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
-
Discussion with internal auditors of any significant findings and follow up there on;
-
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
-
Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
-
To look into the reasons for substantial defaults if any in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
-
To review the functioning of the Whistle Blower mechanism;
-
Approval of appointment of Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
-
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Company Secretary is the Secretary to the Audit Committee.
Annual Report 2019-20
41
4. Nomination and Remuneration Committee
The Committee comprises of four Non-Executive Directors, of which three are Independent Directors. Smt. Renu Challu, an Independent Director is the Chairperson of the Committee, Sri. Hemant M Nerurkar, Independent Director, Sri. S Ravi, Independent Director and Sri. Utpal Sheth Non-Executive and non – Independent Director are the other members of the Committee. The Committee met four times i.e., on May 24, 2019, August 09, 2019, November 05, 2019 and February 07, 2020.
| Name of the Director | Designation | No. of meetings held | No. of meetings attended |
|---|---|---|---|
| Smt Renu Challu | Chairperson | 4 | 4 |
| Sri Hemant M Nerurkar | Member | 4 | 4 |
| Sri S Ravi | Member | 4 | 3 |
| Sri Utpal Sheth | Member | 4 | 4 |
Terms of reference of the Nomination Committee
-
(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to the remuneration of the directors, key managerial personnel and other employees;
-
(2) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors and various Committees of the Board.
-
(3) Devising policy on diversity of Board of Directors.
-
(4) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.
-
(5) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.
5. Details of remuneration/ sitting fee paid to the Directors for the year
The details of remuneration covering salary and other benefits paid for the year ended March 31, 2020 to the Managing Director, Executive Director and the Whole time Directors of the Company and the details of the sitting fee paid to the Non-Executive Directors are as follows-
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a. Executive Directors (Amount in `)
Name & Designation Salary Other benefits Bonus / Exgratia Pension Commission Total
----- End of picture text -----
| Name & Designation | Salary | Other benefits | Bonus/ Exgratia | Pension | Commission | Total |
|---|---|---|---|---|---|---|
| *Sri. A A V Ranga Raju ManagingDirector |
17,490,173 | 3,072,000 | 1,440,000 | Nil | 41,320,000 | 63,282,173 |
| *Sri. A G K Raju Executive Director |
9,099,966 | 1,536,000 | 720,000 | Nil | 20,640,000 | 31,995,966 |
| @Sri. A S N Raju Wholetime Director |
9,119,820 | 1,536,000 | 720,000 | Nil | 20,640,000 | 32,015,820 |
| *Sri. J V Ranga Raju Wholetime Director |
14,280,000 | 2,688,000 | 1,260,000 | Nil | Nil | 18,228,000 |
| #Sri. A V N Raju Wholetime Director |
8,653,222 | 1,296,000 | 720,000 | Nil | 20,640,000 | 31,309,222 |
-
Appointed for a period of 5 years w.e.f April 1, 2017
-
@ Appointed for a period of 5 years w.e.f. May 1, 2019
-
Appointed for a period of 5 years w.e.f May 30, 2016
Note: Notice Period for all the above Directors is as per the Rules of the Company.
Besides the above remuneration, the Managing Director, Executive Director and the Whole time Directors are also eligible for gratuity and encashment of leave at the end of their respective tenures as per the rules of the Company.
Remuneration being paid to Directors is in compliance with the Remuneration policy approved by the Board of Directors and the approval accorded by the Members of the Company
NCC LIMITED
42
b. Non-Executive Directors
The details of sitting Fee and commission paid to Non-executive Directors (including Independent Directors) during the Financial year 2019-20 is detailed below:
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(Amount in ` )
Sl No Name of the Director () Sitting Fees () Commission Total
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| Sl No | Name of the Director | (*) Sitting Fees | (*) Commission | Total |
|---|---|---|---|---|
| 1 | Sri. Hemanth M Nerurkar | 7,00,000 | 10,00,000 | 17,00,000 |
| 2 | Sri. R V Shastri | 3,25,000 | Nil | 3,25,000 |
| 3 | Dr. A S Durga Prasad | 7,75,000 | 10,00,000 | 17,75,000 |
| 4 | Smt. Renu Challu | 6,50,000 | 5,00,000 | 11,50,000 |
| 5 | Sri. S Ravi | 3,75,000 | 5,00,000 | 8,75,000 |
| 6 | Sri. Utpal Sheth | 4,75,000 | Nil | 4,75,000 |
(*) excluding applicable taxes
Meeting of Independent Directors:
Pursuant to provisions of the Companies Act, 2013 read with rules made there under and Secretarial Standard-I issued by the Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company for the Financial Year 2019-20 was held on March 16, 2020.
Board Level Performance Evaluation
Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, annual performance evaluation of the Directors including Chairperson, Board and its Committees viz., the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee has been carried out. The Performance evaluation of Independent Directors was carried out by the entire Board of Directors without participation of the directors who are subject to the evaluation. The Nomination and Remuneration Committee will review the said Performance Evaluation on annual basis.
6. Stakeholders Relationship Committee:
The Committee primarily focuses on Shareholder grievances, inter-alia, redressal of Investor complaints, attending Investor requests, approving the issue of duplicate Share Certificates and overseeing and review all matters connected with servicing of investors. The Committee oversees the performance of the Registrar and Transfer Agents and recommends measures for overall quality improvement of investor services. The Chairperson of the Committee Smt. Renu Challu is an Independent Director and the Company Secretary is the Secretary of the Committee. Sri M V Srinivasa Murthy, Company Secretary and EVP (Legal) was designated as the Compliance Officer.
As on March 31, 2020 the Committee comprises three Directors viz., Smt. Renu Challu (Chairperson of the Committee), Sri. S Ravi, Independent Director and Sri. A G K Raju, Whole time Director as its members.
The Committee met four times during the Financial Year i.e. on May 24, 2019, August 9, 2019, November 5, 2019 and February 6, 2020.
Attendance of Members at the Stakeholders Relationship Committee Meetings held during the year are as follows.
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Name of the Director Designation No. of meetings held No. of Meetings attended
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| Name of the Director | Designation | No. of meetings held | No. of Meetings attended |
|---|---|---|---|
| Smt. Renu Challu(#) | Chairperson | 4 | 2 |
| Sri. A G K Raju | Member | 4 | 3 |
| Sri. S Ravi | Member | 4 | 3 |
| Sri R V Shastri(@) | Chairman | 4 | 2 |
(#) Smt. Renu Challu was appointed as Chairperson and Member of the Stakeholder Relationship Committee w.e.f. 24th September, 2019
(@) Sri R V Shastri ceased to be Chairman and Member of the Stakeholders Relationship Committee consequent to his retirement from the Board w.e.f September 24, 2019
During the Financial Year 2019-20, the Company has received 44 complaints/ requests from the shareholders/investors. All the requests were promptly attended to and there were no un-resolved shareholder requests were pending as on March 31, 2020. The Company has processed and approved all valid requests received for transfer and dematerialization of Shares and there were no pending requests as on March 31, 2020. The Company has designated a separate email id [email protected] for investor grievances .
Annual Report 2019-20
43
7. General Body Meetings
The following are the details of previous three Annual /Extra-ordinary General Meetings and the Special resolutions passed there at;
| Year | Location | AGM Date & Time | Special Resolutionspassed |
|---|---|---|---|
| 2017 | K L N Prasad, Auditorium, The Federation of Telangana and Andhra Pradesh Chambers of Commerce and Industry, Federation House FAPCCI Marg, Red Hills, Hyderabad - 500 004 Telangana. |
AGM August 24, 2017 at 3.30 p.m |
1. Re-appointment of Sri A A V Ranga Raju as the Managing Director for a period of Five Years from April 01, 2017. 2. Re-appointment of Sri A G K Raju as Executive Director for aperiod of Five Years from April 01,2017. |
| 2018 | AGM August 10, 2018 at 3.30 p.m |
1. Issue of Convertible Warrants on preferential basis to M/s. A V S R Holdings Pvt. Ltd., one of the Promoters of NCC Limited. 2. Approval of enhancing the borrowing powers of the Company 3. Enhancing the powers of the Company for charging / securing the properties of the Company. 4. Alteration of the Articles of Association of the Company in conformity with the provisions of the Companies Act, 2013. 5. Alteration of the Memorandum of Association of the Company in conformity with the provisions of the Companies Act,2013 |
|
| EGM January 8, 2018 at 11.30 a.m. |
Further Issue of Shares under Qualified Institutional Placement | ||
| 2019 | Avasa Hotel, Constellation Hall, 1stFloor, Plot No. 15, 24, 25 & 26, Sector - 1, Survey No.64, Near Cyber Towers, Hitech City, Madhapur, Hyderabad – 500 081 Telangana. |
AGM September 06, 2019 at 3.00 p.m. |
1) Re-appointment of Sri Hemant M Nerurkar (DIN 00265887) as an Independent Director. 2) Re-appointment of Smt. Renu Challu (DIN 00157204) as an Independent Director. 3) Re-appointment of Sri A S N Raju (DIN 00017416) as a Whole time Director and to fix the remuneration payable to him. |
Postal Ballot
During the year no resolution was passed through postal ballot, under the provisions of the Companies Act, 2013
No resolution is proposed to be passed through Postal Ballot.
8. Means of Communication
The Company was having 193976 shareholders as on March 31, 2020. The main channel of communication with the shareholders is through the annual report which inter alia includes the statement of Chairman Emeritus, the Directors Report, Business Responsibility Report, Report on Corporate Governance, Management Discussion and Analysis Report, the Standalone and Consolidated Financial Statements along with the Auditor’s Report thereon, the Secretarial Audit Report, Special Initiatives and Shareholders Information. The company’s Annual Report is also available in downloadable forms on the Company’s website and can be accessed at http://www. ncclimited.com.
The Annual General Meeting (AGM) is the principal forum for interaction with the Shareholders, where the Board answers queries raised by the Shareholders. The Board acknowledges its responsibility towards its Shareholders and encourages open and active dialogue with all its Members and Stake Holders.
Regular communication with shareholders ensures that the Company’s strategy is being clearly understood. Details relating to quarterly performance and financial results are disseminated to the shareholders through press releases and are also uploaded on the Company’ website.
Quarterly results
The Quarterly Results of the Company are published in newspapers such as Business Standard / Business Line or Saakshi / Eenadu (regional language), along with the official press releases.
News releases, presentations, among others:
Official news releases and official media releases are sent to Stock Exchanges and are put on the Company’s website (www. ncclimited.com).
Presentations to institutional Investors / Analysts:
Detailed presentations are made to institutional investors and financial analysts on the Company’s quarterly, half-yearly as well as annual financial results. These presentations and schedule of analyst or institutional investors meet are also hosted on the Company’s website and can be accessed at http://ncclimited.com/analysts. html as well as sent to the Stock Exchanges. No unpublished price sensitive information is discussed in meeting / presentation with institutional investors and financial analysts.
NCC LIMITED
44
Website:
The Company’s website (www.ncclimited.com) contains a separate section i.e Investor Relations where shareholder’s information is available.
Reminders to Investors:
-
(a) for updating of email, Bank Account details and request to dematerialize the physical shares was sent on 29[th] June, 2019
-
(b) Letter dt. 17[th] July, 2019 addressed to the Shareholders who have not enacahsed their Dividend for a continuous period of Seven Years intimating them that their shares are liable to be transferred to the Demat Account of IEPF Account.
-
(c) for updating of PAN ,Bank Account details and request to dematerialize the physical shares was sent on 2[nd] January, 2020.
NSE Electronic Application Processing System (NEAPS):
The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filing like shareholding pattern, corporate governance report, media releases, statement of investor complaints, among others are also filed electronically on NEAPS.
BSE corporate Compliance & Listing Centre (“Listing Centre”):
BSE’s Listing Centre is a web-base application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, statement of investor complaints, among others are also filed electronically on the Listing Centre.
SEBI Complaints Redress System (SCORES):
The Investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: centralized database of all complaints, online upload of Action Taken Reports (ATR) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
9. General shareholders’ information
- (a) Day, date and time of 30[th] Annual General Meeting
30[th] Annual General Meeting of the Members of the Company is scheduled to be held on Friday, the 25[th] day of September, 2020 at 3.00 p.m through Video Conferencing (VC) or through Other Audio Visual Means(OAVM) as permitted by the Ministry of Corporate Affairs vide its Circular dt. 5[th] May, 2020 and Securites and Exchange Board of India vide its Circular No.SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dt.12[th] May, 2020 .
- ( b) Financial calendar (Tentative) for the Financial Year 2020-21.
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Quarter ending Financial Results release Trading window closure
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| Quarter ending | Financial Results release | Trading window closure |
|---|---|---|
| June 30, 2020 | August 12, 2020 | July 01, 2020 to August 15, 2020 |
| September 30, 2020 | November 10, 2020 | October 01, 2020 to November 13, 2020 |
| December 31, 2020 | February 11, 2020 | January 01, 2021 to February 13, 2021 |
| March 31, 2021 | May 20, 2021 | April 01,2021 to May 22, 2021 |
Dates of Book closure: September 09, 2020 to September 11, 2020, (both days inclusive) for payment of dividend.(Subject to declaration of Dividend)
- (c) Dividend payment date: (subject to approval of shareholders at the AGM) on or after October 15, 2020.(Subject to declaration of Dividend)
(d) The Company’s Equity Shares are listed on the BSE Limited and the National Stock Exchange of India Limited.
| BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400 001 |
National Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051 |
|---|---|
Listing fee for the financial year 2020-21 has been paid to the BSE Limited and the National Stock Exchange of India Ltd on 27[th] April, 2020.
Annual Report 2019-20
45
(e) Stock codes Equity shares
BSE Limited (BSE): 500294 / National Stock Exchange of India Limited (NSE): NCC
(f) Market price data
The monthly High and Low stock quotations during the year under review and performance in comparison to SENSEX (BSE) and NIFTY (NSE) are given below-
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BSE Sensex NSE Nifty
Month
High price Low price High Low High price Low price High Low
----- End of picture text -----
| Month | BSE | BSE | Sensex | Sensex | NSE | NSE | Nifty | Nifty |
|---|---|---|---|---|---|---|---|---|
High price|**Low price** |
High | Low | High price|**Low price** |
High | Low | |||
| April 2019 | 116.00 | 98.15 | 39487.45 | 38460.25 | 115.90 | 98.15 | 11856.20 | 11549.10 |
| May 2019 | 119.15 | 88.05 | 40124.96 | 36956.10 | 119.20 | 88.25 | 12041.20 | 11108.30 |
| June 2019 | 102.90 | 92.85 | 40312.07 | 38870.96 | 102.95 | 94.90 | 12103.10 | 11625.10 |
| July 2019 | 99.45 | 68.50 | 40032.41 | 37128.26 | 99.50 | 68.55 | 11981.80 | 10999.40 |
| August 2019 | 77.10 | 48.45 | 37807.55 | 36102.35 | 77.10 | 48.40 | 11181.50 | 10637.20 |
| September 2019 | 70.90 | 50.90 | 39441.12 | 35987.80 | 71.85 | 50.90 | 11694.90 | 10670.30 |
| October 2019 | 59.85 | 46.20 | 40392.22 | 37415.83 | 59.90 | 45.40 | 11945.00 | 11090.20 |
| November 2019 | 70.00 | 54.20 | 41163.79 | 40014.23 | 69.45 | 54.15 | 12158.80 | 11802.70 |
| December 2019 | 59.95 | 49.55 | 41809.96 | 40135.37 | 60.00 | 49.55 | 12293.90 | 11832.30 |
| January 2020 | 61.00 | 53.40 | 42273.87 | 40476.55 | 61.00 | 53.40 | 12430.50 | 11929.60 |
| February 2020 | 56.45 | 35.25 | 41709.30 | 38219.97 | 56.50 | 35.20 | 12246.70 | 11175.10 |
| March 2020 | 38.45 | 15.90 | 39083.17 | 25638.90 | 38.50 | 15.85 | 11433.00 | 7511.10 |
(g) Registrar and Transfer Agents :
M/s. KFin Technologies Private Limited. (formerly Karvy Fintech Private Limited) Selenium Tower B, Plot No.31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad -500 032 Phone: 040 6716 2222 Fax: 040 2300 1153 Email: [email protected] https://www.kfintech.com
(h) Share Transfer System
SEBI vide its Circular dated June 8, 2018 effective from April 01, 2019, mandated that except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository. Any investor who is desirous of transferring shares (which are held in physical form) after April 01, 2019 can do so only after the shares are dematerialized. However this does not prohibit the investor from holding the shares in physical form and investor has the option of holding shares in physical form even after April 01, 2019. The Company appointed M/s. KFin Technologies Private Limited as common Registrar and Transfer Agents for dealing with all the activities connected with both physical and demat segments pertaining to the Securities of the Company.
(i) Distribution of shareholding as on March 31, 2020.
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Number of shareholders Total Shares of Details of shareholding
Number of shares held
No % 2/-each Value of shares of ( ) %
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| Number of shares held | Number of shareholders | Number of shareholders | Total Shares of `2/-each |
Details of shareholding | Details of shareholding |
|---|---|---|---|---|---|
| No | % | Value of shares of(`) |
% |
||
| 1-5,000 | 183822 | 94.77 | 58,886,759 | 117,773,518 | 9.66 |
| 5,001-10,000 | 5266 | 2.71 | 19,315,564 | 38,631,128 | 3.17 |
| 10,001-20,000 | 2710 | 1.40 | 19,874,200 | 39,748,400 | 3.26 |
| 20,001-30,000 | 720 | 0.37 | 8,882,961 | 17,765,922 | 1.46 |
| 30,001-40,000 | 406 | 0.21 | 7,270,050 | 14,540,100 | 1.19 |
| 40,001-50,000 | 201 | 0.10 | 4,599,181 | 9,198,362 | 0.75 |
| 50,001-100,000 | 386 | 0.20 | 13,837,481 | 27,674,962 | 2.27 |
| 100,001 and above | 465 | 0.24 | 477,180,392 | 954,360,784 | 78.24 |
| Total | 193976* | 100.00 | 609,846,588 | 1,219,693,176 | 100.00 |
*After clubbing the common PAN, No. of Shareholders
NCC LIMITED
46
Shareholding Pattern as on March 31, 2020
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Category No. of Shares of ` 2/- each %
----- End of picture text -----
| Category | No. of Shares of ` 2/- each | % |
|---|---|---|
| Promoters | 119,337,380 | 19.57 |
| DomesticInstitutional Investors/Banks | 2,727,866 | 0.44 |
| Bodies Corporate | 46,142,813 | 7.57 |
| Foreign PortfolioInvestors | 89,438,095 | 14.67 |
| NRIs, OCBs, GDRs etc., | 9,704,381 | 1.59 |
| Mutual Funds | 110,141,647 | 18.07 |
| Indian Public | 231,887,809 | 38.02 |
| IEPF | 440,613 | 0.07 |
| Unclaimed SuspenseAccount | 25,984 | 0.00 |
| Total | 609,846,588 | 100.00 |
(j) Dematerialization.
Over 99.85% of the outstanding shares were dematerialized up to March 31, 2020. The Company’s shares are liquid and actively traded.
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Category No. of Shareholders Number of Shares %
----- End of picture text -----
| Category | No. of Shareholders | Number of Shares | % |
|---|---|---|---|
| NSDL | 103488 | 471062173 | 77.24 |
| CDSL | 95070 | 137856883 | 22.61 |
| Physical | 888 | 927532 | 0.15 |
| Total | 199446 | 609846588 | 100.00 |
*After clubbing the common PAN, No. the number of Shareholders is 193976
During the year under review the Company after due discussion with Deutsche Bank Trust Company Americas, Depository to the GDR programme terminated the GDR programme of the company with effect from 30[th] October,2019 after following the due procedure.
(l) International Securities Identification Number (ISIN) : INE868B01028
(m) Address for Correspondence
Physical / Electronic mode
| M/s. KFin Technologies Private Limited Selenium Tower B, Plot No.31 & 32 Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad -500 032 Phone: 040 6716 2222 Fax: 040 2300 1153 Email:[email protected] https://www.kfintech.com Toll Free No.1800 345 400 |
Shareholders General Correspondence Company Secretary / Compliance Officer NCC Limited 9thFloor, NCC House, Madhapur, Hyderabad - 500 081 Phone : 040-23268888 / 23268942 Fax : 040- 23125555 E-Mail :[email protected] www.ncclimited.com |
|---|---|
ECS Facility;
The Company is providing facility of “Electronic Clearing Service” (ECS) for payment of dividend to shareholders. Shareholders who have not furnished such details earlier are once again requested to provide details of their bank account for availing ECS facility. Further, ECS facility is available to the beneficial owners of shares held in electronic form as well as in physical form. Those desirous of availing the ECS facility may provide their mandate to the Company in writing, in the form that can be obtained from the Company or the Company’s Registrar and Transfer Agents M/s. KFin Technologies Private Limited.
Unclaimed dividend
Pursuant to the provisions of Sections 124 &125 of Companies Act, 2013 the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unclaimed dividend account to the Investor Education and Protection Fund (IEPF). Shareholders are requested to ensure that they claim the dividend(s) from the Company before transfer to the Investor Education and Protection Fund (IEPF). In compliance with above said provisions of the Companies Act, 2013, the Company transferred the unclaimed dividend amounting to ` 4,08,393/- ( Rupees Four Lakh Eight Thousand Three Hundred and Ninety Three only) (Final Dividend) pertaining to the year 2011-2012 to the Investor Education and Protection Fund.
Annual Report 2019-20
47
Due dates for transfer of dividend unclaimed to IEPF are as follows:
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Amount of unclaimed Last date for claiming
Type of Date of Due date for
Financial year dividend outstanding as on Un-paid Dividend by
dividend declaration transfer to IEPF
March 31, 2020 ` investors
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| Financial year | Type of dividend |
Date of declaration |
Amount of unclaimed dividend outstanding as on March 31, 2020` |
Last date for claiming Un-paid Dividend by investors |
Due date for transfer to IEPF |
|---|---|---|---|---|---|
| 2012-2013 | Final | 27.09.2013 | 3,83,088.00 | 03.11.2020 | 02.12.2020 |
| 2013-2014 | Final | 25.09.2014 | 2,17,762.60 | 01.11.2021 | 30.11.2021 |
| 2014-2015 | Final | 24.08.2015 | 5,08,202.40 | 30.09.2022 | 29.10.2022 |
| 2015-2016 | Final | 24.08.2016 | 7,35,084.60 | 30.09.2023 | 29.10.2023 |
| 2016-2017 | Final | 24-08-2017 | 5,10,960.00 | 30-09-2024 | 29-10-2024 |
| 2017-2018 | Final | 10-08-2018 | 14,27,508.00 | 16.09.2025 | 15.10.2025 |
| 2018-2019 | Final | 06-09-2019 | 18,18,187.50 | 12.10.2026 | 11.11.2026 |
Dividend Distribution policy
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requires that the top 500 listed companies based on the market capitalization to formulate Dividend Distribution Policy. In compliance of the said requirement, the company has formulated its Dividend Distribution Policy, the details of which are available on the Company’s website at: http://ncclimited.com/Policies. html
10. Other Disclosures
-
(a) During 2019-20 certain transactions were entered into with related parties. The details thereof are given in note number 36 of the Financial Statements.
-
(b) There were no occasions of non-compliance by the Company and no penalties or strictures were imposed on the Company by the Stock Exchanges or the SEBI or any statutory authority, on any matter related to Capital markets, during the last three years.
-
(c) The Company has formulated and adopted formal Whistle Blower Policy/vigil mechanism and the same is hosted on the Company’s Web site and no concerned person has been denied access to the Audit Committee.
-
(d) The Company has complied with all the mandatory requirements of Schedule V of the SEBI (Listing and Disclosure Requirements) Regulations, 2015.
-
(e) Policy on Material Subsidiaries is hosted in our website www.ncclimited.com
-
The following is the web link:
-
http://ncclimited.com/images/PDF/Policies/Policy on Material Subsidiary(s).pdf
-
(f) Policy on Related party transactions is hosted in our website www.ncclimited.com, the following is the link;
-
http://ncclimited.com/images/PDF/Policies/Policy on Related Party Transactions.pdf
During the year, there was no treatment of any transaction different from that as prescribed in the Accounting Standards as required under Section 133 of the Companies Act, 2013.
A report on risk management forms a part of the Management Discussion and Analysis in this Annual Report.
This Annual Report has a detailed section on Management Discussion and Analysis.
The information on appointment/ re-appointment of Directors and their brief profiles forms part of the Notice of the ensuing Annual General Meeting for the information of shareholders.
Secretarial Compliance Report
SEBI vide its Circular No.CIR/CFD/CMD1/27/2019, dated 8th February, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit by a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued there under. The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries under Form MR – 3 and is required to be submitted to Stock Exchanges within 60 days of the end of the financial year (before 30[th] June, 2020). The Company has submitted to the Stock Exchanges the Secretarial Compliance Report for the Financial Year 2019-20 furnished by M/s. BS & Company Company Secretaries LLP, a firm of Practicing Company Secretaries.
NCC LIMITED
48
Certificate from Practicing Company Secretary
Certificate as required under Part C of Schedule V of Listing Regulations furnished by M/s. BS & Company Company Secretaries LLP, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority was placed before the Board of Directors at its meeting held on 29[th] May, 2020.
Recommendations of Committees of the Board
There were no instances during the financial year 2019-20, wherein the Board had not accepted recommendations made by any Committee of the Board
Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons:
The Company has adopted a Code of Conduct to Regulate, Monitor and Report trading by Designated Persons (Insider Trading Code) under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (SEBI Insider Trading Regulations). SEBI notified several amendments to SEBI Insider Trading Regulations pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 which were effective from 1st April, 2019.
In accordance with the said amendments to the SEBI Insider Trading Regulations, the Company has, inter alia , amended/formulated the following:
-
(a) Code of Conduct to Regulate, Monitor and Report trading by Designated Persons.
-
(b) Policy for determination of ‘legitimate purposes’ as a part of ‘Code of Fair Disclosure and Conduct.
-
(c) Policy for inquiry in case of leak of Unpublished Price Sensitive Information (UPSI)
-
(d) Whistle Blower Policy to enable reporting in case of leak of UPSI.
The Audit Committee reviews cases of non-compliances, if any, and makes necessary recommendations w.r.t. action taken against such defaulters. The said non – compliances are promptly intimated to SEBI.
The Code of Conduct to Regulate, Monitor and Report trading by Designated Persons, Code of Fair Disclosure & Conduct and Whistle Blower Policy duly approved by the Board of Directors of the Company have been uploaded on website of the Company.
-
The Company has complied with all the requirements of Corporate Governance Report as set out in paras (2) to (10) above.
-
The Company has complied with the Non-mandatory requirements/Discretionary Requirements as stipulated in Regulation 27 (1) read with Part E of the Schedule II of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as indicated below;
-
(a) The Company’s financial statements are with unmodified audit opinion.
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(b) The Company has appointed separate persons to the post of Chairman and Managing Director.
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(c) The Internal auditors of the Company report directly to the Audit Committee of the Board.
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The Company has complied with all the mandatory clauses of corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of the regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from the date of its applicability.
14. Disclosures with respect to unclaimed suspense account:
The Company has followed the due procedure as provided in the Regulation 39 (4) read with Schedule V & VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in dealing with the unclaimed shares in Public issue/Rights issues. The movement of un-claimed shares in the “NCC Ltd – Unclaimed Suspense Account” during the year as follows:-
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Particulars No of shareholders No. of Equity Shares
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| Particulars | No of shareholders | No. of Equity Shares |
|---|---|---|
| Aggregate Number of Shareholders and outstanding shares lying in the Unclaimed SuspenseAccount as on April 1,2019 |
30 | 25,832 |
| Unclaimed shares Credited to theAccount during the year | 2 | 1167 |
| Number of shareholders approached the Company for transfer of shares from Unclaimed SuspenseAccount during the year |
1 | 500 |
| No.ofShares transferred toIEPF Account | 2 | 515 |
| Aggregate Number of Shareholders and outstanding Shares lying in the Unclaimed SuspenseAccount as on March31,2020 |
29 | 25,984 |
| The voting rights of the above said unclaimed shares lying in Demat Account shall remain frozen till rightful owner of such shares claims the shares. |
Annual Report 2019-20
49
15. Transfer of Shares Unpaid/Unclaimed Amounts and to Investor Education and Protection Fund (IEPF)
In accordance with the provisions of Companies Act, 2013, the Company has transferred 44,911 (Forty Four Thousand Nine Hundred and Eleven only) Equity Shares of ` 2/- each during the Financial Year 2019-20 to the credit of IEPF Authority. As on 31[st] March, 2020, the Company has cumulatively transferred 4,41,153 (Four Lakh Forty One Thousand One Hundred and Fifty Three only) so far for all Financial Years. Equity Shares to the credit of IEPF Authority. The Company is initiating necessary action for transfer of shares in respect of which dividend has not be claimed by the members consecutively since 2012-13.
Pursuant to Rule 6(13) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has credited an amount of ` 5,94,303/- (Rupees Five Lakhs Ninety Four Thousand Three Hundred and Three Only) to the Investor. Education and Protection Fund (IEPF) during the Financial Year 2019-20 towards Dividend paid on the Unclaimed Shares transferred to IEPF Authority.
The Company has uploaded on its website the details of unpaid and unclaimed amounts lying with the Company as on date of last Annual General Meeting (i.e. September 6, 2019) and details of shares transferred to IEPF. The aforesaid details are put on the Company’s website and can be accessed at: http://ncclimited.com/UDI.html
The Company has also uploaded these details on the website of the IEPF Authority (www.iepf.gov.in).
- M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) have been appointed as Statutory Auditors of the Company. The particulars of payments to Statutory Auditors S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004 or any other firm in their group on consolidated basis is given below.
| Accountants (Firm Registration No. 101049W/E300004 or any other firm in their group on consolidated | basis is given below. |
|---|---|
| Description of Service | Amount in(`) |
| Services as StatutoryAuditors(Audit fee) | 1,56,61,000 |
| Certification fee | 10,00,000 |
| Total | 1,66,61,000 |
NCC LIMITED
50
DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT
I hereby confirm that the Company has obtained from all the members of the Board and Senior Management Personnel, affirmation that they have complied with the Code of Conduct for Board Members and Senior Management Personnel in respect of the financial year ended March 31, 2020.
For NCC Limited
Place: Hyderabad Date: May 29, 2020
(Sd/-) A A V Ranga Raju Managing Director DIN No.00019161
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CERTIFICATION
In relation to the Audited Financial Accounts of the Company as at March 31, 2020, we hereby certify that
-
a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:
-
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
-
ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
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b) There are to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or vocative the Company’s Code of Conduct.
-
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
-
d) We have indicated to the auditors and the Audit Committee:
-
i) significant changes in internal control over financial reporting during the year;
-
ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
-
iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.
Place: Hyderabad Date: May 29, 2020
Sd/Sd/R S Raju Associate Director (F&A) (Chief Financial Officer)
A.A.V Ranga Raju (Managing Director) (Chief Executive Officer) (DIN No.00019161)
Annual Report 2019-20
51
CERTIFICATE OF CORPORATE GOVERNANCE
Under Regulation 34(3) read with Schedule V (E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended
To,
The Members of
NCC Limited
Hyderabad
We have examined all the relevant records of NCC Limited (the Company) for the purpose of certifying the compliance of the conditions of Corporate Governance by the Company as stipulated under Regulation 17 to 27, Clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (‘SEBI Listing Regulations’) for the period commencing from 1[st] April, 2019 and ended on 31[st ] March, 2020 . We have obtained all the information and explanations which are to the best of our knowledge and belief were necessary for the purpose of certification.
The compliance of the conditions of Corporate Governance is the responsibility of the Management of the Company. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the Financial Year ended on 31[st] March, 2020.
This Certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.
For BS & Company Company Secretaries LLP
Date: May 27, 2020 Place: Hyderabad
Sd/Dafthardar Soumya Designated Partner ACS No. 29312 C P No.: 13199 UDIN: A029312B000290320
NCC LIMITED
52
BUSINESS RESPONSIBILITY REPORT
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
-
Corporate Identity Number (CIN) of the Company: L72200TG1990PLC011146
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Name of the Company: NCC Limited
-
Registered address: NCC House, Madhapur, Hyderabad – 500081. Telangana
-
Website: www.ncclimited.com
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E-mail id: [email protected]
-
Financial Year reported: 2019-20
-
Sector(s) that the Company is engaged in (industrial activity code-wise): Construction, Engineering and Infrastructure Development activities.
-
List three key services that the Company manufactures/provides (as in balance sheet):
-
Construction, Engineering and Infrastructure Development activities.
-
Total number of locations where business activity is undertaken by the Company:
-
(a) Number of National Locations: The Company executes construction projects in most of the States and Union Territories in India
-
(b) Number of International Locations: Two (Sultanate of Oman and Sri Lanka)
-
Markets Served by the Company: Local, State, National and International
SECTION B: FINANCIAL DETAILS OF THE COMPANY FY 2019-20
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Paid up capital : ` 121.97 crores
-
Total Income : ` 8370.07 crores
-
Total profit after taxes : ` 382.04 crores
-
Total spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%) : As stipulated under section 135 of the Companies Act, 2013, 2% of the average net profits of the last three years
10.02 Crores, out of this Company spent8.38 Crores on CSR activities. The shortfall in the expenditure was mainly on account of inability of the Company to proceed with the activities in the on going projects for which the Board and the CSR Committee had accorded approval due to COVID-19. -
List of activities in which the Corporate Social Responsibility (CSR) expenditure has been incurred:
-
a) Construction of Housing and provision of Public amenities for the rural poor.
-
b) Contribution to eligible charitable institutions
-
c) Promoting Education
-
d) Measures for relief and rehabilitation of COVID–19 affected people and for COVID-19 containment measures
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e) Health
SECTION C: OTHER DETAILS
| 1 | Does the Company have Subsidiary Companies | Yes, as on 31stMarch 2020, the Company has 37 SubsidiaryCompanies includingstepdown Subsidiaries |
|---|---|---|
| 2 | Do the Subsidiary Companies participate in the BR initiatives of the parent Company |
Through their own BR initiatives |
| 3 | Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business withparticipate in the BR initiatives of the Company.ifyes,then indicate the 30%,30%-60%,more than 30%) |
No |
Annual Report 2019-20
53
SECTION D: BR INFORMATION
Details of Director/Directors responsible for BR
- (a) Details of Director/Directors responsible for implementation of BR policy /policies
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| Sl.No | Particulars | Details |
|---|---|---|
| 1 | DIN Number | 00019100 |
| 2 | Name | Sri A G K Raju |
| 3 | Designation | Executive Director |
- (b) Details of BR Head
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| Sl.No | Particulars | Details |
|---|---|---|
| 1 | DIN Number(if Applicable) | 00019100 |
| 2 | Name | Sri A G K Raju |
| 3 | Designation | Executive Director |
| 4 | Phone Number | 040-23268888 |
| 5 | e-mail id | [email protected] |
2. Principle-wise (as per NVGs)
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
Principle 3: Businesses should promote the well-being of all employees.
Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised.
Principle 5 : Businesses should respect and promote human rights.
Principle 6 : Business should respect, protect and make efforts to restore the environment.
Principle 7: Business when engaged in influencing public and regulatory policy, should do so in a responsible manner.
Principle 8: Businesses should support inclusive growth and equitable development.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner.
(a) Details of compliances (Reply in Y/N)
| S.No | Questions | P1 | P2 | P3 | P4 | P5 | P6 | P7 | P8 | P9 |
|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Doyou havepolicyorpolicies for | Y | Y | Y | Y | Y | Y | Y | Y | Y |
| 2 | Has the policy been formulated in consultation with stake holders? |
Policies formulated after internal consultation covering all functional areas | ||||||||
| 3 | Does the policy conform to any national or international standards? |
The Policies conform to statutory provisions | ||||||||
| 4 | Has the policy been approved by the Board? Has it been signed by MD / Owner / CEO / Appropriate Board Director |
Yes, The policies were approved by the Board of Directors and the Managing Director and the Executive Director have been authorised to take necessary steps for complyingwith the BRR requirements |
||||||||
| 5 | Does the Company have a specified committee of the Board of Directors / Official(s) to oversee the implementation of thepolicy? |
Yes. Executive Director | ||||||||
| 6 | Indicate the link for the policy to be viewed online |
Policies hosted on the Company’s website http://ncclimited.com/images/PDF/ Policies and/or on Company’s intra net |
NCC LIMITED
54
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| S.No | Questions | P1 | P2 | P3 | P4 | P5 | P6 | P7 | P8 | P9 |
|---|---|---|---|---|---|---|---|---|---|---|
| 7 | Has the policy been communicated to all relevant internal and external stakeholders? |
Yes. Communicated to all internal stakeholders | ||||||||
| 8 | Does the Company have in house structure to implement thepolicyorpolicies? |
Yes. | ||||||||
| 9 | Does the Company have a grievance redressal mechanism related to the policy /policies to address the stake holders’ grievances related to thepolicy / policies? |
Yes | ||||||||
| 10 | Has the Company carried out independent audit/evaluation of the working of this policybyinternal or external agency? |
Yes. Internal evaluation |
(b) If answer to the question at serial number 1 against any principle , is ‘NO’ , please explain why ( Tick up to 2 options): Not Applicable
3. Governance related BR
| a | Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company |
Annually |
|---|---|---|
| b | Does the Company publish a BR or a Sustainability Report ? | Yes, the Company publishes BR Report as part of the Annual Report and also hosts the same on the Company’s website. |
| Web link for viewingthe BR Report | http://ncclimited.com/images/PDF/Policies | |
| How frequentlyit ispublished? | Annually |
E: PRINCIPLE-WISE PERFORMANCE
| Principle 1: Businesses should conduct andgovern themselves with Ethics, Transparency and Accountability | Principle 1: Businesses should conduct andgovern themselves with Ethics, Transparency and Accountability | Principle 1: Businesses should conduct andgovern themselves with Ethics, Transparency and Accountability |
|---|---|---|
| 1 | Coverage of policy relating to ethics, bribery and corruption (e.g. Joint Ventures,Suppliers,Contractors,NGOs etc.). |
The policy is basically applicable to the Company. ThegroupCompanies have adopted similarpolicies |
| 2 | How many stake holder complaints have been received in the Financial Year 2019-20? |
Nil |
| Principle 1: Businesses should conduct andgovern themselves with Ethics, Transparency and Accountability | Principle 1: Businesses should conduct andgovern themselves with Ethics, Transparency and Accountability | Principle 1: Businesses should conduct andgovern themselves with Ethics, Transparency and Accountability |
|---|---|---|
| 1 | Coverage of policy relating to ethics, bribery and corruption (e.g. Joint Ventures,Suppliers,Contractors,NGOs etc.). |
The policy is basically applicable to the Company. ThegroupCompanies have adopted similarpolicies |
| 2 | How many stake holder complaints have been received in the Financial Year 2019-20? |
Nil |
| Principle 2:Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle |
Principle 2:Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle |
Principle 2:Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle |
|---|---|---|
| 1 | List three products or services whose design has incorporated social or environmental concerns, risks and/or opportunities. |
a. Construction, b. Engineering and c. Infrastructure Development activities. |
| 2 | For each such product, provide the following details in respect of resource use (energy, water, raw material etc) |
The Company is not engaged in the business of manufacturing goods and consumer products. The company however takes necessary steps to ensure efficient use of the raw materials and goods required for execution of the projects includingin relation to energy, water, raw material etc. |
| 3 | Does the company have procedures in place for sustainable sourcing ? |
Yes |
| 4 | Has the Company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? |
Yes. During the execution of the projects awarded to the Company, the Company to the extent possible / permitted under the contracts awarded procures raw materials including bricks, aggregates, sand etc from local & small producers. The company also utilises the services of locals to the extent possible/ permitted under the contracts awarded to it |
| 5 | Does the Company have a mechanism to recycle products and waste? |
Recycling the product is not applicable as the company is not engaged in manufacturing activities. Hazardous wastes are disposed off as per the statutory provisions |
Annual Report 2019-20
55
| Principle 3: Businesses shouldpromote the well-being of all employees | Principle 3: Businesses shouldpromote the well-being of all employees | Principle 3: Businesses shouldpromote the well-being of all employees |
|---|---|---|
| 1 | Total number of permanent employees as on 31.03.2020 |
5114 |
| 2 | No. Of employees hired on contractual basis |
Depending upon the requirements of each of the projects awarded to the Company, the Company engages employees on contractual basis |
| 3 | Number of permanent women employees |
67 |
| 4 | Number of permanent employees with disabilities |
5 |
| 5 | Employee associations | Nil |
| 6 | Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financialyear |
Nil |
| 7 | Brief details of Training programs held during the F.Y 2019-20 for the employees including with regard to Safety, Skill Development / Up- gradation Programs. Programs held for exclusively for the women employees: |
Learning & Development During the financial year 2019-2020 total 54 Training Programs were organized at various Sites, RO’s, HO and external venues. Total employees covered under various training programmes / conferences / on the job training / departmental training were 1288. A total of 29 employees were sponsored to attend the training programs conducted at external venues by professional institutions. In total 963 mandays was achieved during the period on the various training aspects like Personal & Organizational Effectiveness (POE), Technical Competency Enhancement (TCE), Functional Competency Enhancement (FCE), Environment, Health & Safety Awareness (EHS) and other topics too. ISO During the period 1stApril 2019 to 31stMarch, 2020, 11 ISO awareness programs were organized for the employees at Corporate Office and sites. 8 internal and 20 External IMS audits were conducted during the year to fulfil the audit requirements. Safety Awareness Programs Five safety awareness programs like Fire safety training, lift awareness during emergency and safety mock drill were conducted at corporate office as well as at sites. Emergency Response Team (ERT) members of NCC actively participated in the safety awareness programs. Employees were encouraged to practically operate the fire extinguishers to put off the artificially created fire to have an on hand experience in case of fire emergencies. Health Awareness Programs During the year 2019-20 the company has also conducted various health awareness programmes like Cardio camp, Dental camp, ENT & Dermatology camp and Homeopathy health camp by the Doctors from reputed Hospitals for the overall wellbeing of the employees. Employee Engagements NCC Limited has always focused on various employee engagement initiatives for the well being of employees and their family members. Long Service Appreciation Rewards Rewarding long-service recognises an individual and their contribution to the business, loyalty, commitment and it demonstrates that our organisation is one that values people who are committed and add value to the business. During the year 2019-20 we have felicitated 3 employees who have completed 30 years in the company. During the year we have felicitated 316 employees who have completed 10 to 25 years of service. Ethnic Wear Competition In order to celebrate the festival of lights - Diwali, we have organised ethnic wear competition at HO which was a huge success because of the enthusiastic participation from many employees who brought lot of creativity and festive spirit in their traditional attire. International Day of Yoga Was celebrated at HO in order to bring awareness of the various health benefits of yoga. Corporate Sport Expert Hunt Sports quiz was conducted by India Ahead News Channel and was telecasted on their channel. Ongoing Employee Initiatives The ongoing employee initiatives at HO for employee wellbeing are Staff cafeteria at subsidized rates, in house ATM, in-house Gym, in house recreation room, recreation room for utility staff, in-house medical clinic & Doctor and meal cards etc. Covid-19 Awareness Program In view of novel corona virus, we have regularly conducted awareness programmes, safety tips and preventive measures for all the employees at Corporate Office,Regional Offices and Project sites. |
NCC LIMITED
56
| Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised |
Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised |
Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised |
Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised |
Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised |
|---|---|---|---|---|
| 1 | Has the CompanyMappeditsinternaland externalstakeholders? | Yes | ||
| 2 | Out of the above, has the Company identified the disadvantaged, vulnerable and marginalised stakeholders? |
For the internal Stakeholders | ||
| 3 | Are there any special initiatives taken by the Company to engage with disadvantaged, vulnerable andmarginalised stakeholders? |
As applicable | ||
| Principle 5: Businesses should respect and promote human rights | ||||
| 1 | Does the Company’s policy on human rights cover only the Company or extend to the Group /JointVentures / Suppliers / Contractors/NGOs/Others? |
The policy is basically applicable to the company. Sameis extended to the group companies |
||
| 2 | How many Stakeholders complaints have been received in the Financial Year 2019-20? |
Nil | ||
| 3 | Percentage of satisfactory resolution of Stake Holders complaints? | Not Applicable as the Company has not received any complaints |
||
| Principle 6: Business should respect, protect and make efforts to restore the environment | ||||
1 |
Does the policy related to Principle 6 cover only the company or extends to the Group / Joint Ventures / Suppliers / Contractors / NGOs / others? |
The policy is basically applicable to the Company. The group companies have adopted similar policies |
||
| 2 | Does the company have strategies / initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc. |
Yes. The company addresses issues such as climate change, global warming through conservation of natural resources. To protect the environment hazardous wastes are disposed off as per the statutory provisions |
||
| 3 | Does the company identify and assess potential environmental risks? |
The company addresses the issues through the Environment, Health and Safety (EHS) Policy and also holds the ISO certification in respect of Environment, Health and Management System |
||
| 4 | Does the company have any project related to Clean Development Mechanism? If Yes, whether any environmental compliance report is filed? |
Wherever the projects awarded to the company permit adoption of Clean Development Mechanism, the company strictly adheres to the same. |
||
| 5 | Has the company undertaken any other initiatives on-clean technology, energy efficiency, renewable energy, etc. If yes, please give hyperlink for web page etc. |
As part of the project execution the Company has undertaken initiatives relating to clean technology, energy efficiency, renewable energy, etc. |
||
| 6 | Are the Emissions / Waste generated by the company within the permissible limits given by CPCB / SPCB for the financial year being reported? |
Yes. Complied to the extent applicable |
||
| 7 | Number of show cause / legal notices received from CPCB / SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. |
Nil |
| Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a responsible manner | Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a responsible manner | Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a responsible manner |
|---|---|---|
| 1 | Is the Company a member of any trade and chamber or association and If Yes, name of major ones that the Company deals with |
Yes 1. Construction Federation of India 2. Builders Association of India 3. Construction Industry Development Council (CIDC) 4. Confederation of Indian Industry 5. Water Supply Contractors Association 6. National Highway Builders Federation 7. National Safety Council of India 8. The Federation of Telangana Chambers of Commerce and Industry 9. BRICS Chamber of Commerce & Industry |
| 2 | Has the Company advocated/lobbied through the above associations for the advancement or improvement of the public good? Ifyes specifythe broad areas |
Whenever Policy guidelines are issued, the company has been providing its suggestions to the Government and the above Trade / Chamber Associations. Company officials have also attended seminars / workshops organized by the apex organizations for facilitatingviews on thepolicies. |
Annual Report 2019-20
57
| Principle 8: Businesses should support inclusivegrowth and equitable development | Principle 8: Businesses should support inclusivegrowth and equitable development | Principle 8: Businesses should support inclusivegrowth and equitable development |
|---|---|---|
| 1 | Has the Company carried on programmes / initiatives / projects in support of inclusive growth and equitable development? |
Yes. The Company has adopted the CSR policy pursuant to Section 135/Schedule VII of the Companies Act, 2013. The details of the CSR projects under taken by the Company is provided in the Annexure III to the Directors’ Report |
| 2 | Are the programmes/projects undertaken through in-house team / Own foundation / External NGO / Government structures or anyother organisations? |
In house teams and External Agencies viz., charitable organisations. |
| 3 | Haveyou done anyimpact assessment ofyour initiatives | Informal assessment |
| 4 | What is the Company’s Direct contribution to the community developmentprojects? |
`8.38 crores |
| 5 | Has the Company taken any steps to ensure that that the above initiatives are successfullyadopted bythe community? |
Yes |
| Principle 9: Businesses should engage with andprovide value to their customers and consumers in a responsible manner | Principle 9: Businesses should engage with andprovide value to their customers and consumers in a responsible manner | Principle 9: Businesses should engage with andprovide value to their customers and consumers in a responsible manner |
|---|---|---|
| 1 | Whatpercentage of customer complaints/consumer cases arependingas on the end of financialyear. | Nil |
| 2 | Does the company display product information on the product label, over and above what is mandated asper local laws? |
Not Applicable |
| 3 | Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financialyear? |
No |
| 4 | Didyour companycarryout anyconsumer survey/consumer satisfaction trends? | Not Applicable |
NCC LIMITED
58
INDEPENDENT AUDITOR’S REPORT
To the Members of NCC Limited
Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying standalone Ind AS financial statements of NCC Limited (“the Company”), which includes 5 branches and 31 joint operations comprising the Balance sheet as at March 31, 2020, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone Ind AS financial statements”) .
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of the branch auditors and other auditors on the separate financial statements and other financial information of the branches and joint operations referred to in the Other Matter paragraph below, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we and other auditors, referred to in the Other Matter paragraph below, have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Emphasis of Matter
We draw attention to note 49 of the standalone Ind AS Fnancial statements, which describes the uncertainties and possible effects of Covid-19 on the operations of the Company. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2020. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements’ section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.
Annual Report 2019-20
59
Key audit matters
How our audit addressed the key audit matters
Trade receivables and contract assets
Our audit procedures amongst others included the following:
Trade receivables and contract assets amounting to 2,618.00 crores and 4,477.43 crores respectively, represents approximately 55.56% of the total assets of the Company as at • March 31, 2020.
We understood and tested on a sample basis the design and operating effectiveness of management controls over the recognition and the recoverability of the trade receivables and contract assets.
In assessing the recoverability of the aforesaid balances and determination of allowance for expected credit loss, management’s judgement involves consideration of aging status, historical payment records, evaluation of litigations, the likelihood of collection based on the terms of the contract and the credit information of its customers including the possible effect from the pandemic relating to COVID-19.
• We performed test of details and tested relevant contracts, documents and subsequent settlements for material trade receivable balances and amounts included in contract assets that are due on performance of future obligations.
We tested the aging of trade receivables at year end.
Management estimation is required in the measurement of work completed during the period for recognition of unbilled revenue.
-
We performed test of details and tested relevant contracts and documents with specific focus on measurement of work completed during the period for material unbilled revenue balances included in contract asset.
We considered this as key audit matter due to the materiality of the amounts and significant estimates and judgements as stated above.
-
We used the work of internal auditors, who under our supervision were present at the project site to observe inventory count performed by the management including physical inspection of work done in respect of unbilled revenue. We evaluated the competence, capabilities and objectivity of the aforesaid internal auditors.
-
We performed additional procedures, in respect of material over-due trade receivables and long outstanding contract assets, i.e. tested historical payment records, correspondence with customers and legal advice obtained by the management on litigations from legal experts.
-
We evaluated the competence, capabilities and objectivity of the aforesaid legal experts
-
We performed additional procedures in respect of balances disclosed in note 48, which include review of communications to/ from customer, physical inspection of work done in respect of unbilled revenue, verification of last bills certified, etc.
-
We assessed the allowance for expected credit loss made by management including the possible effect from the pandemic relating to COVID-19.
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60
Key audit matters
How our audit addressed the key audit matters
Carrying value of investment made in a subsidiary
Our audit procedures amongst others included the following:
The Company’s carrying value of investment in NCC Infrastructure Our audit procedures amongst others included the following: Holdings Limited (‘NCCIHL’) as at March 31, 2020 is 387.98 • We obtained and read management’s assessment of the crores which is higher by 132.73 crores as compared to the recoverable amount of the investment. Company’s share of net worth in NCCIHL as per its audited financial statements. (refer note 4.3) • We traced the net worth of NCCIHL to the audited financial statements of NCCIHL as at and for the year ended March 31, Management’s assessment of the recoverable amount of the 2020, audited by another firm of chartered accountants.
Management’s assessment of the recoverable amount of the investment in the above subsidiary has been identified as a key audit matter due to the significance of the carrying value of • the investment and that it requires the management to make significant estimate of future cash flows from the claims filed/won by NCCIHL but not accounted for, by taking into consideration the management’s internal assessment and legal advice on the tenability of the claims. •
We obtained a summary of the claims filed by NCCIHL but not accounted for. We read and assessed the legal advice obtained by the Company from expert in respect of the tenability of the above claims.
We obtained and read the arbitration order received in favor of NCCIHL.
We evaluated the competence, capabilities and objectivity of the aforesaid expert.
• •
We assessed the allowance for impairment made by management.
Indirect tax litigations
Our audit procedures amongst others included the following:
The Company is subject to assessments by tax authorities on various indirect tax matters resulting into litigations/disputes (refer note 35(i)(a) to the standalone Ind AS financial statements).
Obtained list of indirect tax litigations as at March 31, 2020 from management.
•
The tax matters involve material amounts which are at various stages and the proceedings take significant time to resolve. •
Discussed the matters with the management to understand the possible outcome of these disputes.
Management exercises significant judgement in assessing the financial impact of tax matters due to the complexity of the cases • and involvement of various tax authorities. Accordingly, we have identified this as a key audit matter. •
Involved our experts to review the management’s assessment of the possible outcome of the disputes relating to indirect tax litigations.
Assessed management’s assumptions and estimates in respect of contingent liability disclosure in note 35(i)(a) to the accompanying standalone Ind AS financial statements.
We have determined that there are no other key audit matters to communicate in our report.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone Ind AS financial statements and our auditor’s report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of
Annual Report 2019-20
61
the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone Ind AS financial statements in place and the operating effectiveness of such controls.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2020 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
We did not audit the financial statements and other financial information of 4 branches and 11 joint operations included in the accompanying standalone Ind AS financial statements of the Company whose financial statements and other financial information reflect total assets of 223.68 crores as at March 31, 2020, and the total revenues of 338.94 crores and net cash inflows of ` 4.03 crores for the year ended on that date. These financial statements/information of these branches and joint operations have been audited by the branch auditors and other auditors respectively, whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches and joint operations , is based solely on the report of such branch auditors and other auditors respectively.
Of these, 1 branch is located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their
NCC LIMITED
62
respective country and which has been audited by branch auditors under generally accepted auditing standards applicable in their respective country. The Company’s management has converted the financial statement of such branch located outside India from accounting principles generally accepted in their respective country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company’s management. Our opinion in so far as it relates to the balances and affairs of such branch located outside India is based on the report of branch auditors and the conversion adjustments prepared by the management of the Company and audited by us.
Our opinion on the standalone Ind AS financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
-
As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.
-
As required by Section 143(3) of the Act, we report that:
-
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
-
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;
-
(c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report;
-
(d) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us;
-
(e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
-
(f) On the basis of the written representations received from the directors as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from being appointed as a director in terms of Section 164 (2) of the Act;
-
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these [standalone] Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
-
(h) In our opinion, the managerial remuneration for the year ended March 31, 2020 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;
-
(i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
-
(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer Note 35(i) and 42 to the standalone Ind AS financial statements;
-
(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; and
-
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Navneet Rai Kabra
Partner
Membership Number: 102328 UDIN: 20102328AAAABF9383
Place of Signature: Hyderabad Date: May 29, 2020
Annual Report 2019-20
63
ANNEXURE 1, REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE
Re: NCC Limited (‘The Company’)
-
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
-
(b) A major portion of fixed assets have been physically verified by the management in accordance with the programme of verification, which, in our opinion, provides for physical verification of all fixed assets at reasonable interval having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, the discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.
-
(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment/ fixed assets are held in the name of the Company.
-
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
-
(iii) (a) The Company has granted loans to companies covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the Company's interest.
-
(b) The schedule of repayment of principal and payment of interest has been stipulated for the loans granted and the repayment/receipts are regular.
-
(c) There are no amounts of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.
-
(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.
-
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
-
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the construction services, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
-
(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other material statutory dues applicable to it.
- (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
-
(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, custom duty, excise duty, Goods and Service tax, value added tax and cess on account of any dispute, are as follows:
( ` in crores)
| Statute | Nature of the dues |
Forum where dispute is pending | Period to which the amount relates |
Amount involved |
Amount paid under protest |
|---|---|---|---|---|---|
| Sales tax and VAT Law |
CST | Appellate Authority, Bhopal | 2011-12 to 2014-15 |
0.70 | 0.48 |
| CST | Commissioner of Commercial Taxes,Ranchi,Jharkhand | 2014-15 | 0.31 | - | |
| CST | Sales Tax Tribunal,Mumbai | 2010-14 | 10.88 | 0.48 | |
| VAT | Additional Commissioner,Andhra Pradesh | 2012-13 | 12.64 | 8.38 |
NCC LIMITED
64
( ` in crores)
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Period to which
Nature of the Amount Amount paid
Statute Forum where dispute is pending the amount
dues involved under protest
relates
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| Statute | Nature of the dues |
Forum where dispute is pending | Period to which the amount relates |
Amount involved |
Amount paid under protest |
|---|---|---|---|---|---|
| Sales tax and VAT Law |
VAT | Additional Commissioner, Grade-2 (Appeals), Commercial Tax, Range-5 Lucknow |
2006-07 | 1.55 | 0.16 |
| VAT | Additional Commissioner(CT), West Bengal | 2010-11 | 20.32 | - | |
| VAT | Commissioner of Sales Tax, New Delhi | 2009-11 & 2012-14 |
13.00 | 4.74 | |
| VAT | Appellate DeputyCommissioner, Kerala | 2008-09 | 0.31 | 0.05 | |
| VAT | Additional Commissioner, West Bengal | 2014-15 | 2.77 | 2.93 | |
| VAT | Commissioner of Sales Tax, Kerala | 2012-14 | 2.13 | - | |
| VAT | Commissioner of Commercial Taxes, Ranchi, Jharkhand | 2010-16 | 12.16 | 1.13 | |
| VAT | High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh |
2005-06 | 1.45 | - | |
| VAT | Hon'ble High Court of Orissa | 2007-12 | 10.00 | 3.38 | |
| VAT | Hon'ble High Court of Tamil Nadu | 2006-07 | 0.44 | - | |
| VAT | Sales Tax Appellate Tribunal, Andhra Pradesh | 2005-09 | 16.15 | 13.86 | |
VAT |
Sales Tax Tribunal, Mumbai | 2010-15 | 39.30 | 7.30 | |
| VAT | Sr. Joint Commissioner (Appeals), West Bengal | 2008-10 & 2012-13 |
31.93 | 0.94 | |
| VAT | Sr. Joint Commissioner, Commercial Tax, West Bengal | 2013-14 | 8.42 | 6.15 | |
| VAT | Appellate DeputyCommissioner, Hyderabad | 2007-10 | 28.07 | 28.07 | |
| VAT | Sales Tax Appellate Joint Commissioner, Andhra Pradesh | 2010-12 | 14.96 | 14.96 | |
| VAT | Joint Commissioner, Lucknow | 2011-17 | 45.55 | 30.71 | |
| VAT | Sales Tax Tribunal, Lucknow | 2010-11 | 1.88 | 1.88 | |
| VAT | Joint Commissioner, West Bengal | 2015-2017 | 8.70 | 6.78 | |
| VAT | DeputyCommissioner of Sales Tax, Bhubaneswar | Oct'15 to Mar'18 | 12.38 | 2.59 | |
| Entry Tax | High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh |
2012-13 | 0.99 | 0.50 | |
| EntryTax | Hon'ble High Court of Orissa | 2007-12 | 0.74 | - | |
| Sales Tax | High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh |
1994-95 | 0.44 | 0.27 | |
| Sales Tax | Sales Tax Appellate Tribunal, Andhra Pradesh | 2000-01 | 0.69 | 0.10 | |
| Central Excise Act 1944 |
Excise Duty | CESTAT, Bangalore | 2007-08 | 0.46 | 0.10 |
| Finance Act 1994 |
Service Tax | CESTAT, Bangalore | 2005-12 | 75.03 | 0.80 |
| Service Tax | CESTAT, Hyderabad | 2010-15 | 7.87 | 0.48 | |
| Service Tax | Commissioner(Appeals), Service Tax | 2005-08 | 0.39 | 0.10 | |
| Service Tax | High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh |
2007 -09 | 13.02 | - |
Annual Report 2019-20
65
-
(viii) In our opinion and according to information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution and banks. The Company did not have any outstanding dues to government or debenture holders.
-
(ix) In our opinion and according to the information and explanations given by the management, the Company has not raised the monies by way of further public offer (including debt instruments). In our opinion and according to the information and explanations given by the management, the Company has utilised the monies raised by way of term loans for the purposes for which they were raised.
-
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
-
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
-
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
-
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act,
-
2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
-
(xiv) According to the information and explanations given by the management, the Company has complied with provisions of section 42 of the Companies Act, 2013 in respect of Private Placement of shares during the year. According to the information and explanations given by the management, we report that the amounts raised, have been used for the purposes for which the funds were raised.
-
(xv) According to the information and explanations given by the management, the Company has not entered into any noncash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
-
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
For S.R.BATLIBOI & ASSOCIATES LLP
Chartered Accountants
ICAI Firm registration number : 101049W/E300004
per Navneet Rai Kabra
Partner
Membership No.102328 UDIN: 20102328AAAABF9383
Place: Hyderabad Date: May 29, 2020
NCC LIMITED
66
ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF NCC LIMTED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of NCC Limited (“the Company”) as of March 31, 2020 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with reference to these standalone Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these standalone Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements.
Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Standalone Ind AS Financial Statements
A company’s internal financial control over financial reporting with reference to these standalone Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting with reference to these standalone Ind AS financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the Standalone Ind AS financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Standalone Ind AS Financial Statements
Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting with reference to these standalone Ind AS financial statements and such internal financial controls over financial reporting with reference to these standalone Ind AS financial statements were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Navneet Rai Kabra
Partner
Membership Number: 102328 UDIN: 20102328AAAABF9383
Place of Signature: Hyderabad Date: May 29, 2020
Annual Report 2019-20
67
BALANCE SHEET AS AT MARCH 31, 2020
| BALANCE SHEET AS AT MARCH 31, 2020 | BALANCE SHEET AS AT MARCH 31, 2020 | ||||
|---|---|---|---|---|---|
| (`in crores) | |||||
| Note | AS AT MARCH 31, 2020 |
AS AT MARCH 31, 2019 |
|||
| ASSETS | |||||
| Non Current Assets | |||||
| Property, Plant and Equipment | 3 | 1,047.47 | 1,108.60 | ||
| Capital Work in Progress | 3 | 14.83 | 13.16 | ||
| Investment Property | 3.1 | 143.22 | 131.98 | ||
| Investment Property under Construction | 3.1 | 68.10 | 68.10 | ||
| Other Intangible Assets | 3.2 | 0.80 | 1.07 | ||
| Financial Assets | |||||
| Investments in Associates | 4.1 | 10.54 | 10.54 | ||
| Other Investments | 4.1 | 878.16 | 908.73 | ||
| Loans | 5 | 364.48 | 321.05 | ||
| Trade Receivables | 6 | 209.74 | 104.59 | ||
| Other Financial Assets | 7 | 124.14 | 158.15 | ||
| Deferred Tax Assets (Net) | 8 | 205.50 | 172.64 | ||
| Non Current Tax Assets (Net) | 14 | 30.40 | 36.10 | ||
| Other Non Current Assets | 15 | 235.08 | 224.86 | ||
| Total Non - Current Assets | 3,332.46 | 3,259.57 | |||
| Current Assets | |||||
| Inventories | 9 | 514.83 | 512.94 | ||
| Financial Assets | |||||
| Trade Receivables | 10 | 2,408.26 | 3,049.57 | ||
| Cash and Cash Equivalents | 11.1 | 85.34 | 196.05 | ||
| Bank balances other than above | 11.2 | 231.53 | 102.91 | ||
| Loans | 12 | 230.18 | 175.48 | ||
| Other Financial Assets | 13 | 114.28 | 175.96 | ||
| Current Tax Assets (Net) | 14.1 | 103.77 | 52.94 | ||
| Other Current Assets | 15.1 | 5,749.73 | 5,596.53 | ||
| Total Current Assets | 9,437.92 | 9,862.38 | |||
| Assets classified as held for sale | - | 36.65 | |||
| Total Assets | 12,770.38 | 13,158.60 |
NCC LIMITED
68
BALANCE SHEET AS AT MARCH 31, 2020 (contd.)
|||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|---|
||Note|AS AT
MARCH 31, 2020||AS AT
MARCH 31, 2019||
|EQUITY AND LIABILITIES||||||
|Equity||||||
|EquityShare Capital|16|121.97||120.13||
|Other Equity|17|4,983.66||4,636.65||
|Total Equity|||5,105.63||4,756.78|
|Liabilities||||||
|Non Current Liabilities||||||
|Financial Liabilities||||||
|Borrowings|18|173.67||319.97||
|Trade Payables|19|46.62||107.93||
|Provisions|20|37.41||21.79||
|Total Non Current Liabilities|||257.70||449.69|
|Current Liabilities||||||
|Financial Liabilities||||||
|Borrowings|21|1,477.86||1,416.31||
|Trade Payables|22|||||
|Total outstanding dues of micro and small
enterprises||30.79||13.02||
|Total outstanding dues of creditors other than
micro and small enterprises||3,905.63||4,371.37||
|Other Financial Liabilities|23|336.62||289.86||
|Provisions|24|48.27||39.89||
|Current Tax Liabilities(Net)|25|62.23||62.88||
|Other Current Liabilities|26|1,545.65||1,758.80||
|Total Current Liabilities|||7,407.05||7,952.13|
|Total Equity and Liabilities|||12,770.38||13,158.60|
The accompanying notes are an integral part of the financial statements
In terms of our report attached
For S.R. BATLIBOI & ASSOCIATES LLP
For and on behalf of the Board
ICAI Firm Registration No. 101049W/E300004 CHARTERED ACCOUNTANTS
per NAVNEET RAI KABRA
Partner Membership No. 102328
R.S. RAJU
Associate Director (F&A) / CFO
A.A.V. RANGA RAJU
Managing Director / CEO (DIN No: 00019161)
M.V. SRINIVASA MURTHY
Company Secy. & E.V.P (Legal)
A.G.K. RAJU
Executive Director (DIN No: 00019100)
Hyderabad, May 29, 2020
Annual Report 2019-20
69
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2020
| STATEMENT OF PROFIT AND L | STATEMENT OF PROFIT AND L | SS FOR THE YEAR ENDED MARCH 31, 2020 | SS FOR THE YEAR ENDED MARCH 31, 2020 | SS FOR THE YEAR ENDED MARCH 31, 2020 | SS FOR THE YEAR ENDED MARCH 31, 2020 |
|---|---|---|---|---|---|
| (`in crores) | |||||
| Note | YEAR ENDED MARCH 31, 2020 |
YEAR ENDED MARCH 31,2019 |
|||
| INCOME | |||||
| Revenue from Operations | 27 | 8,218.80 | 12,079.76 | ||
| Other Income | 28 | 151.27 | 118.25 | ||
| Total Income | 8,370.07 | 12,198.01 | |||
| EXPENSES | |||||
| Cost of Materials Consumed | 29 | 2,944.69 | 4,763.59 | ||
| Construction Expenses | 30 | 928.81 | 921.31 | ||
| Sub-Contractors Work Bills | 2,621.36 | 4,245.59 | |||
| Employee Benefits Expense | 31 | 435.23 | 439.32 | ||
| Finance Costs | 32 | 517.87 | 451.26 | ||
| Depreciation and amortisation expenses(Refer note 3,3.1 and 3.2) | 177.52 | 149.37 | |||
| Other Expenses | 33 | 258.56 | 286.95 | ||
| Total Expenses | 7,884.04 | 11,257.39 | |||
| Profit Before Exceptional Items and Tax | 486.03 | 940.62 | |||
| Exceptional Items(Net) | 41 | (32.67) | (58.93) | ||
| Profit Before Tax | 453.36 | 881.69 | |||
| Tax Expense | 34 | ||||
| Current Tax | 100.05 | 308.73 | |||
| Deferred Tax | (28.73) | 9.05 | |||
| 71.32 | 317.78 | ||||
| Profit for theyear | 382.04 | 563.91 | |||
| Other comprehensive income/ (loss) | |||||
| Items that will not be reclassified toprofit or loss | |||||
| Remeasurementgains/ (losses)of the defined benefitplans | (11.84) | (7.76) | |||
| Income tax effect on the above | 4.13 | 2.72 | |||
| Items that may be reclassified toprofit or loss | |||||
| Exchange differences in translating the financial statements of foreign operations |
0.78 | 0.73 | |||
| Other comprehensive income/ (loss) for theyear(net of taxes) | (6.93) | (4.31) | |||
| Total comprehensive income for theyear | 375.11 | 559.60 | |||
| Earnings per share of face value of`2 each. | |||||
| Basic and Diluted -` | 38 | 6.34 | 9.39 |
The accompanying notes are an integral part of the financial statements
In terms of our report attached
For S.R. BATLIBOI & ASSOCIATES LLP
For and on behalf of the Board
ICAI Firm Registration No. 101049W/E300004 CHARTERED ACCOUNTANTS
per NAVNEET RAI KABRA Partner Membership No. 102328
R.S. RAJU
Associate Director (F&A) / CFO
A.A.V. RANGA RAJU
Managing Director / CEO (DIN No: 00019161)
M.V. SRINIVASA MURTHY Company Secy. & E.V.P (Legal)
A.G.K. RAJU Executive Director (DIN No: 00019100)
Hyderabad, May 29, 2020
NCC LIMITED
70
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2020
A. Equity share capital
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----- Start of picture text -----
Number of shares Amount ( ` in crores)
Balance as at April 01, 2018 600,646,588 120.13
----- End of picture text -----
| Number of shares | Amount(`in crores) | |
|---|---|---|
| Balance as at April 01, 2018 | 600,646,588 | 120.13 |
| Add: Issue of Share Capital | - | - |
| Balance as at March 31, 2019 | 600,646,588 | 120.13 |
| Add: Issue of Share Capital | 9,200,000 | 1.84 |
| Balance as at March 31, 2020 | 609,846,588 | 121.97 |
B. Other Equity
( ` in crores)
==> picture [511 x 94] intentionally omitted <==
----- Start of picture text -----
Items of Other Comprehensive
Reserves and Surplus
Income / (loss)
Exchange
Money received Other items Differences on Total
Capital Securities against share General Retained of other translating the
Reserve Premium warrants (Refer Reserve Earnings comprehensive financial statements
note 16.6) income of a foreign
operations
Balance at April 01, 2018 5.44 2,531.65 - 922.00 670.41 (3.15) (4.83) 4,121.52
----- End of picture text -----
| Reserves and Surplus | Reserves and Surplus | Reserves and Surplus | Reserves and Surplus | Reserves and Surplus | Items of Other Comprehensive Income/ (loss) |
Items of Other Comprehensive Income/ (loss) |
Total | |
|---|---|---|---|---|---|---|---|---|
| Capital Reserve |
Securities Premium |
Money received against share warrants (Refer note 16.6) |
General Reserve |
Retained Earnings |
Other items of other comprehensive income |
Exchange Differences on translating the financial statements of a foreign operations |
||
| Balance at April 01, 2018 | 5.44 | 2,531.65 | - |
922.00 |
670.41 |
(3.15) |
(4.83) | 4,121.52 |
| Effect of adoption of new accounting standards(Ind AS 115) |
- | - | - | - | 0.50 | - | - | 0.50 |
| As at April 01,2018(restated) | 5.44 | 2,531.65 | - |
922.00 |
670.91 |
(3.15) |
(4.83) | 4,122.02 |
| Profit for theyear | - | - |
- |
- |
563.91 |
- |
- |
563.91 |
| Other comprehensive income / (loss) for theyear,net of tax |
- | - |
- |
- |
- |
(5.04) |
0.73 | (4.31) |
| Total comprehensive income for the year |
- | - |
- |
- |
563.91 |
(5.04) |
0.73 | 559.60 |
| Proceeds received against share warrants | - | - |
27.45 |
- |
- |
- |
- |
27.45 |
| Dividend(Inclusive of Tax on Dividend) | - | - | - | - | (72.42) | - | - | (72.42) |
| Balance at April 01, 2019 | 5.44 | 2,531.65 | 27.45 |
922.00 |
1,162.40 | (8.19) |
(4.10) | 4,636.65 |
| Profit for theyear | - | - |
- |
- |
382.04 |
- |
- |
382.04 |
| Other comprehensive income / (loss) for theyear,net of tax |
- | - |
- |
- |
- |
(7.71) |
0.78 | (6.93) |
| Total comprehensive income for theyear | - | - |
- |
- |
382.04 |
(7.71) |
0.78 | 375.11 |
| Premium on Issue of Share Capital | - | 107.97 |
- |
- |
- |
- |
- |
107.97 |
| Transferred to Equity share capital & Premium on issue of share capital |
- | - |
(27.45) |
- | - |
- |
- |
(27.45) |
| Dividend(Inclusive of Tax on Dividend) | - | - |
- |
- |
(108.62) | - | - |
(108.62) |
| Balance at March 31, 2020 | 5.44 | 2,639.62 | - | 922.00 | 1,435.82 | (15.90) | (3.32) | 4,983.66 |
The accompanying notes are an integral part of the financial statements
In terms of our report attached
For S.R. BATLIBOI & ASSOCIATES LLP
For and on behalf of the Board
ICAI Firm Registration No. 101049W/E300004 CHARTERED ACCOUNTANTS
per NAVNEET RAI KABRA Partner Membership No. 102328
R.S. RAJU
Associate Director (F&A) / CFO
A.A.V. RANGA RAJU
Managing Director / CEO (DIN No: 00019161)
M.V. SRINIVASA MURTHY Company Secy. & E.V.P (Legal)
A.G.K. RAJU Executive Director (DIN No: 00019100)
Hyderabad, May 29, 2020
Annual Report 2019-20
71
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2020
| CASH FLOW STATEMENTFOR THE YEAR ENDED MARCH 31, 2020 | CASH FLOW STATEMENTFOR THE YEAR ENDED MARCH 31, 2020 | CASH FLOW STATEMENTFOR THE YEAR ENDED MARCH 31, 2020 |
|---|---|---|
| (`in crores) | ||
| Year ended March 31, 2020 |
Year ended March 31,2019 |
|
| A. Cash flows from operating activities | ||
| Profit before tax | 453.36 | 881.69 |
| Adjustments for: | ||
| Depreciation and amortisation expenses | 177.52 | 149.37 |
| Profit on sale of Property,Plant and Equipment and Investment Property | (41.17) | (19.18) |
| Finance costs | 517.87 | 451.26 |
| Interest income | (81.88) | (66.59) |
| Trade Receivables/Advances written off | - | 7.35 |
| Provision for doubtful trade receivables/advances/others | 21.29 | 57.18 |
| Expected credit loss for Unbilled revenue | 46.60 | 7.09 |
| Exceptional items(net) | 32.67 | 58.93 |
| Rental income from investmentproperties | (4.76) | (3.93) |
| Net foreign exchange(gain) | (1.37) | (6.16) |
| 666.77 | 635.32 | |
| Operating profit before working capital changes | 1,120.13 | 1,517.01 |
| Changes in working capital: | ||
| Adjustments for(Increase) / Decrease in operating assets: | ||
| (Increase)in Inventories | (1.88) | (116.40) |
| Decrease/ (Increase)in Trade receivables | 517.66 | (746.03) |
| Decrease/ (Increase)in Other financial assets | 61.80 | (83.17) |
| (Increase)in Other assets | (212.00) | (996.22) |
| Adjustments for Increase/ (Decrease) in operating liabilities: | ||
| (Decrease) /Increase in Tradepayables | (511.66) | 925.82 |
| (Decrease) /Increase in Other current liabilities | (213.15) | 69.37 |
| Increase in Provisions | 12.16 | 10.00 |
| (347.07) | (936.63) | |
| Cashgenerated from operations | 773.06 | 580.38 |
| Net income tax(paid) | (136.63) | (235.05) |
| Net cash flows from operating activities(A) | 636.43 | 345.33 |
| B. Cash flows from investing activities |
||
| Capital expenditure for property , plant and equipment, Investment property, Intangible Assets includingCapital Work in Progress |
(144.06) | (527.37) |
| Proceeds from disposal of Property,Plant and Equipment and Investment Property | 56.21 | 36.66 |
| Movement in Margin moneydeposits/other deposits | (99.11) | (155.85) |
| Proceeds from sale of non current and current investments - Associates/Others | 48.58 | 4.34 |
| Loansgiven to subsidiaries,associates and others | (166.04) | (60.05) |
| Loans realised from subsidiaries,associates and others | 57.62 | 207.50 |
| Interest received | 77.85 | 65.79 |
| Rental income from investmentproperties | 4.76 | 3.93 |
| Net cash flows(used) in investing activities(B) | (164.19) | (425.05) |
NCC LIMITED
72
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2020 (contd.)
( ` in crores)
| (`in crores) | ||
|---|---|---|
| Year ended March 31, 2020 |
Year ended March 31,2019 |
|
| C. Cash flows from financing activities |
||
| Purchase of non current investments - Subsidiaries | (0.70) | (0.12) |
| Proceeds received against share warrants | 82.36 | 27.45 |
| Proceeds from longterm borrowings | 147.54 | 495.41 |
| Repayment of longterm borrowings | (292.27) | (173.39) |
| Short term borrowings borrowed(net) | 61.55 | 371.21 |
| Finance costspaid | (472.81) | (431.49) |
| Dividend and Dividend Taxpaid | (108.62) | (72.42) |
| Net cash flows(used) / from financing activities(C) | (582.95) | 216.65 |
| Net(Decrease) Increase in Cash and cash equivalents(A+B+C) | (110.71) | 136.93 |
| Cash and cash equivalents at the beginningof theyear | 196.05 | 59.12 |
| Cash and cash equivalents at the end of theyear | 85.34 | 196.05 |
| Reconciliation of Cash and cash equivalents with the Balance Sheet: | ||
| Cash and cash equivalents | 85.34 | 196.05 |
| Cash and cash equivalents at the end of theyear | 85.34 | 196.05 |
Note: Figures in brackets represents cash outflows.
The accompanying notes are an integral part of the financial statements
In terms of our report attached
For S.R. BATLIBOI & ASSOCIATES LLP
For and on behalf of the Board
ICAI Firm Registration No. 101049W/E300004 CHARTERED ACCOUNTANTS
per NAVNEET RAI KABRA
Partner Membership No. 102328
R.S. RAJU
Associate Director (F&A) / CFO
A.A.V. RANGA RAJU
Managing Director / CEO (DIN No: 00019161)
M.V. SRINIVASA MURTHY
Company Secy. & E.V.P (Legal)
A.G.K. RAJU
Executive Director (DIN No: 00019100)
Hyderabad, May 29, 2020
Annual Report 2019-20
73
Notes forming part of the financial statements
1 General Information:
NCC Limited, (“NCCL”, / “the Company”) was established as a Partnership firm in 1978, which was subsequently converted into a Limited Company in 1990. The shares of the Company were listed on the stock exchanges in India during 1992 pursuant to the Initial Public Offer of equity shares. The registered office of the Company is located at NCC House, Madhapur, Hyderabad - 500 081, Telangana, India. The Company is engaged in the infrastructure sector, primarily in the construction of industrial and commercial buildings, housing project, roads, bridges and flyovers, water supply and environment projects, mining, power transmission lines, irrigation and hydrothermal power projects, real estate development, etc.
2 Significant accounting policies:
2.1 Statement of compliance
These financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).
2.2 Basis of preparation and presentation
These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013 ('Act') (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/ or disclosure purposes in these financial statements is determined on such a basis and measurements that have some similarities to fair value but are not fair value, such as a net realisable value in Ind AS 2 or value in use in Ind AS 36.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements
are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
-
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
-
Level 2 inputs are other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
-
Level 3 inputs are unobservable inputs for the asset or liability.
2.3 Interest in Joint Operations
A joint operation is a joint arrangement where by the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
When a company undertakes its activities under joint operations, the company as a joint operator recognises in relation to its interest in a joint operation:
-
its assets, including its share of any assets held jointly,
-
its liabilities, including its share of any liabilities incurred jointly,
-
its revenue, including its share of any revenue arising jointly.
-
its expenses, including its share of any expenses incurred jointly.
The Company accounts for the assets, liabilities, revenues, and expenses relating to its interest in a joint operation in accordance with the Ind AS applicable to the particular assets, liabilities, revenues, and expenses.
2.4 Revenue Recognition
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
A single performance obligation is identified in the construction projects that the Company engages in, owing to the high degree of integration and customisation of the various goods and services to provide a combined output which is transferred to the customer over time and not at a specific point in time, since the entity's performance creates or enhances as asset that the customer controls as the asset is created or enhanced.
NCC LIMITED
74
Notes forming part of the financial statements
With respect to the method for recognising revenue over time (i.e. the method for measuring progress towards complete satisfaction of a performance obligation), the Company has established certain criteria that are applied consistently for similar performance obligations. In this regard, the method chosen by the Company to measure the value of goods or services for which control is transferred to the customer over time is the output method based on surveys of performance completed to date (or measured unit of work), according to which revenue is recognised corresponding to the units of work performed and on the basis of the price allocated thereto. In cases where the work performed till the reporting date has not reached the milestone specified in the contract, the Company recognises revenue only to the extent that it is highly probable that the customer will acknowledge the same. This method is applied as the progress of the work performed can be measured during its performance on the basis of the contract. Under this method, on a regular basis, the work completed under each contract is measured and the corresponding output is recognised as revenue.
Contract modifications are accounted for when additions, deletions or changes are approved either to the scope or price or both. Goods/services added that are not distinct are accounted for on a cumulative catch up basis. Goods / services those that are distinct are accounted for prospectively as a separate contract, if the additional goods/services are priced at the standalone selling price else as a termination of the existing contract and creation of a new contract . In cases where the additional work has been approved but the corresponding change in price has not been determined, the recognition of revenue is made for an amount with respect to which it is highly probable that a significant reversal will not occur.
If the consideration promised in a contract includes a variable amount, this amount is recognised only to the extent that it is highly probable that a significant reversal in the amount recognised will not occur.
Contract costs
Costs related to work performed in projects are recognised on an accrual basis. Costs incurred in connection with the work performed are recognised as an expense.
Provision for future losses
Provision for future losses are recognised as soon as it becomes evident that the total costs expected to be incurred in a contract exceed the total expected revenue from that contract.
Contract balances
i) Contract assets
A contract asset is recognised for amount of work done but pending billing/acknowledgement by customer or
amounts billed but payment is due on completion of future performance obligation, since it is conditionally receivable. The provision for Expected Credit Loss on contract assets is made on the same basis as financial assets as stated in note no. 2.19.
ii) Trade receivables
A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section Financial instruments – initial recognition and subsequent measurement.
iii) Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received advance payments from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the consideration received.
2.5 Other income:
-
a) Dividend Income: Dividend income from Investments is recognised when the shareholder's right to receive payment has been established.
-
b) Interest income: Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
-
c) Rental income: Rental income from operating leases is generally recognised over the term of the relevant lease.
2.6 Foreign exchange translation and foreign currency transactions:
The functional currency of the Company is the Indian rupee. These financial statements are presented in Indian rupees (rounded off to crores).
Foreign currency transactions are accounted at the exchange rates prevailing on the date of transactions. Gains and losses resulting from settlement of such transactions are recognised in the Statement of Profit and Loss.
Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at year end rates. The difference in translation of monetary assets and liabilities and realised gains and losses
Annual Report 2019-20
75
Notes forming part of the financial statements
on foreign exchange transactions are recognised in the Statement of Profit and Loss.
The exchange difference on restatement of long term receivables / payables from / to foreign operations that are considered as net investments in such operation are recognised in the statement of profit and loss in the separate financial statements of the reporting entity or the individual financial statements of the foreign operation, as appropriate .
Foreign branches functional currency is other than reporting currency of its parent and foreign branch financial statements are translated into reporting currency of its parent using the following procedures. Assets and Liabilities (both monetary and non-monetary) are translated at the closing rate at the year end. Income and expenses are translated at the monthly average rate at the end of the respective month. All resulting exchange differences are recognised in other comprehensive income till the disposal of the net investment.
2.7 Borrowing Costs:
Borrowing costs include interest and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset upto the date of capitalisation of such asset are included in the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.
2.8 Employee Benefits:
2.8.1 Retirement benefit costs and termination benefits
Payment to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions.
Superannuation
The Company’s contribution to superannuation fund is considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.
Provident Fund
Contribution to Provident fund (a defined contribution plan) made to Regional Provident Fund Commissioner are recognised as expense.
Defined Benefit Plans
For defined benefit retirement plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling ( if applicable) and the return on plan assets (excluding net interest) , is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognised in Statement of Profit and Loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset.
2.8.2 Compensated Absences
The employees are entitled to accumulate leave subject to certain limits, for future encashment, as per the policy of the Company.
The liability towards such unutilized leave as at the end of each balance sheet date is determined based on independent actuarial valuation and recognised in the Statement of Profit and Loss.
In respect of employees of overseas branch, end of service benefit is accrued in accordance with the terms of employment. Employees entitlements to annual leave and gratuity are recognised on actual basis and charged to the Statement of Profit and Loss.
2.9 Taxation
Income tax expense represents sum of the tax currently payable and deferred tax.
2.9.1 Current Tax:
Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the provisions of the Income-tax Act, 1961 and other applicable tax laws that have been enacted or substantively enacted by the end of the reporting period in the countries where the Company operates and generates taxable income.
2.9.2 Deferred tax :
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets
NCC LIMITED
76
Notes forming part of the financial statements
and liabilities are not recognised if the temporary differences arise from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax for the year. The deferred tax asset is recognised for MAT credit available only to the extent that it is probable that the concerned company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the company recognises MAT credit as an asset, it is created by way of credit to the statement of profit and loss and shown as part of deferred tax asset. The company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent that it is no longer probable that it will pay normal tax during the specified period.
2.9.3 Current and deferred tax for the year
Current and deferred taxes are recognised in Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
2.10 Property, plant and equipment:
Property, plant and equipment (PPE) are carried at cost less accumulated depreciation and impairment losses, if any. The cost of Property, plant and equipment comprises of purchase price, applicable duties and taxes, any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition/construction of qualifying PPE, that takes a substantial period of time to get ready for its intended use, upto the date the asset is ready for its intended use. The initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located is required to
be included in the cost of the respective item of property plant and equipment and Cost of major inspections is recognised in the carrying amount of property, plant and equipment as a replacement, if recognition criteria are satisfied and any remaining carrying amount of the cost of previous inspection is derecognised. For transition to Ind AS, the Company has elected to adopt as deemed cost, the carrying value of PPE measured as per previous GAAP, accumulated depreciation and cumulative impairment on the transition date of April 1, 2015.
PPE retired from active use and held for sale are stated at the lower of their net book value and net realisable value and are disclosed separately.
An item of PPE is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in statement of profit and loss.
2.11 Depreciation and Amortisation:
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost less its estimated residual value.
Depreciation on Property, Plant and equipment and investment property have been provided on the straight line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of construction accessories (6 years), in whose case the life of the assets has been assessed based on technical assessment, taking into account the nature of asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, maintenance, etc.
Depreciation on Property, Plant and equipment in joint venture operations provided on Straight Line Method/Written Down Value Method based on useful life prescribed in Schedule II of the Companies Act, 2013.
Intangible Assets are amortised, on straight line method based on the useful life as assessed by the Management. The amortisation period and the amortisation method for an intangible asset is reviewed every year.
- 2.12 Investment property: Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes). Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured in accordance with the Ind AS16’s requirement for cost model.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no further economic benefits expected from
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Notes forming part of the financial statements
disposal. Any gain or loss arising on derecognition of the property is included in Statement of Profit and Loss in the period in which the property is derecognised.
For transition to Ind AS, the Company has elected to adopt as deemed cost, the carrying value of Investment property measured as per previous GAAP, accumulated depreciation and cumulative impairment on the transition date of April 01, 2015.
2.13 Intangible Assets:
Identifiable intangible assets are recognised when the Company controls the asset, it is probable that future economic benefits attributed to the asset will flow to the Company and the cost of the asset can be reliably measured. At initial recognition, the separately acquired intangible assets are recognised at cost. Following initial recognition, the intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. The estimated useful life and amortization method reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
2.14 Inventories:
Raw Materials:
Raw Materials, construction materials and stores & spares are valued at weighted average cost or net realisable value, whichever is lower. Cost includes all charges in bringing the materials to the place of usage, excluding refundable duties and taxes.
Properties Under Development:
Properties under development are valued at cost or net realisable value, whichever is lower. Cost comprises all direct development expenditure, administrative expenses and borrowing costs.
- 2.15 Investments in Subsidiaries, Associates and Joint ventures: On initial recognition, these investments are recognised at fair value plus any directly attributable transaction cost. Subsequently, they are measured at cost.
2.16 Provisions, Contingent Liabilities and Contingent Assets :
The Company recognises provisions when there is present obligation as a result of past event and it is probable that there will be an outflow of resources and reliable estimate can be made of the amount of the obligation. A disclosure for Contingent liabilities is made in the notes on accounts when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Contingent assets are disclosed in the financial statements when flow of economic benefits is probable.
2.17 Financial instruments:
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in statement of profit and loss.
2.18 Financial assets
Financial asset is
-
Cash / Equity Instrument of another Entity,
-
Contractual right to –
-
a) receive Cash / another Financial Asset from another Entity, or
-
b) exchange Financial Assets or Financial Liabilities with another Entity under conditions that are potentially favourable to the Entity.
2.19 Subsequent measurement of the financial assets
(i) Financial assets carried at amortised cost
-
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
-
(ii) Financial assets at fair value through other comprehensive income
-
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Further, in case where the company has made an irrevocable selection based on its business model, for its investments which are classified as equity instruments, the subsequent changes in fair value are recognised in other comprehensive income.
(iii) Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
- (iv) The Company recognises loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the
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Notes forming part of the financial statements
12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognised as an impairment gain or loss in statement of profit and loss.
2.20 Financial liabilities
Financial liability is Contractual Obligation to
-
a) deliver Cash or another Financial Asset to another Entity, or
-
b) exchange Financial Assets or Financial Liabilities with another Entity under conditions that are potentially unfavourable to the Entity. The company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.
2.21 Subsequent measurement of the financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest rate method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate the fair value due to the short maturity of these instruments.
2.22 Derecognition of financial instruments
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognised from the Company's balance sheet when the obligation specified in the contract is discharged or cancelled or expires.
2.23 Fair value of financial instruments
In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may or may not be realized.
2.24 Impairment of Assets:
Intangible assets and property, plant and equipment: Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such
cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.
If such assets are considered to be impaired, the impairment to be recognised in the statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognised for the asset in prior years.
2.25 Fair value measurement
The Company measures certain financial instruments at fair value at each reporting date. Fair value is the price that would be received on sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-
a. In the principal market for the asset or liability, or
-
b. In the absence of principal market, in the most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
2.26 Leases :
a) Accounting policy as per new lease standard
The Company applied Ind AS 116 for the first time with effect from April 01, 2019. The changes in accounting policy on account of adoption of this new accounting standard are described in note 2.33.
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At the date of commencement of the lease, the Company recognises a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except short-term leases and low value leases.
Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted
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Notes forming part of the financial statements
with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Company’s operations taking into account the location of the underlying asset and the availability of suitable alternatives.
The Company applies the short-term lease recognition exemption to its short-term leases of premises and construction equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date or the adoption of Ind AS 116 and do not contain a purchase option). Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
b) Accounting policy till previous year
The Company’s leasing arrangements are mainly in respect of operating leases for premises and construction equipment. The leasing arrangements range from 11 months to 10 years generally and are usually cancellable / renewable by mutual consent on agreed terms. Lease payments under operating leases are recognised as an expense on a straight line basis in the statement of profit and loss over the lease term except where the lease payments are structured to increase in line with expected general inflation.
2.27 Earnings Per Share :
Basic earnings per equity share is computed by dividing the net profit for the year attributable to the Equity Shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit for the year, adjusted for the effects of dilutive potential equity shares, attributable to the Equity Shareholders by the weighted average number of the equity shares and dilutive potential equity shares outstanding during the year except where the results are antidilutive.
2.28 Cash Flow Statement:
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
-
2.29 Critical judgements in applying accounting policies: The following are the critical judgements, apart from those involving estimations, that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statement.
-
(i) Revenue recognition: The Company uses the stage of completion method using survey method and /or on completion of physical proportion of the contract work to measure progress towards completion in respect of construction contracts. This method is followed when reasonably dependable estimates of costs applicable to various elements of the contract can be made. Key factors that are reviewed in estimating the future costs to complete include estimates of future labour costs and productivity efficiencies. Because the financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts, recognised revenue and profit are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which the loss becomes probable.
-
(ii) Key sources of estimation uncertainty: The following are the key assumptions concerning the future , and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Items requiring significant estimate
Assumption and estimation uncertainty
The Company reviews the estimated useful lives, depreciation method and residual value of property plant and equipment at the end of each reporting period. During the current year, there has been no change in life, depreciation method and residual value considered for the assets.
Review of property, plant and equipment
Some of the Company’s assets and liabilities are measured at fair value for the financial reporting purposes. The valuation committee which is headed by the Chief Financial Officer of the Company determines the appropriate valuation techniques and inputs for fair value measurements.
Fair value measurements and valuation processes
NCC LIMITED
80
Notes forming part of the financial statements
Items requiring Assumption and estimation uncertainty significant estimate
In estimating the fair value of an asset or a liability, the Company uses marketobservable data to the extent it is available. Where Level 1 inputs are not available, the Company engages third party / internal qualified valuers to perform the Fair value valuation. Finance team works closely with measurements and the qualified external / internal valuers valuation processes to establish the appropriate valuation techniques and inputs to the model. The Chief Financial Officer reports the valuation committee’s findings to the Board of Directors about the causes of fluctuations in the fair value of the assets and liabilities. In assessing the recoverability of the trade receivables and contracts assets, Provision for doubtful management’s judgement involves receivables and consideration of aging status, evaluation of contract assets litigations and the likelihood of collection based on the terms of the contract. Inventories are stated at the lower of cost and Fair value. In estimating the net Estimation of net realisable value / Fair value of Inventories realisable value of the Company makes an estimate of inventories future selling prices and costs necessary to make the sale. The Company uses actuarial assumptions to determine the obligations for employee benefits at each reporting period . These Provision for assumptions include the discount rate, employee benefits expected long-term rate of return on plan assets, rate of increase in compensation levels and mortality rates. Significant judgments are required in determining the provision for income taxes, including the amount expected to be paid / recovered for uncertain tax positions. Provision for taxes The company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent that it is no longer probable that it will pay normal tax during the specified period. The Company is subjected to VAT assessments in various states where projects were executed. Basing on applicable VAT rules of various states the Company estimated the VAT liability and provided in Indirect tax litigations the book of accounts. The VAT assessments in different states are at different stages and on some of the assessment orders, the Company made appeals and they are at various tribunals and courts.
2.30 Exceptional Items:
Exceptional Items represents the nature of transactions which are not in recurring nature during the ordinary course of business but lead to increase / decrease in profit / loss for the year.
2.31 Operating cycle:
The Company adopts operating cycle based on the project period (including Defect Liability Period) and accordingly all project related assets and liabilities are classified into current and non current. Other than project related assets and liabilities, 12 months period is considered as normal operating cycle.
2.32 Recent accounting pronouncements
Standards issued but not yet effective and not early adopted by the Company
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from April 1, 2020.
2.33 Changes in the accounting policies
Ind AS 116 supersedes Ind AS 17 Leases including its appendices (Appendix C of Ind AS 17 Determining whether an Arrangement contains a Lease, Appendix A of Ind AS 17 Operating Leases-Incentives and Appendix B of Ind AS 17 Evaluating the Substance of Transactions Involving the Legal Form of a Lease). The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to recognise most leases on the balance sheet.
The Company has adopted Ind AS 116 using the modified retrospective method of adoption with the date of initial application of April 01, 2019. The following is the summary of practical expedients elected on initial application:
-
a) Applied the exemption not to recognise right-of-use assets and liabilities for leases with less than 12 months of lease term on the date of initial application
-
b) Ind AS 116 is applied only to contracts that were previously identified as leases under Ind AS 17.
The Company has applied the short-term lease recognition exemption to its short-term leases of premises and construction equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date or the adoption of Ind AS 116 and do not contain a purchase option). There are no leases other than the aforesaid, hence the impact is insignificant.
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81
Notes forming part of the financial statements
Note 3
Property, Plant, Equipment and Capital Work-in-Progress:
( ` in crores)
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Lease
Furniture Office
Plant and Construction Office Hold Construction
Buildings and Equip- Total
Equipment Vehicles Vehicles Improve- Accessories
Fixtures ment
ments
Cost:
Balance as at April 01,
37.77 670.29 10.41 137.07 70.05 45.80 16.19 562.75 1,550.33
2018
Additions 19.75 195.44 2.19 102.10 15.78 6.32 - 183.35 524.93
Disposals / Adjustments 1.21 32.57 0.67 66.39 4.37 2.32 - 5.56 113.09
As at March 31, 2019 56.31 833.16 11.93 172.78 81.46 49.80 16.19 740.54 1,962.17
Additions 7.52 37.14 1.09 12.14 8.85 3.42 - 57.31 127.47
Disposals / Adjustments 1.70 33.18 0.12 3.97 4.38 1.31 - 18.07 62.73
As at March 31, 2020 62.13 837.12 12.90 180.95 85.93 51.91 16.19 779.78 2,026.91
Depreciation:
Balance as at April 01,
7.47 306.90 5.13 113.56 31.69 34.21 3.76 299.78 802.50
2018
Depreciation 3.81 55.74 0.90 11.90 7.18 4.32 3.86 60.67 148.38
Disposals / Adjustments 0.31 25.32 0.59 60.86 3.70 2.19 - 4.34 97.31
As at March 31, 2019 10.97 337.32 5.44 64.60 35.17 36.34 7.62 356.11 853.57
Depreciation 4.94 59.15 1.07 16.58 8.28 4.81 3.81 78.08 176.72
Disposals / Adjustments 0.15 26.08 0.10 3.73 3.41 1.23 - 16.15 50.85
As at March 31, 2020 15.76 370.39 6.41 77.45 40.04 39.92 11.43 418.04 979.44
Net Block
As at March 31, 2019 45.34 495.84 6.49 108.18 46.29 13.46 8.57 384.43 1,108.60
As at March 31, 2020 46.37 466.73 6.49 103.50 45.89 11.99 4.76 361.74 1,047.47
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Capital work in progress **14.83 crores** (31.03.2019: 13.16 crores)
Note: Refer note 18 and 21 for details of assets pledged.
NCC LIMITED
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Notes forming part of the financial statements
Note 3.1
Investment property & Investment property under construction:
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( ` in crores)
Buildings given
Land - Freehold under operating Total
Lease
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| Land - Freehold | Buildings given under operating Lease |
Total | |
|---|---|---|---|
| Cost: | |||
| Balance as at April 01, 2018 | 32.76 | 30.15 | 62.91 |
| Additions | 9.58 | 65.92 | 75.50 |
| Disposals / Adjustments | 0.13 | 1.42 | 1.55 |
| As at March 31, 2019 | 42.21 | 94.65 | 136.86 |
| Additions | 13.81 | 1.07 | 14.88 |
| Disposals / Adjustments | - | 3.15 | 3.15 |
| As at March 31, 2020 | 56.02 | 92.57 | 148.59 |
| Depreciation: | |||
| Balance as at April 01, 2018 | - | 4.26 | 4.26 |
| Depreciation | - | 0.48 | 0.48 |
| Disposals / Adjustments | - | (0.14) | (0.14) |
| As at March 31, 2019 | - | 4.88 | 4.88 |
| Depreciation | - | 0.49 | 0.49 |
| Disposals / Adjustments | - | - | - |
| As at March 31, 2020 | - | 5.37 | 5.37 |
| Net Block | |||
| As at March 31, 2019 | 42.21 | 89.77 | 131.98 |
| As at March 31, 2020 | 56.02 | 87.20 | 143.22 |
Investment property under construction**68.10 crores**(31.03.2019:68.10 crores) |
Note: Refer note 18 and 21 for details of assets pledged and note 28 for the details of Rental income.
Fair value of the investment property and investment property under construction:
Details of the investment property and information about the fair value hierarchy as at March 31, 2020 and March 31, 2019 are as follows:
| Details of the investment property and information about the fair value hierarchy as at March | Details of the investment property and information about the fair value hierarchy as at March | 31, 2020 and March 31, 2019 are as follows: | 31, 2020 and March 31, 2019 are as follows: |
|---|---|---|---|
| (`in crores) | |||
| Fair value hierarchy | Fair value as at March 31, 2020 |
Fair value as at March 31,2019 |
|
| Land | Level 3 | 130.03 | 103.01 |
| Buildings | Level 3 | 208.76 | 205.87 |
| Investmentpropertyunder construction | Level 3 | 82.86 | 82.86 |
| Total | 421.65 | 391.74 |
The internal technical team of the Company has valued for some of the properties at 304.91 crores (31.03.2019: 268.34 crores) and the balance properties have been valued by independent valuer at 116.74 crores (31.03.2019: 123.40 crores). The Valuation is based on Government rates, market research, market trend and comparable values as considered appropriate.
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Notes forming part of the financial statements
3.2 Other Intangible Assets
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( ` in crores)
Computer Software Total
Cost:
Balance as at April 01, 2018 13.10 13.10
Additions - -
Disposals / Adjustments - -
As at March 31, 2019 13.10 13.10
Additions 0.04 0.04
Disposals / Adjustments - -
As at March 31, 2020 13.14 13.14
Amortisation:
Balance as at April 01, 2018 11.52 11.52
Amortisation 0.51 0.51
Disposals / Adjustments - -
Depreciation and amortisation:
As at March 31, 2019 12.03 12.03
Amortisation 0.31 0.31
Disposals / Adjustments - -
As at March 31, 2020 12.34 12.34
Net Block
As at March 31, 2019 1.07 1.07
As at March 31, 2020 0.80 0.80
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NCC LIMITED
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Notes forming part of the financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
||Number of
Shares|Amount|Number of
Shares|Amount|
|4
Investments|||||
|4.1
Non Current Investments|||||
|A
In Associates|||||
|Trade(Unquoted) (At Cost)|||||
|(i)
Investment in equity shares|||||
|In Shares of10 each,fully paid up|||||
|Tellapur Techno CityPrivate Limited||**-**|14,702,600|14.70|
|**Less:**Provision for Impairment in value of Investments||**-**||14.70|
|||**-**||-|
|Paschal Form Work(India)Private Limited|**6,549,892**|<br>**6.91**|6,549,892|6.91|
|Brindavan Infrastructure CompanyLimited|**8,643,036**|<br>**3.46**|8,643,036|3.46|
|Pondicherry Tindivanam Tollway Limited<br>(valued at1,000)|100|
-|100|-|
|In Shares of one USD each fully paid up|||||
|Apollonius Coal and EnergyPte Limited|1,498,757|
8.00|1,498,757|8.00|
|Less:Provision for Impairment in value of Investments||8.00||8.00|
|||-||-|
|In Shares of 'AED' 1000 each fully paid up|||||
|Nagarjuna Facilities Management Services,LLC,Dubai|147|
0.17|147|0.17|
|(ii)
Investment in debentures|||||
|Tellapur Techno City Private Limited
(of1 each,fully paid up) (Refer note. 4.2)|**-**|<br>**-**|-|51.62|
|**Less:**Provision for Impairment in value of Investments||**-**||14.97|
|||**-**||36.65|
|**Less:**Transferred to held for sale||**-**||36.65|
|||**-**||-|
|**Total aggregate investments in Associates**||**10.54**||10.54|
|**B**<br>**In Subsidiaries**|||||
|**Trade(Unquoted) (At Cost)**|||||
|**(i)**<br>**Investment in equity shares**|||||
|In Shares of10 each,fully paid up|||||
|NCC Infrastructure Holdings Limited (NCCIHL)
(Refer note 4.3)|445,324,458|
457.36|432,437,351|444.47|
|Less:Provision for Impairment in value of Investments||69.38||69.38|
|||387.98||375.09|
|NCC Urban Infrastructure Limited|120,000,000|
120.00|120,000,000|120.00|
|NCC VizagUrban Infrastructure Limited|50,000,000|
50.00|50,000,000|50.00|
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Notes forming part of the financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
||Number of
Shares|Amount|Number of
Shares|Amount|
|OB Infrastructure Limited(Valued at6,000)|**600**|**-**|600|-|
|PatnitopRopeway& Resorts Limited|**2,255,300**|**1.07**|2,255,300|2.26|
|**Less:**Provision for Impairment in value of Investments||**1.07**||0.95|
|||**-**||1.31|
|NCC International Convention Centre Limited|**1,000,000**|**1.00**|1,000,000|1.00|
|**Less:**Provision for Impairment in value of Investments||**1.00**||1.00|
|||**-**||-|
|NCC Oil & Gas Limited(Refer note 4.4)|**-**|**-**|40,000|0.04|
|Vaidehi Avenues Limited|**5,163,422**|**5.16**|5,163,422|5.16|
|Pachhwara Coal MiningPrivate Limited|**102,000**|**0.10**|102,000|0.10|
|Talaipalli Coal MiningPrivate Limited|**45,900**|**0.05**|45,900|0.05|
|In EquityShares of5/- each,,fully paid up|||||
|Aster Rail Private Limited|3,098,800|1.55|3,098,800|1.55|
|In Shares of Omani Rials one each,fully paid up|||||
|Nagarjuna Construction Company International LLC,
Oman|12,818,000|193.37|12,818,000|193.37|
|Less:Provision for Impairment in value of Investments||59.99||20.00|
|||133.38||173.37|
|In Shares of US$10 each,fully paid up|||||
|NCC Infrastructure Holdings Mauritius Pte. Ltd.|2,687,508|61.88|2,687,508|61.88|
|Less:Provision for Impairment in value of Investments||21.22||21.22|
|||40.66||40.66|
|In Shares of 'AED' 1000 each,fully paid up|||||
|Nagarjuna ContractingCompanyLimited,LLC,Dubai|300|0.34|300|0.34|
|(ii)
Investment in debentures|||||
|0% CompulsoryConvertible Debentures|||||
|NCC Infrastructure Holdings Mauritius Pte. Ltd. (US $ 1
each)|20,596,720|135.24|20,596,720|135.24|
|Total aggregate investments in Subsidiaries||874.46||902.91|
|C
In Other entities|||||
|(i)
Trade(Unquoted)|||||
|Investments - fair value through profit and loss
account|||||
|SNP Developers and Projects LLP(Valued at`35,500)||-||-|
|SNP Ventures LLP||2.18||2.18|
|SNP PropertyDevelopers LLP||0.01||2.13|
|NAC Infrastructure Equipment Limited|1,499,900|1.50|1,499,900|1.50|
NCC LIMITED
86
Notes forming part of the financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
||Number of
Shares|Amount|Number of
Shares|Amount|
|In Shares of25 each,fully paid up|||||
|Akola Urban Co-operative Bank Limited|**4,040**|<br>**0.01**|<br>4,040|<br>0.01|
|**(ii)**<br>**Trade(Quoted)**|||||
|**Investment in equity instruments**|||||
|In Shares of10 each,fully paid up|||||
|NCC Finance Limited[(Value90) ]|**9**|<br>**-**|<br>9|<br>-**|
|**Total aggregate investments in Other entities**||**3.70**||5.82|
|**Total aggregate investments in Subsidiaries and**<br>**Other entities**||**878.16**||908.73|
|**Total**||**888.70**||919.27|
|Aggregate amount of Unquoted Investments||**1,049.35**||1,039.82|
|Aggregate market value ofQuoted Investments||**-**||-**|
|Aggregate amount of impairment in value of investments<br>** Market value ofNil(31.03.2019:`10.89/-)||160.65**||120.55|
-
4.2 During the previous year, Investment in Tellapur Technocity Private Limited is classified under “Assets classified as held for sale” and sold during the current year.
-
4.3 Of these 374,412, 894 (31.03.2019: 212,318,091) equity shares have been pledged with State Bank of India.
The carrying value of investment in ‘NCCIHL’ as at March 31, 2020 is higher by ` 132.73 crores as compared to the Company’s share of net worth in NCCIHL. However, based on the internal assessment and legal advice, the carrying value is recoverable, considering the future cash flows from the claims filed by NCCIHL but not accounted for.
- 4.4 The Subsidiary Company has been dissolved during last year.
( ` in crores)
| As at March 31, 2020 | As at March 31, 2020 | As at March31,2019 | As at March31,2019 | |
|---|---|---|---|---|
| 5 Loans |
||||
| Unsecured | ||||
| Loans to Related Parties | ||||
| Subsidiaries (Refer note 12.1) | ||||
| ConsideredGood | 364.48 | 321.05 | ||
| Significant increaseincredit risk | 10.00 | 10.00 | ||
| 374.48 | 331.05 | |||
| Less: Allowanceforsignificant increaseincredit risk | 10.00 | 10.00 | ||
| 364.48 | 321.05 | |||
| Total | 364.48 | 321.05 | ||
| 6 Trade Receivables |
||||
| Unsecured | ||||
| Considered Good | 209.74 | 104.59 | ||
| Considered Doubtful | 11.94 | 16.04 | ||
| 221.68 | 120.63 | |||
| Less : Allowance for doubtful trade receivables | 11.94 | 16.04 | ||
| Total | 209.74 | 104.59 |
Annual Report 2019-20
87
Notes forming part of the financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
|7
Other Financial Assets|As at March 31, 2020||As at March 31, 2019||
|Unsecured, Consideredgood|||||
|Deposits with Customers and Others||0.25||0.25|
|Margin MoneyDeposits(Refer note 11.5)||30.38||59.22|
|In Deposit Accounts with remaining maturity more than 12
months||0.01||0.55|
|Interest accrued on loans||93.50||98.13|
|Total||124.14||158.15|
|8
Deferred Tax Assets(Net) (Refer note 43)|||||
|Deferred Tax|82.34||145.79||
|MAT - Minimum Alternate Tax|123.16||26.85||
|Total||205.50||172.64|
|9
Inventories|||||
|Raw Materials|495.48||497.59||
|Raw Material in Transit|3.93||0.23||
|PropertyDevelopment Cost|15.42||15.12||
|Total||514.83||512.94|
|10
Trade Receivables|||||
|Unsecured(Refer note 10.1 to 10.4)|||||
|Considered Good|2,408.26||3,049.57||
|Considered Doubtful|33.30||35.12||
||2,441.56||3,084.69||
|Less : Allowance for doubtful trade receivables|33.30||35.12||
|Total||2,408.26||3,049.57|
|10.1
Trade receivables are generally realisable from customers within a
invoice.|period of 30 days from the date of submission of bill /||||
10.2 In determining the allowance for trade receivables the company has used practical expedients based on financial condition of the customer, ageing of the customer receivables and overdues, availability of collaterals and historical experience of collections from customers. The concentration of risk with respect to trade receivables is reasonably low as most of the customers are Government organisations though there may be normal delays in collections.
10.3 Movement in the allowance for doubtful trade receivables:
( ` in crores)
| As at March 31, 2020 |
As at March 31,2019 |
|
|---|---|---|
| Balance at beginningof theyear | 51.16 | 53.20 |
| Add: Allowance for doubtful trade receivables | 18.50 | 36.00 |
| Less: Allowance written off duringtheyear | (24.42) | (38.04) |
| Balance at the end of theyear | 45.24 | 51.16 |
10.4 Trade receivables includes 29.47 crores (31.03.2019: 31.82 crores) from subsidiary and associates.
NCC LIMITED
88
Notes forming part of the financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31, 2019||
|11
Cash and Bank Balances|||||
|11.1
Cash and Cash Equivalents|||||
|Cash on hand (Refer note 11.3)|1.03||0.99||
|Balances with Banks|||||
|In Current Accounts (Refer note 11.4)|84.5||164.91||
|In Deposit Accounts with original maturity less than 3 months|0.16||30.15||
|||85.34||196.05|
|11.2
Other Bank Balances|||||
|In Deposit Accounts|||||
|Margin Money Deposits (Refer note 11.5)|213.49||29.72||
|In Deposit Accounts with remaining maturity less than 12 months|17.48||72.76||
||230.97||102.48||
|Earmarked balances with Banks|||||
|Unpaid dividend accounts (Refer note 11.6)|0.56||0.43||
|||231.53||102.91|
|Total||316.87||298.96|
11.3 Cash on hand includes 0.02 crores (31.03.2019: 0.03 crores) held in foreign currency.
11.4 Current account balance includes 0.02 crores (31.03.2019: 0.19 crores) remittance in transit.
11.5 Margin Money Deposits represents the deposits lodged with Banks against Guarantees issued by them.
11.6 Represents Cash and Cash equivalents deposited in unpaid dividend account and are not available for use by the Company other than specific purpose.
11.7 Changes in liabilities arising from financing activities:
( ` in crores)
==> picture [510 x 165] intentionally omitted <==
----- Start of picture text -----
Balance As at As at
Cash Flows
April 01, 2019 March 31, 2020
Current borrowings (including current maturity) 1,673.31 63.12 1,736.43
Non-current borrowings 319.97 (146.30) 173.67
Total 1,993.28 (83.18) 1,910.10
( ` in crores)
Balance As at As at
Cash Flows
April 01, 2018 March 31, 2019
Current borrowings (including current maturity) 1,181.51 491.80 1,673.31
Non-current borrowings 118.54 201.43 319.97
Total 1,300.05 693.23 1,993.28
----- End of picture text -----
Annual Report 2019-20
89
Notes forming part of the financial statements
( ` in crores)
| As at March 31, 2020 | As at March 31, 2020 | As at March 31,2019 | As at March 31,2019 | |
|---|---|---|---|---|
| 12 Loans |
||||
| Unsecured,consideredgood | ||||
| Loans to Related Parties(Refer note 12.1) | ||||
| Subsidiaries | 202.66 | 147.10 | ||
| Loan to Other BodyCorporate | 19.60 | 19.60 | ||
| Loans and Advances to Employees | 7.92 | 8.78 | ||
| Total | 230.18 | 175.48 |
12.1 Particulars of Loans and Advances in the nature of loans as required by Regulation 34(3) and 53(f) of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.
( ` in crores)
| As at March 31, 2020 |
As at March 31, 2019 |
Maximum outstanding during the year (2019-20) |
Maximum outstanding during the year (2018-19) |
|
|---|---|---|---|---|
| Subsidiaries: | ||||
| NCC Urban Infrastructure Limited | 414.58 | 283.34 |
414.58 |
458.43 |
| NCC VizagUrban Infrastructure Limited | 110.79 | 110.75 |
110.79 |
110.75 |
| NCC Infrastructure Mauritius Pte Limited | 45.17 | 69.02 |
69.02 |
71.83 |
| Nagarjuna Contracting Company L.L.C (including doubtful of `10.00 crores) |
- | - |
- |
71.83 |
| Nagarjuna Construction CompanyInternational LLC, Oman | 3.94 | 3.94 |
3.94 | 4.10 |
| NCC Infrastructure Holdings Limited | - | 8.44 |
10.44 | 13.34 |
| Aster Rail Private Limited | 2.66 | 2.66 |
2.66 | 4.35 |
| (`in crores) | ||||
| As at March 31, 2020 | As at March 31,2019 | |||
| 13 Other Financial Assets |
||||
| Unsecured, considered good | ||||
| Advances recoverable | 94.90 | 155.84 | ||
| Interest Accrued on Deposits and others | ||||
| Considered Good | 19.38 | 20.12 | ||
| Considered Doubtful | - | 11.85 | ||
| 19.38 | 31.97 | |||
| Less : Allowance for doubtful interest | - | 11.85 | ||
| 19.38 | 20.12 | |||
| Total | 114.28 | 175.96 |
NCC LIMITED
90
Notes forming part of the financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
|14
Non Current Tax Assets (Net)|||||
|Advance Taxes and Tax Deducted at Source (Net of Provisions
fortax)||30.40||36.10|
|14.1
Current Tax Assets (Net)|||||
|Advance Taxes and Tax Deducted at Source (Net of Provisions
fortax)||103.77||52.94|
|15
Other Non -Current Assets|||||
|Sales Tax/ValueAdded Taxcredit receivable||113.53||113.53|
|ContractAsset|||||
|Due onperformance of future obligations|||||
|Retention Money||121.55||111.33|
|||235.08||224.86|
|15.1
Other Current Assets|||||
|Advances to Suppliers, Sub-contractors and Others (Refer note
15.2)|||||
|Considered Good|908.60||1,037.06||
|ConsideredDoubtful|39.04||42.08||
||947.64 ||1,079.14||
|Less: Allowancefordoubtfuladvances|39.04||42.08||
|||908.60||1,037.06|
|ContractAsset|||||
|Due onperformance of future obligations|||||
|Retention Money (Refer note15.3)||2,206.78||2,127.59|
|Others||449.60||574.35|
|Unbilledrevenue (Refer note15.4)|||||
|Considered Good|1,699.50||1,390.90||
|ConsideredDoubtful|98.26||51.66||
||1,797.76||1,442.56||
|Less: Expected creditlossforunbilledrevenue|98.26||51.66||
|||1,699.50||1,390.90|
|Prepaid Expenses||37.45||38.94|
|BalanceswithGovernmentAuthorities|||||
|Sales Tax/ValueAdded Taxcredit receivable||109.04 ||162.10|
|GoodsandServiceTaxcredit receivable||338.76||265.59|
|Total||5,749.73||5,596.53|
15.2 Advances to Suppliers, Sub–contractors and Others, includes advances to related parties of 34.77 crores (31.03.2019: 85.48 crores).
15.3 Retention money includes receivable from associate of 21.03 crores (31.03.2019: 21.03 crores).
15.4 Movement in the Expected credit loss for unbilled revenue:
| 15.4 Movement in the Expected credit loss for unbilled revenue: | 15.4 Movement in the Expected credit loss for unbilled revenue: | 15.4 Movement in the Expected credit loss for unbilled revenue: |
|---|---|---|
| (`in crores) | ||
| As at March 31, 2020 |
As at March 31,2019 |
|
| Balanceat beginning of the year | 51.66 | 44.57 |
| Add: Expectedcredit loss for unbilled revenueduringthe year | 46.60 | 7.09 |
| Balance at the end of the year | 98.26 | 51.66 |
Annual Report 2019-20
91
Notes forming part of the financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
||Number of
shares|Amount|Number of
shares|Amount|
|16
Share Capital|||||
|Authorised :|||||
|EquityShares of2 each|**750,000,000**|<br>**150.00**|750,000,000|150.00|
|**Issued :**|||||
|EquityShares of2 each(Refer note 16.1)|609,846,588|
121.97|600,646,588|120.13|
|Subscribed and Paid up :|||||
|EquityShares of`2 each|609,846,588|
121.97|600,646,588|120.13|
|Total||121.97||120.13|
16.1 Reconciliation of the number of equity shares and amount outstanding at beginning and at end of the year
( ` in crores)
| Year Ended March 31, 2020 | Year Ended March 31, 2020 | Year Ended March 31, 2019 | Year Ended March 31, 2019 | |
|---|---|---|---|---|
| Number of shares |
Amount | Number of shares |
Amount | |
| Balance at beginningof theyear | 600,646,588 | 120.13 | 600,646,588 | 120.13 |
| Add: Issue of Share Capital(Refer note 16.6) | 9,200,000 | 1.84 | - | - |
| Balance at end of theyear | 609,846,588 | 121.97 | 600,646,588 | 120.13 |
16.2 Details of shares held by each shareholder holding more than 5% shares:
| As at March 31, 2020 | As at March 31, 2020 | As at March 31, 2019 | As at March 31, 2019 | |
|---|---|---|---|---|
| Number of shares |
% holding | Number of shares |
% holding | |
| Smt. Rekha Jhunjhunwala | 507,33,266 | 8.32 | 451,08,266 | 7.51 |
| A V S R Holdings Private Limited | 496,53,278 | 8.14 | 404,53,278 | 6.73 |
| Aditya Birla Sun Life Trustee Private Limited | 419,56,609 | 6.88 | 344,61,104 | 5.74 |
| Reliance Capital Trustee Company Limited | 324,84,585 | 5.33 | 414,90,247 | 6.91 |
16.3 Unclaimed equity shares of 25,984 (31.03.2019: 25,832) are held in "NCC Limited - Unclaimed suspense account " in trust.
16.4 Rights of the share holders
The equity shares of the company having par value of ` 2 per share, rank pari passu in all respects including voting rights and entitlement to dividend. Repayment of the capital in the event of winding up of the Company will inter alia be subject to the provisions of Companies Act 2013, the Articles of Association of the Company and as may be determined by the Company in General Meeting prior to such winding up.
-
16.5 Nil (31.03.2019:3,93,653) equity shares represent the shares underlying outstanding GDRs. Each GDR represent one underlying equity share having par value of ` 2.
-
16.6 During the year, the Company has issued and allotted 9,200,000 equity shares of
2 each at a premium of117.37 per share against share warrants issued on preferential basis to the promoters of the Company. The Company received the part payment (25% of total consideration) of27.45 crores in the previous year and the balance amount of82.36 crores was received in current year.
NCC LIMITED
92
Notes forming part of the financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31, 2019||
|17
Other Equity|||||
|17.1
Capital Reserve||5.44||5.44|
|17.2
Securities Premium|||||
|Opening balance|2,531.65||2,531.65||
|Add :Premium on Issue of Share Capital|107.97||-||
|Closing balance||2,639.62||2,531.65|
|17.3
Money received against share warrants
(Refer note 16.6)||-||27.45|
|17.4
General Reserve||922.00||922.00|
|17.5
Retained Earnings(Refer note 17.5.a)|||||
|Opening balance|1,162.40||670.41||
|Add :Effect of adoption of new accounting standards
(Ind AS 115)|-||0.50||
|Add :Profit for the year|382.04||563.91||
||1,544.44||1,234.82||
|Less :Appropriations|||||
|Dividend distributed to equity shareholders (2019-20:1.50<br>per share (2018-19:1.00 per share))|90.10||60.07||
|Tax on Dividend Paid|18.52||12.35||
||108.62||72.42||
|Closing balance||1,435.82||1,162.40|
|17.6
Other Components of Equity|||||
|Remeasurement gains / (losses) of the defined benefit plans
(Net of tax)||(15.90)||(8.19)|
|Exchange differences in translating the financial statements
of foreign operations (Net of tax )||(3.32)||(4.10)|
|Total||4,983.66||4,636.65|
|17.5.a
For the year ended March 31, 2020, the Board of Directors have proposed a dividend of0.20 per share. The dividend payable<br>on approval of the shareholders is12.20 crores.|||||
Annual Report 2019-20
93
Notes forming part of the financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
||Non Current|Current|Non Current|Current|
|18
Borrowings|||||
|Term Loans|||||
|Secured - at amortised cost|||||
|From Banks(Refer note 18.1)|130.02|111.99|181.83|91.16|
|From Other Parties(Refer note 18.2)|27.71|110.59|88.01|131.72|
|Unsecured - at amortised cost|||||
|From Other Parties(Refer note 18.3)|12.90|33.10|46.00|30.39|
|Vehicle Loans|||||
|Secured - at amortised cost|||||
|From Banks(Refer note 18.4)|1.42|1.27|1.48|1.06|
|From Others(Refer note 18.4)|1.62|1.62|2.65|2.67|
|Total|173.67|258.57|319.97|257.00|
- Current maturities are included in Note 23 - Other Financial Liabilities
18.1 Term Loans from Banks:
-
(i) Axis Bank Limited / Kotak Mahindra Bank / Indus Ind Bank Limited, YES Bank
-
Secured by hypothecation of specific assets purchased out of the loan.
-
(ii) Canara Bank
-
Exclusive charge on the entire equipment and machinery purchased out of the loan facility.
-
(iii) Bank of Baharain & Kuwait
-
Exclusive charge on the entire equipment and machinery purchased out of the loan facility with a cover of minimum 1.15 times to be maintained throughout the tenor of the loan.
The details of rate of interest and repayment terms of the loans are as under.
==> picture [491 x 224] intentionally omitted <==
----- Start of picture text -----
Number of Loans Outstanding balance Interest Balance number of
outstanding As at As at ( ` in crores) Range Installments as at Frequency of Commencing
S.No. Particulars
% per Installments From- To
31.03.2020 31.03.2019 31.03.2020 31.03.2019 annum 31.03.2020 31.03.2019
Axis Bank 8.26 to October 10, 2017 to
(i) 18 26 24.75 14.23 17 to24 2 to 35 Monthly
Limited 9.60 March 20 ,2022
March 02, 2019 to
(ii) Canara Bank 1 1 114.36 181.03 9.40 7 11 Quarterly
December 02, 2021
Kotak
Mahindra 10.00 to December 20, 2018 to
(iii) 27 27 12.35 18.64 19 to 22 31 to 34 Monthly
Bank 10.50 January 05, 2022
Limited
Indus
9.06 to February 01, 2019 to
(iv) Ind Bank 53 53 45.95 59.09 32 to 35 44 to 46 Monthly
9.76 February 21, 2023
Limited
Bank of
(v) Bahrain and 1 - 27.43 - 8.75 to 12 - Quarterly November 22, 2020 to
9.45 November 22, 2023
Kuwait
(vi) Yes Bank 20 - 17.17 - 9.40 to 10 24 to 26 - Monthly May 08, 2019 to
May 15, 2022
----- End of picture text -----
NCC LIMITED
94
Notes forming part of the financial statements
18.2 i) Term Loans from Others Parties:
Secured by hypothecation of specific assets purchased out of loan, comprising Plant and Machinery and Construction equipment.
The details of rate of interest and repayment terms of term loans are as under.
==> picture [490 x 175] intentionally omitted <==
----- Start of picture text -----
Number of Loans Outstanding balance Interest Balance number of
outstanding As at As at ( ` in crores) Range Installments as at Frequency of Commencing
S.No. Particulars
% per Installments From- To
31.03.2020 31.03.2019 31.03.2020 31.03.2019 31.03.2020 31.03.2019
annum
September 05,
SREI Equipment
(i) 45 45 22.80 71.95 8.75 to 11 2 to 13 15 to 26 Monthly 2017 to May 05,
Finance Limited
2021
Tata Capital
Financial 8.50 to Monthly / Jan 21, 2018 to
(ii) 8 8 46.28 6.62 8 to 28 3 to 22
Services 11.75 Quarterly July 21, 2022
Limited
Daimler Financial October 13, 2018
(iii) Services India 2 2 2.88 4.78 8.42 16 to 17 28 to 29 Monthly to August 04,
(Private) Limited 2021
Volvo Financial January 02, 2019
(iv) Services (India) 37 37 25.34 36.38 9.16 24 36 Monthly to March 02,
Private Limited 2022
----- End of picture text -----*
-
Term Loan from Tata Capital Financial Services Limited, for March 31, 2020
**46.28 Nil, March 31, 2019**6.62 crores is secured by: -
Personal Guarantee of the promoters i.e., Sri. A.A.V. Ranga Raju and Sri. A.G.K. Raju.
-
First and Exclusive Charge on the assets being procured / financed and Collateral Charge on two properties.
-
ii) Term Loan from A.K. Capital Services Ltd, Mumbai for March 31, 2020
**Nil, March 31, 2019**20.00 crores is secured by: -
First ranking pari passu charge by way of mortgage of 2 properties in favour of the security trustee.
-
Unconditional and irrevocable personal guarantees of the promoters i.e., Sri. A.A.V. Ranga Raju and Sri. A.G.K. Raju for all the dues under facility in the form approved by the lender.
-
This is payable in 3 installments with tenor of 18 months commencing from November 05, 2018, February 05, 2019 and May 05, 2019 carry interest @ 10.75 % with monthly rests
-
Final installment of ` 20.00 crores is due as at March 31, 2019 which is payable on May 05, 2019 and paid on the same date.
iii) Term Loan from Hero Fincorp Ltd, for March 31, 2020 **41.00 crores, March 31, 2019** 80.00 crores is secured by:
-
Pari passu first charge by the way of equitable mortgage of 2 properties
-
Personal guarantees of Sri. A.A.V. Ranga Raju and Sri. A.G.K. Raju for all the dues under facility.
-
This is payable in 18 monthly installments commencing from March 03, 2019 to December 03, 2020 carry interest @ 12 % per annum
18.3 Unsecured term loan from other parties:
|S.No.|Particulars|Number of Loans
outstandingAs at|Number of Loans
outstandingAs at|Outstanding balance
As at(in crores)|Outstanding balance<br>As at(in crores)|Interest
Range %|Balance number of
Installments as at|Balance number of
Installments as at|Frequency of
Installments|Commencing
From- To|
|---|---|---|---|---|---|---|---|---|---|---|
|||31.03.2020|31.03.2019|31.03.2020|31.03.2019|
per annum|31.03.2020|31.03.2019|||
|(i)|Hewlett Packard
Financial
Services Limited|7|7|32.27|52.17|8.99 to
9.52|5 to 8|9 to 12|Quarterly|July 31, 2018
to January 31,
2022|
|(ii)|CISCO Systems
Capital Private
Limited|8|8|13.73|24.22|5.02 to
8.66|4 to 6|8 to 10|Quarterly|May 10, 2018
to August 05,
2021|
18.4 Vehicle Loans:
Vehicle loans are secured by hypothecation of the vehicles financed through the loan arrangements. Such loans are repayable in equal monthly installments over a period of 3 to 5 years and carry interest rate ranging between 7.78 % to 9.37 % per annum.
Annual Report 2019-20
95
Notes forming part of the financial statements
|(in crores)|(in crores)|(in crores)|(in crores)|(`in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31, 2019||
|19
Trade Payables|||||
|Retention money||46.62||107.93|
|Total||46.62||107.93|
|20
Provisions|||||
|Provision for Employee Benefits|||||
|Gratuity (Refer note 20.1)||37.41||21.79|
|Total||37.41||21.79|
- 20.1 In accordance with the Payment of Gratuity Act, 1972 the company provides for gratuity covering eligible employees. The liability on account of gratuity is covered partially through a recognized Gratuity Fund managed by Life Insurance Corporation of India (LIC) and balance is provided on the basis of valuation of the liability by an independent actuary as at the year end. The management understands that LIC overall portfolio of assets is well diversified and as such, the long term return on the policy is expected to be higher than the rate of return on Central Government bonds.
A Defined benefit plans
-
(i) Liability for gratuity as on March 31, 2020 is
48.16 crores (31.03.2019:32.88 crores) of which4.05 crores (31.03.2019:6.36 crores) is funded with the Life Insurance Corporation of India. The balance of44.11 crores (31.03.2019:26.52 crores) is included in Provision for Gratuity. -
(ii) Details of the Company’s post-retirement gratuity plans for its employees including whole-time directors are given below, which is certified by the actuary.
Amount to be recognised in Balance Sheet:
( ` in crores)
| Amount to be recognised in Balance Sheet: | (`in crores) | |
|---|---|---|
| As at March 31, 2020 |
As at March 31, 2019 |
|
| Present Value of Funded Obligations | 48.16 | 32.88 |
| Fair Value of Plan Assets | (4.05) | (6.36) |
| Net Liability | 44.11 | 26.52 |
- (iii) Expenses to be recognized in Statement of Profit and Loss under Employee Benefit Expenses:
( ` in crores)
| Year Ended March 31, 2020 |
Year Ended March 31, 2019 |
|
|---|---|---|
| Current Service Cost | 6.31 | 5.83 |
| Interest on Defined Benefit Obligation | 2.34 | 1.56 |
| Expected Return on Plan assets | (0.40) | (0.36) |
| Total included in "Employee Benefits Expense" | 8.25 | 7.03 |
NCC LIMITED
96
Notes forming part of the financial statements
(iv) Expenses to be recognized in Statement of Profit and Loss under Other Comprehensive Income:
| Expenses to be recognized in Statement of Profit and Loss under Other Comprehensive Income: | Expenses to be recognized in Statement of Profit and Loss under Other Comprehensive Income: | Expenses to be recognized in Statement of Profit and Loss under Other Comprehensive Income: |
|---|---|---|
| (`in crores) | ||
| Year Ended March 31, 2020 |
Year Ended March 31, 2019 |
|
| Return on Plan Assets | 0.41 | 0.16 |
| Net Actuarial Losses/ (Gains)Recognised in Year | 11.43 | 7.60 |
| Total included in "Other Comprehensive Income" | 11.84 | 7.76 |
(v) Reconciliation of benefit obligation and plan assets for the year:
| Reconciliation of benefit obligation and plan assets for the year: | Reconciliation of benefit obligation and plan assets for the year: | Reconciliation of benefit obligation and plan assets for the year: |
|---|---|---|
| (`in crores) | ||
| Year Ended March 31, 2020 |
Year Ended March 31, 2019 |
|
| Change in Defined Benefit Obligation | ||
| OpeningDefined Benefit Obligation | 32.88 | 21.08 |
| Current Service Cost | 6.31 | 5.83 |
| Interest Cost | 2.34 | 1.56 |
| Actuarial Losses/ (Gain) | 11.43 | 7.60 |
| Benefits Paid | (4.80) | (3.19) |
| Closing Defined Benefit Obligation | 48.16 | 32.88 |
| OpeningFair Value of Plan assets | 6.36 | 3.18 |
| Expected Return on Plan Assets | (0.01) | 0.20 |
| Contributions | 2.50 | 6.17 |
| Benefits Paid | (4.80) | (3.19) |
| Closing Fair Value of Plan Assets | 4.05 | 6.36 |
| Expected Employer's Contribution Next Year | 15.00 | 13.27 |
(vi) Asset information:
| Asset information: | Asset information: | Asset information: |
|---|---|---|
| (`in crores) | ||
| As at March 31, 2020 |
As at March 31, 2019 |
|
| Categoryof Assets | ||
| Insurer Managed Funds –Life Insurance Corporation of India | 100% | 100% |
| Amount -`in crores | 4.05 | 6.36 |
(vii) Experience Adjustments:
| Experience Adjustments: | Experience Adjustments: | Experience Adjustments: | Experience Adjustments: | Experience Adjustments: | Experience Adjustments: |
|---|---|---|---|---|---|
| (`in crores) | |||||
| 2019-20 | 2018-19 | 2017-18 | 2016-17 | 2015-16 | |
| Defined Benefit Obligations(DBO) | 48.16 | 32.88 | 21.08 | 14.32 | 12.32 |
| Plan Assets | 4.05 | 6.36 | 3.18 | 3.19 | 4.12 |
| Surplus/ (Deficit) | (44.11) | (26.52) | (17.90) | (11.13) | (8.20) |
| Experience Adjustments on Plan Assets | 0.25 | 0.25 | 0.25 | 0.28 | 0.26 |
Annual Report 2019-20
97
Notes forming part of the financial statements
(viii) Sensitivity Analysis:
==> picture [471 x 249] intentionally omitted <==
----- Start of picture text -----
( ` in crores)
Gratuity Plan
As at As at
March 31, 2020 March 31, 2019
Assumptions
Discount rate 6.80% 7.65%
Estimated rate of return on plan assets 8.25% 8.25%
Expected rate of salary increase 0% to 7% 7.00%
Attrition rate 2% to 19% 2% to 20%
Sensitivity analysis – DBO at the end of the year
Discount rate + 100 basis points (6.10%) (6.20%)
Discount rate - 100 basis points 6.90% 7.00%
Salary increase rate +1% 6.70% 6.40%
Salary increase rate -1% (6.10%) (5.90%)
Attrition rate +1% 0.40% 0.30%
Attrition rate -1% (0.50%) (0.30%)
----- End of picture text -----
The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
(ix) The following pay-outs are expected in future years:
==> picture [472 x 102] intentionally omitted <==
----- Start of picture text -----
( ` in crores)
Particulars March 31, 2020
March 31, 2021 6.71
March 31, 2022 4.48
March 31, 2023 4.38
March 31, 2024 4.58
March 31, 2025 4.15
----- End of picture text -----
20.2 The Liability for Cost of Compensated absences is 41.57 crores (31.03.2019: 35.16 crores) has been actuarially determined and provided for in the books.
20.2The Liability for Cost of Compensated absences is41.57 crores (31.03.2019:35.16 crores) has been actuarially determined andprovided for in the books. |
20.2The Liability for Cost of Compensated absences is41.57 crores (31.03.2019:35.16 crores) has been actuarially determined andprovided for in the books. |
20.2The Liability for Cost of Compensated absences is41.57 crores (31.03.2019:35.16 crores) has been actuarially determined andprovided for in the books. |
|---|---|---|
| (`in crores) | ||
| As at March 31, 2020 | As at March 31,2019 | |
| 21 Borrowings |
||
| Loans repayable on demand | ||
| Secured Loans - Banks | ||
| WorkingCapital Demand Loan(Refer note 21.1) | 1,231.87 | 840.10 |
| Cash Credit(Refer note 21.1) | 245.99 | 576.21 |
| Total | 1,477.86 | 1,416.31 |
NCC LIMITED
98
Notes forming part of the financial statements
21.1 Working Capital Demand Loans and Cash Credit facilities availed from consortium of banks are secured by:
-
a) Hypothecation against first charge on stocks, book debts and other current assets of the Company, (excluding specific projects) both present and future, ranking parri passu amongst consortium banks.
-
b) Collateral Security pari passu first charge (Equitable Mortgage / Hypothecation, Pledge) amongst the members of consortium on unencumbered movable of fixed assets of the Company at WDV, Shares of NCC Infrastructure Holdings Limited (Refer note 4.3).
-
c) Equitable mortgage of eight properties (Land & Buildings).
-
d) Personal Guarantee / Third Party Guarantee of Sri. A A V Ranga Raju.
These facilities carry an interest rate of 8.70% to 11.80% per annum.
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
|22
Trade Payables|||||
|Micro and small enterprises||30.79||13.02|
|Other than micro and small enterprises|||||
|Acceptances|455.01||291.13||
|Other than Acceptances(includes retention money payable)|3,450.62||4,080.24||
|||3,905.63||4,371.37|
|Total||3,936.42||4,384.39|
|22.1
Trade payable other than acceptances include certain dues to
Micro and Small Enterprises, under the Micro, Small and Medium
Enterprises Development Act, 2006 that have been determined
based on the information available with the company and the
required disclosures aregiven below:|||||
|a)
Principal amount remainingunpaid||30.79||13.02|
|b)
Interest due thereon||0.45||0.19|
|c)
Interest paid by the Company in terms of Section 16 of Micro,
Small and Medium Enterprises Development Act, 2006, along
with the amount of the payment made to the supplier beyond
the appointed dayduringtheyear.||-|||
|d)
Interest due and payable for the period of delay in making
payment (which have been paid but beyond the day during the
year) but without adding the interest specified under Micro,
Small and Medium Enterprises Development Act,2006.||-||-|
|e)
Interest accrued and remaining unpaid at the end of accounting
year||-||-|
|f)
Further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as
above are actually paid to the small enterprises.||-||-|
|23
Other Financial Liabilities|||||
|Current maturities of LongTerm Borrowings(Refer note 18)||258.57||257.00|
|Interest Accrued but not due on borrowings and others||77.04||32.24|
|Unpaid Dividend Accounts(Refer note 11.6)||0.56||0.43|
|Other Payables|||||
|Interest Accrued on Trade Payables(Refer note 22.1)||0.45||0.19|
|Total||336.62||289.86|
Annual Report 2019-20
99
Notes forming part of the financial statements
| Notes forming part of the financial statements | Notes forming part of the financial statements | Notes forming part of the financial statements | Notes forming part of the financial statements | Notes forming part of the financial statements |
|---|---|---|---|---|
| (`in crores) | ||||
| 24 Provisions |
As at March 31, 2020 | As at March 31,2019 | ||
| Provision for Employee Benefits | ||||
| Compensated absences(Refer note 20.2) | 41.57 | 35.16 | ||
| Gratuity (Refer note 20.1) | 6.70 | 4.73 | ||
| Total | 48.27 | 39.89 | ||
| 25 Current Tax Liabilities(Net) |
||||
| Provision for Tax(Net of Advance Tax) | 62.23 | 62.88 | ||
| 26 Other Current Liabilities |
||||
| TDS/Service Tax/Otherpayable | 26.42 | 34.83 | ||
| Goods and Service Taxpayable | 0.80 | 7.42 | ||
| Contract Liabilities | ||||
| Mobilisation Advance from Customers | 1,296.86 | 1,522.04 | ||
| Advances from Customers | 130.69 | 98.65 | ||
| Advances from others | 90.88 | 95.86 | ||
| Total | 1,545.65 | 1,758.80 |
( ` in crores)
| Year Ended March 31, 2020 |
Year Ended March 31, 2020 |
Year Ended March 31,2019 |
Year Ended March 31,2019 |
|
|---|---|---|---|---|
| 27 Revenue from Operations |
||||
| Income from Contracts and Services | 8,199.35 | 12,066.88 | ||
| Other OperatingIncome | 19.45 | 12.88 | ||
| Total | 8,218.80 | 12,079.76 | ||
| 28 Other Income |
||||
| Interest Income | ||||
| Deposits and Others | 17.60 | 10.54 | ||
| Loans and Advances | 47.51 | 50.93 | ||
| Income Tax refund | 12.78 | 1.13 | ||
| Others | 3.98 | 3.99 | ||
| Net Gain/ (Loss)on foreign currencytransactions | 1.50 | 4.35 | ||
| Other Non-OperatingIncome | ||||
| Rental Income from operatinglease on investmentproperty | 4.76 | 3.93 | ||
| Profit on Sale of Property, Plant and Equipment / Investment Property (Net) |
41.17 | 19.18 | ||
| Miscellaneous Income | 21.97 | 24.20 | ||
| Total | 151.27 | 118.25 | ||
| 29 Cost of Materials Consumed |
||||
| Construction Materials,Stores and Spares | ||||
| OpeningStock | 497.82 | 381.41 | ||
| Add : Purchases | 2,946.28 | 4,880.00 | ||
| 3,444.10 | 5,261.41 | |||
| Less : ClosingStock | 499.41 | 497.82 | ||
| Total Consumption | 2,944.69 | 4,763.59 |
NCC LIMITED
100
Notes forming part of the financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||Year Ended
March 31, 2020||Year Ended
March 31,2019||
|30
Construction Expenses|||||
|
Transport Charges||59.72||98.75|
|
Operation and Maintenance|||||
|
Machinery|253.53||127.82||
|Others|16.19||17.58||
|||269.72||145.40|
|Hire Charges for Machinery and others|123.80||174.06||
|
Power and Fuel|28.42||33.24||
|Technical Consultation|57.73||101.41||
|Royalties, Seigniorage and Cess|21.57||31.25||
|
Other Expenses|321.25||330.11||
|
Expected credit loss for unbilled revenue|46.60||7.09||
|||599.37||677.16|
|Total||928.81||921.31|
|||(`incrores)|||
||Year Ended
March 31, 2020||Year Ended
March 31, 2019||
|31
Employee Benefits Expense|||||
|
Salaries and Other Benefits||392.76||397.04|
|Contribution to Provident Fund and Other Funds (Refer note
20.1 and 31.1)||36.35||35.78|
|
Staff Welfare Expenses||6.12||6.50|
|
Total||435.23||439.32|
31.1 Defined contribution plans
The Company made Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised 18.54 crores (31.03.2019: 18.59 crores) for Provident Fund contributions and 9.59 crores (31.03.2019: 8.25 crores) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
31.2 Refer note 20.1 and 20.2 for expenses recognised for gratuity and cost of compensated absences of employees.
( ` in crores)
| Year Ended March 31, 2020 |
Year Ended March 31, 2020 |
Year Ended March 31, 2019 |
Year Ended March 31, 2019 |
|
|---|---|---|---|---|
| 32 Finance Costs |
||||
| Interest Expense on | ||||
| Borrowings | ||||
| Term Loans | 45.57 | 35.64 | ||
| Working Capital Demand Loans and Cash Credit | 190.93 | 165.83 | ||
Mobilisation Advance |
139.26 | 131.59 | ||
| Others | 7.18 | 5.07 | ||
| 382.94 | 338.13 | |||
| Other Borrowing Costs | ||||
Commission on-Bank Guarantees |
109.32 | 93.35 | ||
| -Letters of Credit | 16.23 | 12.53 | ||
| 125.55 | 105.88 | |||
| Bank and Other Financial Charges | 9.38 | 7.25 | ||
Total |
517.87 | 451.26 |
Annual Report 2019-20
101
Notes forming part of the financial statements
|(in crores)|(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||**Year Ended**<br>**March 31, 2020**||<br>Year Ended<br>March 31, 2019||
|**33**<br>**Other Expenses**|||||
|<br>Rent||**58.39**||63.97|
|Travelling and Conveyance||**26.50**||27.71|
|<br>Office Maintenance||**23.02**||25.22|
|Electricity Charges||**8.56**||8.09|
|<br>Rates and Taxes||**5.35**||4.91|
|Consultation Charges||**12.15**||11.27|
|<br>Postage, Telegrams and Telephones||**3.15**||3.59|
|<br>Insurance||**17.01**||10.81|
|Printing and Stationery||**5.35**||5.45|
|<br>Legal and Professional Charges||**12.12**||16.16|
|<br>Auditors'Remuneration (Refer note 33.1)||**1.67**||1.72|
|<br>Directors'Sitting Fees||**0.33**||0.26|
|<br>Trade Receivables / Advances written off||**-**||7.35|
|<br>Provision for Doubtful Trade Receivables / Advances / Others||**21.25**||57.18|
|<br>Tender Schedule Expenses||**0.87**||2.14|
|<br>Donations and Electoral Bonds (includes40.00 crores
Electoral Bonds for the year ended 31.03.2020 (31.03.2019:
`20.00 crores))||40.32||22.77|
|
CSR Expenditure (Refer note 40)||8.38||6.14|
|
Miscellaneous Expenses||14.14||12.21|
|
Total||258.56||286.95|
|33.1
Auditors’Remuneration|||||
|Statutory Audit fee||1.57||1.57|
|
Certification fee||0.10||0.15|
|Total||1.67||1.72|
|34
Tax Expense|||||
|
Current Tax||174.26||308.26|
|Earlier year taxes (net)||(74.21)||0.47|
|
Deferred Tax||(28.73)||9.05|
|Total||71.32||317.78|
34.1 Reconciliation of tax expense to the accounting profit is as follows:
| 34.1 Reconciliation of tax expense to the accounting profit is as | follows: | follows: | follows: | follows: |
|---|---|---|---|---|
| (`in crores) | ||||
| Year ended March 31, 2020 |
Year ended March 31, 2019 |
|||
| Accounting profit before tax | 453.36 | 881.69 | ||
| Tax expense at statutory tax rate at 34.944% | 158.42 | 308.10 | ||
| Adjustments: | ||||
| Effect of income that is exempt from taxation | (2.39) | (1.02) | ||
| Adjustments recognised in the current year in relation to the current tax of prior years |
(74.21) | 0.47 | ||
| Effect of expenses that are not deductible in determining taxable profit |
15.82 | 13.57 | ||
| Effect of capital gains set off with unused capital losses | (15.46) | (2.91) | ||
| Adjustments recognised in the current year in relation to the MAT credit / reversal of DTA of prior years |
(13.45) | - | ||
| Others including effect of change in rate of tax | 2.59 | (0.43) | ||
| (87.10) | 9.68 | |||
| Tax expense reported in the Statement of Profit and Loss | 71.32 | 317.78 |
NCC LIMITED
102
Notes forming part of the financial statements
34.2 Income tax credit / (expense) recognized in Other Comprehensive Income:
| 34.2 Income tax credit / (expense) recognized in Other Comprehensive Income: | 34.2 Income tax credit / (expense) recognized in Other Comprehensive Income: | 34.2 Income tax credit / (expense) recognized in Other Comprehensive Income: |
|---|---|---|
| (`in crores) | ||
| Year ended March 31, 2020 |
Year ended March 31, 2019 |
|
| Tax effect on actuarial gains/losses on defined benefit obligations | 4.13 | 2.72 |
| 35 Contingent Liabilities and Commitments (to the extent not provided for) (i) Contingent Liability |
==> picture [510 x 283] intentionally omitted <==
----- Start of picture text -----
( ` in crores)
As at As at
March 31, 2020 March 31, 2019
(a) Matters under litigation
Claims against the company not acknowledged as debt
- Disputed sales tax / entry tax liability for which the Company preferred appeal 298.84 330.90
- Disputed central excise duty relating to clearance of goods of LED division in favour of 0.46 0.46
Developers of SEZ, for which the Company has filed an appeal to CESTAT, Bangalore
- Disputed Service tax liability for which the Company preferred appeal 96.31 96.31
- Others 26.08 28.27
interest, if any, not ascertainable after the date of order.
(b) Guarantees
Counter Guarantees given to the Bankers ** - 2.44
Corporate Guarantees given to Banks for financial assistance extended to Subsidiaries. 214.42 607.35
Excludes Guarantees given against Company’s liabilities, in terms of Guidance Note issued by the Institute of Chartered
Accountants of India.
The Company has filed claims and has also filed counter claims in several legal disputes related to construction contracts and
same are pending before legal authorities. The Management does not expect any material adverse effect on its financial
position.
----- End of picture text -----**
(ii) Commitments
| (ii) Commitments | (ii) Commitments | (ii) Commitments |
|---|---|---|
| (`in crores) | ||
| As at March 31, 2020 |
As at March 31, 2019 |
|
| (a) Estimated amount of contracts remaining to be executed on capital account and not provided for. |
2.56 | 70.15 |
| (b) Future Export commitments on account of import of machinery and equipments at concessional rate of duty under EPCG scheme |
2.99 | 2.99 |
Annual Report 2019-20
103
Notes forming part of the financial statements
36. Related Party Transactions
==> picture [510 x 558] intentionally omitted <==
----- Start of picture text -----
i) Following is the list of related parties and relationships:
S.No Particulars S.No Particulars
List of entities over which control exist 33 Sri Raga Nivas Ventures Private Limited
A) Subsidiaries 34 Mallelavanam Property Developers Private Limited
1 NCC Infrastructure Holdings Limited 35 Sradha Real Estates Private Limited [$]
2 NCC Urban Infrastructure Limited 36 Siripada Homes Private Limited [$]
3 NCC Vizag Urban Infrastructure Limited 37 NJC Avenues Private Limited
4 Nagarjuna Construction Co. Ltd and Partners L.L.C. [$$$] 38 NCC WLL []
5 NCC Infrastructure Holdings Mauritius Pte Limited 39 Al Mubarakia Contracting Co. L.L.C.
NCCA International Kuwait General Contracts
6 Nagarjuna Construction Company International L.L.C. 40
Company L.L.C.
7 Nagarjuna Contracting Co. L.L.C. 41 Samashti Gas Energy Limited
8 Patnitop Ropeway and Resorts Limited [#] 42 NCC Infra Limited
9 Vaidehi Avenues Limited 43 NCC Urban Homes Private Limited
10 NCC International Convention Centre Limited [$] 44 NCC Urban Ventures Private Limited
11 NCC Oil & Gas Limited [# #] 45 NCC Urban Meadows Private Limited [$]
12 Aster Rail Private Limited 46 NCC Urban Villas Private Limited [$]
13 Pachhwara Coal Mining Private Limited 47 Nagarjuna Suites Private Limited [$]
14 Talaipalli Coal Mining Private Limited 48 OB Infrastructure Limited
Step-Down Subsidiaries 49 Savitra Agri Industrial Park Private Limited
15 Liquidity Limited [@@] B) Associates
16 Dhatri Developers & Projects Private Limited 50 Paschal Form Work (India) Private Limited
17 Sushanti Avenues Private Limited 51 Nagarjuna Facilities Management Services L.L.C.
18 Sushrutha Real Estate Private Limited 52 Jubilee Hills Landmark Projects Private Limited [^]
19 PRG Estates LLP [@] 53 Tellapur Technocity Private Limited [$$]
20 Thrilekya Real Estates LLP [@] 54 Tellapur Technocity (Mauritius) [#]
21 Varma Infrastructure LLP [@] 55 Apollonius Coal and Energy Pte. Ltd.
22 Nandyala Real Estates LLP [@] 56 Ekana Sportz City Private Limited
23 Kedarnath Real Estates LLP [@] 57 Brindavan Infrastructure Company Limited
24 AKHS Homes LLP [@] 58 Pondicherry Tindivanam Tollway Limited
25 JIC Homes Private Limited C) Key Management Personnel
26 Sushanti Housing Private Limited 59 Sri. A.A.V. Ranga Raju
27 CSVS Property Developers Private Limited 60 Sri. A.S.N. Raju
28 Vera Avenues Private Limited 61 Sri. A.G.K. Raju
29 Sri Raga Nivas Property Developers LLP [@] 62 Sri. A.V.N. Raju
30 VSN Property Developers LLP [@] 63 Sri. J.V. Ranga Raju
31 M A Property Developers Private Limited 64 Sri. Ramachandra Venkataraman Shastri [@@@]
32 Vara Infrastructure Private Limited [$] 65 Sri. Utpal Hemendra Sheth
----- End of picture text -----**
NCC LIMITED
104
Notes forming part of the financial statements
i) Following is the list of related parties and relationships:
==> picture [510 x 435] intentionally omitted <==
----- Start of picture text -----
S.No Particulars S.No Particulars
Enterprises owned or significantly influenced
66 Smt. Renu Challu E) by key management personnel or their
relatives
67 Sri. Ravi Shankararamaiah 91 NCC Blue Water Products Limited
68 Sri. Hemant Madhusudan Nerurkar 92 NCC Finance Limited [#]
69 Dr. Durga Prasad Subramanyam Anapindi 93 Shyamala Agro Farms Private Limited
70 Sri. Neeraj Mohan [# # #] 94 Ranga Agri Impex LLP [@]
71 Sri. R.S. Raju 95 NCC Foundation
72 Sri. M.V. Srinivasa Murthy 96 Sirisha Projects Private Limited
D) Relatives of Key Management Personnel 97 Narasimha Developers Private Limited
73 Dr. A.V.S. Raju 98 Avathesh Property Developers Private Limited
74 Smt. A. Satyanarayanamma 99 Arnesh Ventures Private Limited
75 Sri. N.R. Alluri 100 AVSR Holdings Private Limited
76 Sri. A. Srinivasa Rama Raju 101 Sridevi Properties
77 Smt. BH. Kaushalya 102 Matrix Security and Surveillance Private Limited
78 Smt. J. Sridevi 103 Jampana Constructions Private Limited
Shri Aruna Constructions Private Limited
79 Smt. J. Sowjanya 104
(w.e.f. September 29, 2018)
80 Smt. A. Arundhati
81 Smt. M. Swetha
82 Sri. J. Krishna Chaitanya Varma
83 Smt. A. Subhadra Jyotirmayi
84 Smt. A. Shyama
85 Smt. A. Suguna
86 Sri. A. Sri Harsha Varma
87 Sri. S.R.K. Surya Srikrishna Raju
88 Sri. A. Vishnu Varma
89 Smt. A. Nikitha
90 Sri. U. Sunil
----- End of picture text -----
-
Under voluntary liquidation.
-
# Struck off from the register of companies with effect from November 28, 2019. ** Liquidated with effect from June 18, 2019.
-
^ Ceased to be Associate with effect from May 22, 2018.
-
$$$ Liquidated with effect from June 19, 2019. @ Converted from Limited Liability Company to Limited Liability Partnership during the previous year.
-
@@ Merged with “NCC Infrastructure Holdings Mauritius Pte. Limited” with effect from July 01,2018. $$ Ceased to be associate with effect from November 16, 2019. $ Applied for strike off of the name.
-
# # Key Management Person upto May 07, 2018. @@@ Key Management Person upto September 24, 2019.
Annual Report 2019-20
105
Notes forming part of the financial statements
(ii) Related Party transactions during the year are as follows:
==> picture [510 x 79] intentionally omitted <==
----- Start of picture text -----
( ` in crores)
Enterprises owned
Subsidiaries and significantly
Key Management
(including influenced by
S.No Particulars Associates personnel and
Step-down key management
relatives
Subsidiaries) personnel or their
relatives
----- End of picture text -----
| S.No | Particulars | Subsidiaries (including Step-down Subsidiaries) |
Subsidiaries (including Step-down Subsidiaries) |
Associates | Associates | Key Management personnel and relatives |
Key Management personnel and relatives |
Enterprises owned and significantly influenced by key management personnel or their relatives |
Enterprises owned and significantly influenced by key management personnel or their relatives |
|---|---|---|---|---|---|---|---|---|---|
| 2019-20 | 2018-19 | 2019-20 | 2018-19 | 2019-20 | 2018-19 | 2019-20 | 2018-19 | ||
| 1 | Investment in Equityshares | 1.89 | - | - | - | - | - | - | - |
| 2 | Loan/Interest Accrued converted to Equityshares | 10.99 | - | - | - | - | - | - | - |
| 3 | Advances converted to Compulsory Convertible Debentures |
- | 0.12 | - | - | - | - | - | - |
| 4 | Moneyreceived on reduction of share capital | 1.19 | - | - | - | - | - | - | - |
| 5 | Investments written-off | 0.04 | - | - | - | - | - | - | - |
| 6 | Loansgranted | 166.04 | 60.05 | - | - | - | - | - | - |
| 7 | Loan repayment received | 57.62 | 207.50 | - | - | - | - | - | - |
| 8 | Advancesgranted | 24.12 | 36.67 | - | 0.84 | - | - | 106.74 | 107.59 |
| 9 | Advances Repayment Received/Adjusted | 9.10 | 7.29 | 0.10 | 1.13 | - | - | 0.11 | 0.69 |
| 11 | Advances Repaid/Adjusted | 1.20 | 85.10 | - | - | - | - | - | - |
| 12 | Mobilisation Advance Recovered / Adjusted from the Company |
- | - | - | 1.50 | - | - | - | - |
| 13 | Mobilisation Advance Recovered / Adjusted by the Company |
- | - | - | - | - | - | 6.80 | 8.95 |
| 14 | Retention Moneyrecovered | - | 3.93 | - | - | - | - | - | - |
| 15 | Interest Received/Adjusted | 51.47 | 50.70 | - | - | - | - | - | - |
| 16 | Remittance to Trade Payables | 0.23 | 0.31 | - | - | - | - | 19.85 | 5.00 |
| 17 | Trade/Accounts Receivables realised | - | 0.35 | 2.35 | - | - | - | - | - |
| 18 | Advances/Interest Written off | - | 20.82 | - | - | - | - | - | - |
| 19 | Revenue from Operations | 1.42 | 0.20 | - | - | - | - | - | - |
| 20 | Material Purchase & Services | 0.06 | - | 0.74 | - | - | - | - | |
| 21 | Purchase of Property,Plant and Equipment | 1.88 | 1.45 | - | - | - | - | - | - |
| 22 | Sale of Property,Plant and Equipment | 0.03 | 0.64 | - | - | - | - | - | - |
| 23 | Interest Income | 47.51 | 50.93 | - | - | - | - | - | - |
| 24 | Reimbursement of Expenses | 2.91 | 2.16 | 0.06 | 2.90 | 0.02 | - | 2.66 | 1.64 |
| 25 | Sub-Contractors work bills | 18.40 | 31.46 | - | - | - | - | 154.36 | 97.87 |
| 26 | Remuneration(Includingcommission)* | ||||||||
| Short-term employee benefits | - | - | - | - | 21.28 | 32.16 | - | - | |
| Post employee benefits | - | - | - | - | 1.22 | 1.18 | - | - | |
| 27 | Directors SittingFees | - | - | - | - | 0.33 | 0.26 | - | - |
| 28 | Rent income | 0.05 | 0.06 | - | - | - | - | - | - |
| 29 | Rent expenses | 0.05 | 0.01 | - | - | 0.65 | 0.67 | 10.05 | 10.06 |
| 30 | Dividendpaid | - | - | - | - | 7.77 | 5.19 | 8.50 | 5.65 |
| 31 | Corporate Guarantees revoked/expired | 452.06 | 176.66 | - | - | - | - | - | - |
| 32 | Counter Guarantees revoked/expired | - | 59.00 | - | - | - | - | - | - |
- As the future liabilities for gratuity and leave encashment is provided on actuarial basis for the Company as a whole, the amount pertaining to the Directors is not ascertainable, therefore not included above.
NCC LIMITED
106
Notes forming part of the financial statements
(iii) Related Party balances outstanding are as follows:
==> picture [511 x 97] intentionally omitted <==
----- Start of picture text -----
( ` in crores)
Enterprises owned
and significantly
Subsidiaries Key Management
influenced by
(including Step-down Associates personnel and
key management
Subsidiaries) relatives
S.No Particulars personnel or their
relatives
As at As at As at As at As at As at As at As at
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2020 2019 2020 2019 2020 2019 2020 2019
----- End of picture text -----
| S.No | Particulars | Subsidiaries (including Step-down Subsidiaries) |
Subsidiaries (including Step-down Subsidiaries) |
Associates | Associates | Key Management personnel and relatives |
Key Management personnel and relatives |
Enterprises owned and significantly influenced by key management personnel or their relatives |
Enterprises owned and significantly influenced by key management personnel or their relatives |
|---|---|---|---|---|---|---|---|---|---|
| As at March 31, 2020 |
As at March 31, 2019 |
As at March 31, 2020 |
As at March 31, 2019 |
As at March 31, 2020 |
As at March 31, 2019 |
As at March 31, 2020 |
As at March 31, 2019 |
||
| 1 | Debit Balances outstanding | ||||||||
| NCC Urban Infrastructure Limited | 415.99 | 284.86 |
- |
- |
- |
- |
- |
- |
|
| NCC Vizag Urban Infrastructure Limited | 191.99 | 191.95 |
- |
- |
- |
- |
- |
- |
|
| NCC Infrastructure Holdings Mauritius Pte. Limited | 57.49 | 91.07 |
- |
- |
- |
- |
- |
- |
|
| Nagarjuna Construction Company International L.L.C | 19.75 | 19.73 |
- |
- |
- |
- |
- |
- |
|
| NCC Infrastructure Holdings Limited | - | 8.44 |
- |
- |
- |
- |
- |
- |
|
| Vaidehi Avenues Limited | 0.18 | 0.15 |
- |
- |
- |
- |
- |
- |
|
| Aster Rail Private Limited | 6.14 | 5.12 |
- |
- |
- |
- |
- |
- |
|
| Pachhwara Coal Mining Private Limited | 0.06 | 0.09 |
- |
- |
- |
- |
- |
- |
|
| Talaipalli Coal Mining Private Limited | 0.12 | 0.03 |
- |
- |
- |
- |
- |
- |
|
| Tellapur Technocity Private Limited | - | - |
- |
0.03 |
- |
- |
- |
- |
|
| Paschal Form Work (India) Private Limited | - | - |
0.08 |
0.08 |
- |
- |
- |
- |
|
| Brindavan Infrastructure Company Limited | - | - |
0.24 |
0.59 |
- |
- |
- |
- |
|
| Ekana Sportz City Private Limited | - | - |
50.25 |
52.26 |
- |
- |
- |
- |
|
| Sridevi Properties | - | - |
- |
- |
- |
- |
0.19 |
0.19 |
|
| Jampana Constructions Private Limited | - | - |
- |
- |
- |
- |
0.95 |
21.31 |
|
| Shri Aruna Constructions Private Limited | - | - |
- |
- |
- |
- |
15.00 |
41.22 |
|
| Matrix Security and Surveillance Private Limited | - | - |
- |
- |
- |
- |
0.36 |
- |
|
| Sri J V Ranga Raju | - | - |
- |
- |
0.08 |
0.08 |
- |
- |
|
| Smt J Sowjanya | - | - |
- |
- |
0.10 |
0.10 |
- |
- |
|
| Smt J.Sridevi | - | - |
- |
- |
0.08 |
0.08 |
- |
- |
|
| Sri J.Krishna Chaitanya Varma | - | - |
- |
- |
0.13 |
0.13 |
- |
- |
|
| Corporate Guarantees outstanding | |||||||||
| Nagarjuna Construction Company International L.L.C. |
214.42 | 603.78 |
- |
- |
- |
- |
- |
- |
|
| Nagarjuna Contracting Company L.L.C., Dubai | - | 45.84 |
- |
- |
- |
- |
- |
- |
Annual Report 2019-20
107
Notes forming part of the financial statements
(iii) Related Party balances outstanding are as follows:
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----- Start of picture text -----
( ` in crores)
Enterprises owned
and significantly
Subsidiaries Key Management
influenced by
(including Step-down Associates personnel and
key management
Subsidiaries) relatives
S.No Particulars personnel or their
relatives
As at As at As at As at As at As at As at As at
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2020 2019 2020 2019 2020 2019 2020 2019
----- End of picture text -----
| S.No | Particulars | Subsidiaries (including Step-down Subsidiaries) |
Subsidiaries (including Step-down Subsidiaries) |
Associates | Associates | Key Management personnel and relatives |
Key Management personnel and relatives |
Enterprises owned and significantly influenced by key management personnel or their relatives |
Enterprises owned and significantly influenced by key management personnel or their relatives |
|---|---|---|---|---|---|---|---|---|---|
| As at March 31, 2020 |
As at March 31, 2019 |
As at March 31, 2020 |
As at March 31, 2019 |
As at March 31, 2020 |
As at March 31, 2019 |
As at March 31, 2020 |
As at March 31, 2019 |
||
| 2 | Credit Balances outstanding | ||||||||
| NCC Urban Infrastructure Limited | 1.07 | 1.26 |
- |
- |
- |
- |
- |
- |
|
| PatnitopRopewayand Resorts Limited | - | 1.20 |
- |
- |
- |
- |
- |
- |
|
| Nagarjuna Facilities Management Services L.L.C. | - | - |
0.25 |
0.25 |
- |
- |
- |
- |
|
| Brindavan Infrastructure CompanyLimited | - | - |
- |
0.35 |
- |
- |
- |
- |
|
| Vaidehi Avenues Limited | 0.03 | - |
- |
- |
- |
- |
- |
- |
|
| NCC Blue Water Products limited | - | - |
- |
- |
- |
- |
0.05 |
0.05 |
|
| Sirisha Projects Private Limited | - | - |
- |
- |
- |
- |
- |
0.03 |
|
| Jampana Constructions Private Limited | - | - |
- |
- |
- |
- |
1.92 |
4.90 |
|
| Shri Aruna Constructions Private Limited | - | - |
- |
- |
- |
- |
9.20 |
8.11 |
|
| Sridevi Properties | - | - |
- |
- |
- |
- |
0.03 |
0.03 |
|
| Sri. A.A.V. Ranga Raju* | - | - |
- |
- |
2.35 |
5.81 |
- |
- |
|
| Sri. A.S.N. Raju | - | - |
- |
- |
1.37 |
2.89 |
- |
- |
|
| Sri. A.G.K. Raju* | - | - |
- |
- |
1.31 |
2.90 |
- |
- |
|
| Sri. A.V.N. Raju | - | - |
- |
- |
1.39 |
2.90 |
- |
- |
|
| Sri. J.V. Ranga Raju | - | - |
- |
- |
0.36 |
0.36 |
- |
- |
|
| Sri. R.S. Raju | - | - |
- |
- |
0.15 |
0.12 |
- |
- |
|
| Sri. M.V. Srinivasa Murthy | - | - |
- |
- |
0.10 |
0.09 |
- |
- |
|
| Sri. S.R.K. Surya Srikrishna Raju | - | - |
- |
- |
0.08 |
0.08 |
- |
- |
|
| Sri. A. Vishnu Varma | - | - |
- |
- |
0.10 |
0.07 |
- |
- |
|
| Smt. A. Nikhita | - | - |
- |
- |
0.02 |
0.03 |
- |
- |
|
| Sri. A. Sri Harsha Varma | - | - |
- |
- |
0.08 |
0.03 |
- |
- |
|
| Sri. U. Sunil | - | - |
- |
- |
0.07 |
0.03 |
- |
- |
|
| Sri. J. Krishna Chaitanya Varma | - | - |
- |
- |
0.12 |
0.10 |
- |
- |
|
| Smt. J. Sowjanya | - | - |
- |
- |
0.01 |
0.01 |
- |
- |
|
| Smt. J. Sridevi | - | - |
- |
- |
0.01 |
0.01 |
- |
- |
|
| Smt. BH. Kaushalya | - | - |
- |
- |
0.03 |
0.03 |
- |
- |
*Refer note 18 and 21 for details of personal guarantee given by the Directors.
NCC LIMITED
108
Notes forming part of the financial statements
- (iv) Disclosure in respect of significant transactions (which are more than 10% of the total transactions of the same type) with related parties during the year.
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----- Start of picture text -----
( ` in crores)
Particulars 2019 - 20 2018 - 19
Investment in Equity shares
- NCC Infrastructure Holdings Limited 1.89 -
Loan /Interest Accrued converted to Equity shares
- NCC Infrastructure Holdings Limited 10.99 -
Advances converted to Compulsory Convertible Debentures
- NCC Infrastructure Holdings Mauritius Pte. Limited - 0.12
Money received on reduction of share capital
- Patnitop Ropeway and Resorts Limited 1.19 -
Investments written off
- NCC Oil & Gas Limited 0.04
Loans Granted
- NCC Urban Infrastructure Limited 164.00 53.05
Loan Repayment Received
- NCC Urban Infrastructure Limited 32.75 198.02
- NCC Infrastructure Holdings Mauritius Pte Limited 24.87
Advances Granted
- Jampana Constructions Private Limited 57.11 64.83
- Aster Rail Private Limited 20.96 33.78
- Shri Aruna Constructions Private Limited 49.53 42.76
Advances Repayment Received / Adjusted
- Nagarjuna Construction Company International L.L.C. 2.64 1.88
- Pachhwara Coal Mining Private Ltd [$] 1.37 -
- NCC Infrastructure Holdings Mauritius Pte Limited [$] 5.08 -
- Aster Rail Private Limited - 2.60
- NCC Urban Infrastructure Limited - 2.52
- Jubilee Hills Landmarks Projects Private Limited - 1.04
Advances Repaid / Adjusted
- Patnitop Ropeway and Resorts Limited [$] 1.20 -
- Nagarjuna Construction Company International L.L.C. - 84.83
Mobilisation Advance Recovered / Adjusted from the Company
- Ekana Sportz City Private Limited - 1.50
Mobilisation Advance Recovered / Adjusted by the Company
- Jampana Constructions Private Limited - 7.15
- Shri Aruna Constructions Private Limited 6.80 1.80
Retention Money Recovered
- NCC Urban Infrastructure Limited - 3.93
Interest Received
- NCC Urban Infrastructure Limited 46.35 49.72
----- End of picture text -----
Annual Report 2019-20
109
Notes forming part of the financial statements
(iv) Disclosure in respect of transactions which are more than 10% of the total transactions of the same type with related parties during the year
| (iv) Disclosure in respect of transactions which are more than 10% of the total transactions of the same type with related parties during the year |
(iv) Disclosure in respect of transactions which are more than 10% of the total transactions of the same type with related parties during the year |
(iv) Disclosure in respect of transactions which are more than 10% of the total transactions of the same type with related parties during the year |
|---|---|---|
| (`in crores) | ||
| Particulars | 2019 - 20 | 2018 - 19 |
| Remittance to Trade Payables | ||
| - Jampana Constructions Private Limited | 14.21 | 3.30 |
| - Shri Aruna Constructions Private Limited | 5.63 | 1.70 |
| Trade/Accounts Receivables realised | ||
| - Ekana Sportz CityPrivate Limited | 2.00 | - |
| - Brindavan Infrastructure CompanyLimited | 0.35 | |
| - NCC Urban Infrastructure Limited | - | 0.35 |
| Advances/Interest Written off | ||
| - Nagarjuna Construction CompanyInternational L.L.C. | - | 6.97 |
| - Nagarjuna ContractingCompanyL.L.C.,Dubai | - | 6.64 |
| - Nagarjuna Construction Company& Partners L.L.C. | - | 6.22 |
| Revenue from Operations | ||
| - Pachhwara Coal MiningPrivate Limited | 1.42 | 0.20 |
| Material Purchases and Services | ||
| - Paschal Form Work(India)Private Limited | - | 0.74 |
| Purchase of Property,Plant and Equipment | ||
| - Nagarjuna Construction CompanyInternational L.L.C. | 1.88 | 1.45 |
| Sale of Property,Plant and Equipment | ||
| - NCC Urban Infrastructure Limited | 0.03 | 0.64 |
| Interest Income | ||
| - NCC Urban Infrastructure Limited | 46.35 | 49.73 |
| Reimbursement of Expenses | ||
| - Nagarjuna Construction CompanyInternational L.L.C. | 1.45 | 1.83 |
| - Jubilee Hills Landmarks Projects Private Limited | - | 2.84 |
| - Jampana Constructions Private Limited | - | 1.64 |
| - Shri Aruna Constructions Private Limited$ | 2.23 | - |
| - Pachhwara Coal MiningPrivate Limited$ | 1.34 | - |
| Sub Contract Work Bills | ||
| - Aster Rail Private Limited | 18.40 | 31.42 |
| - Jampana Constructions Private Limited | 77.21 | 58.17 |
| - Shri Aruna Constructions Private Limited | 77.15 | 39.70 |
| Remuneration(IncludingCommission) | ||
| - Sri. A.A.V. Ranga Raju | 6.33 | 10.81 |
| - Sri. A.S.N. Raju | 3.20 | 5.44 |
| - Sri. A.G.K. Raju | 3.20 | 5.46 |
| - Sri. A.V.N. Raju | 3.13 | 5.39 |
| Directors SittingFees | ||
| - Sri. R.V.Shastri# | - | 0.06 |
| - Sri. Hemanth M Nerurkar | 0.07 | 0.06 |
| - Smt. Renu Challu | 0.07 | 0.05 |
NCC LIMITED
110
Notes forming part of the financial statements
| Notes forming part of the financial statements | Notes forming part of the financial statements | Notes forming part of the financial statements |
|---|---|---|
| (`in crores) | ||
| Particulars | 2019 - 20 | 2018 - 19 |
| - Sri. Utpal Sheth$ | 0.05 | - |
| - Sri. S. Ravi$ | 0.04 | - |
| - Dr. A.S. Durga Prasad | 0.08 | 0.06 |
| Rent Income | ||
| - NCC Urban Infrastructure Limited | 0.05 | 0.05 |
| Rent Expenses | ||
| - Sirisha Projects Private Limited | 9.32 | 9.36 |
| Dividend Paid | ||
| - AVSR Holdings Private Limited | 6.07 | 4.05 |
| - Sri. A.A.V. Ranga Raju | 2.03 | 1.36 |
| - Sirisha Projects Private Limited | 1.68 | 1.11 |
| Corporate Guarantees Revoked/Expired | ||
| - Nagarjuna Construction CompanyInternational L.L.C. | 407.41 | 165.98 |
| - Nagarjuna ContractingCompanyL.L.C.,Dubai | 44.65 | - |
| Counter Guarantees Revoked/Expired | ||
| - NCC Infrastructure Holdings Limited | - | 59.00 |
$ Transactions occurred during the previous year with the party do not exceed 10% of the total transaction value. Hence, amount not disclosed.
Transactions occurred during the year with the party do not exceed 10% of the total transaction value. Hence, amount not disclosed.
37 Segment Reporting
In accordance with Ind AS 108 “Operating Segments”, segment information has been given in the consolidated Financial statements of NCC Limited and therefore no separate disclosure on segment information is given in these Financial statements.
Customer Concentration
Revenue from one customer amounted to 11.30% arising on account of Income from Contracts and Services in current year and revenue from another customer amounted to 19.34% in the previous year.
38 Earnings per share
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----- Start of picture text -----
Year Ended Year Ended
March 31, 2020 March 31, 2019
Net Profit after tax available for equity shareholders ( in crores) 382.04 563.91<br>Weighted Average number of equity shares for Basic EPS (Nos) 602,280,468 600,646,588<br>Weighted Average number of equity shares for Diluted EPS (Nos) 602,280,468 600,646,588<br>Face value per share ( ) 2.00 2.00
Basic & Diluted EPS * ( ` ) 6.34 9.39
----- End of picture text -----
- The Company has no dilutive instruments during the year ended March 31, 2020 and March 31, 2019. As such Diluted Earnings per share equals to Basic Earnings per share.
39 Financial instruments
39.1 Capital management
The Company’s capital management objective is to maximise the total shareholder return by optimising cost of capital through flexible capital structure that supports growth. Further, the Company ensures optimal credit risk profile to maintain / enhance credit rating.
Annual Report 2019-20
111
Notes forming part of the financial statements
The Company determines the amount of capital required on the basis of annual operating plan and long-term strategic plans. The funding requirements are met through internal accruals and long-term/short-term borrowings. The Company monitors the capital structure on the basis of Net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
For the purpose of capital management, capital includes issued equity capital, securities premium and all other revenue reserves. Net debt includes all long and short-term borrowings as reduced by cash and cash equivalents.
The following table summarises the capital of the Company:
|(in crores)|(in crores)|(`in crores)|
|---|---|---|
||As at
March 31, 2020|As at
March 31,2019|
|Equity|5,105.63|4,756.78|
|Short-term borrowings and currentportion of long-term debt|1,736.43|1,673.31|
|Long-term debt|173.67|319.97|
|Cash and cash equivalents|(85.34)|(196.05)|
|Net debt|1,824.76|1,797.23|
|Total capital(equity + net debt)|6,930.39|6,554.01|
|Gearingratio|0.36|0.38|
39.2 Categories of financial instruments
| Categories of financial instruments | Categories of financial instruments | Categories of financial instruments |
|---|---|---|
| (`in crores) | ||
| As at March 31, 2020 |
As at March 31, 2019 |
|
| Financial assets | ||
| Measured at fair value through profit or loss(FVTPL) | ||
| Mandatorilymeasured: | ||
| Equityinvestments in other entities | 3.70 | 5.82 |
| Measured at amortised cost | ||
| Cash and bank balances | 316.87 | 298.96 |
| Other financial assets at amortised cost | 3,451.08 | 3,984.80 |
| Measured at cost | ||
| Investments in equityinstruments in subsidiaries and associates | ||
| a)Equityshares | 749.76 | 778.21 |
| b)Debentures | 135.24 | 135.24 |
| 4,656.65 | 5,203.03 | |
| Financial liabilities | ||
| Measured at amortised cost | 5,971.19 | 6,518.46 |
39.3 Financial risk management objectives
The Company’s business activities exposed to a variety of financial risk viz., market risk, credit risk and liquidity risk. The Company’s focus is to estimate a vulnerability of financial risk and to address the issue to minimize the potential adverse effects of its financial performance.
i) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s exposure to market risk is primarily on account of the following:
NCC LIMITED
112
Notes forming part of the financial statements
Interest rate risk
Out of total borrowings, large portion represents short term borrowings (WCDL) and the interest rate primarily basing on the Company’s credit rating and also the changes in the financial market. Company continuously monitoring over all factors influence rating and also factors which influential the determination of the interest rates by the banks to minimize the interest rate risks.
The Company’s exposure to changes in interest rates relates primarily to the Company’s outstanding floating rate borrowings. Out of the total borrowings of 1,910.10 crores (31.03.2019: 1,993.28 crores) as of 31.03.2020, the floating rate borrowings are 1,505.29 crores (31.03.2019: 1,416.31 crores). For every 50 base points change in the interest rate when no change in other variables, it will affect the profit before tax by 7.53 crores for the year ended March 31, 2020 (31.03.2019: 7.08 crores).
•
Foreign currency risk
The Company has several balances in foreign currency and consequently the Company is exposed to foreign exchange risk. The exchange rate between the rupee and foreign currencies has changed substantially in recent years, which has affected the results of the Company, and may fluctuate substantially in the future. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.
We summarize below the financial instruments which have the foreign currency risks as at March 31, 2020 and March 31, 2019.
(a) The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities based on gross exposure at the end of the reporting period is as under:
| gross exposure at the end of the reporting | period is as under: | period is as under: | ||
|---|---|---|---|---|
| Currency | Liabilities | Assets | ||
| As at March 31, 2020 |
As at March 31,2019 |
As at March 31, 2020 |
As at March 31,2019 |
|
| USD(crores) | 4.47 | 4.32 | 5.72 | 6.26 |
| INR(`incrores) | 337.40 | 299.21 | 432.06 | 433.31 |
| Euro (crores) | - | 0.31 | - | - |
| INR(`incrores) | - | 24.40 | - | - |
The Company doesn’t have any forex derivative instrument, hence all the above balances are unhedged.
(b) Foreign currency sensitivity analysis:
The Company is not substantially exposed for business activities in foreign currency except in the form of investments and loans into its foreign subsidiaries and associates. Hence, the impact of any significant fluctuation in the exchange rates is not expected to have a material impact of the operating profits of the Company.
| Foreign currency sensitivity analysis: The Company is not substantially exposed for business activities in foreign currency except in the form of investments and loans into its foreign subsidiaries and associates. Hence, the impact of any significant fluctuation in the exchange rates is not expected to have a material impact of the operating profits of the Company. |
Foreign currency sensitivity analysis: The Company is not substantially exposed for business activities in foreign currency except in the form of investments and loans into its foreign subsidiaries and associates. Hence, the impact of any significant fluctuation in the exchange rates is not expected to have a material impact of the operating profits of the Company. |
Foreign currency sensitivity analysis: The Company is not substantially exposed for business activities in foreign currency except in the form of investments and loans into its foreign subsidiaries and associates. Hence, the impact of any significant fluctuation in the exchange rates is not expected to have a material impact of the operating profits of the Company. |
|---|---|---|
| (`incrores) | ||
| Currency USD impact on: | As at March 31, 2020 |
As at March 31,2019 |
| Impactof`1 strengtheningagainstUSDollaronprofitor(loss)for the year | (1.25) | (1.94) |
| Impactof`1 weakeningagainstUSDollaronprofitor(loss)for the year | 1.25 | 1.94 |
| Impact of`1 strengthening against US Dollar on Equity as at the end of the reporting period |
(1.25) | (1.94) |
| Impact of`1 weakening against US Dollar on Equity as at the end of the reporting period |
1.25 | (1.94) |
ii) Credit risk management
Credit Risk refers to the risk for a counter party default on its contractual obligation resulting a financial loss to the Company.
Credit risk on trade receivables and contract assets is limited as the customers of the Company mainly consists of the Government promoted entities having a strong credit worthiness. For doubtful receivables the company uses a provision matrix to compute the expected credit loss allowances for trade receivables and contract assets. In assessing the recoverability of the trade receivables and contracts assets, management’s judgement involves consideration of aging status, evaluation of litigations and the likelihood of collection based on the terms of the contract. Refer note 6, 10.3 and 15.4 for provision made against trade receivable and contract assets.
Credit risk on account of investments, loans (including interest) and other receivables from group companies / related parties has been adequately provided in the books. The cash and bank balances (excluding cash on hand) are held with banks and financial institutions having good credit rating.
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Notes forming part of the financial statements
iii) Liquidity risk management
The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuous planning and monitoring of actual cash flows and by matching the maturity profiles of financial assets and liabilities.
The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at March 31, 2020:
| at March 31, 2020: | at March 31, 2020: | ||||
|---|---|---|---|---|---|
| (`in crores) | |||||
| Carrying | Payable | Total contracted cash flows |
|||
amount |
Within 1year | 1-3year | Beyond 3years | ||
| Accountspayable and acceptances | 3,983.04 | 3,698.53 |
227.27 | 57.24 | 3,983.04 |
| Borrowings and interest accrued | 1,987.30 | 1,813.64 |
166.79 | 6.87 | 1,987.30 |
| Other financial liabilities | 0.85 | 0.85 |
- | - | 0.85 |
| Total | 5,971.19 | 5,513.02 |
394.06 | 64.11 | 5,971.19 |
The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at March 31, 2019:
| at March 31, 2019: | at March 31, 2019: | ||||
|---|---|---|---|---|---|
| (`in crores) | |||||
| Carrying | Payable | Total contracted cash flows |
|||
amount |
Within 1year | 1-3year | Beyond 3years | ||
| Accountspayable and acceptances | 4,492.32 | 4,217.51 |
212.09 | 62.72 | 4,492.32 |
| Borrowings and interest accrued | 2,025.52 | 1,705.55 |
305.51 | 14.46 | 2,025.52 |
| Other financial liabilities | 0.62 | 0.62 |
- | - | 0.62 |
| Total | 6,518.46 | 5,923.68 |
517.60 | 77.18 | 6,518.46 |
39.4 Fair value measurements
Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of the reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation techniques and inputs used):
| particular, the valuation techniques and inputs used): | ||||
|---|---|---|---|---|
| (`in crores) | ||||
| Financial Assets / Financial Liabilities | Fair Value as at* | Fair value hierarchy |
Valuation techniques & key inputs used |
|
| As at March 31, 2020 |
As at March 31,2019 |
|||
| Investments in unquoted equity instruments at FVTPL |
3.70 | 5.82 | Level 2 | Refer note 3 |
*Positive value denotes financial asset (net) and negative value denotes financial liability (net).
Notes:
-
(1) There were no transfers between Level 1 and 2 in the period.
-
(2) The Level 1 financial instruments are measured using quotes in active market
-
(3) The following table shows the valuation technique and key input used for Level 2:
| Financial Instrument | Valuation Technique | KeyInputs used |
|---|---|---|
| Unquoted Equity Instruments | Net worth method | Government notified value of the lands is taken as fair market value in the absence of reliable comparable data. |
NCC LIMITED
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Notes forming part of the financial statements
Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)
| required) | ||||
|---|---|---|---|---|
| (`in crores) | ||||
| As at March 31, 2020 |
As at March 31,2019 |
|||
| Carrying amount |
Fair value | Carrying amount |
Fair value | |
| Financial assets | ||||
| Financial assets at cost: | ||||
| - Investments(other than investments in Subsidiaries and Associates) | 3.70 | 3.70 | 5.82 | 5.82 |
| Financial assets at amortised cost: | ||||
| - Trade receivables | 2,618.00 | 2,618.00 | 3,154.16 | 3,154.16 |
| - Cash and cash equivalents | 85.34 | 85.34 | 196.05 | 196.05 |
| - Bank balances other than cash and cash equivalents | 231.53 | 231.53 | 102.91 | 102.91 |
| - Loans | 594.66 | 594.66 | 496.53 | 496.53 |
| - Other financial assets | 238.42 | 238.42 | 334.11 | 334.11 |
| Financial liabilities | ||||
| Financial liabilities at amortised cost: | ||||
| - Borrowings(excludingcurrent maturity) | 1,651.53 | 1,651.53 | 1,736.28 | 1,736.28 |
| - Tradepayables | 3,983.04 | 3,983.04 | 4,492.32 | 4,492.32 |
| - Other financial liabilities | 336.62 | 336.62 | 289.86 | 289.86 |
The fair values of the financial assets and financial liabilities included above have been determined in accordance with generally accepted pricing models.
40 a) Gross amount required to be spent by the Company towards CSR during the year 10.02 crores (March 31, 2019: 6.14 crores).
b) Amount spent:
| b) Amount spent: | ||||||
|---|---|---|---|---|---|---|
| (`in crores) | ||||||
| Particulars | March 31, 2020 | March 31,2019 | ||||
| In cash | Yet to be paid |
Total | In cash | Yet to be paid |
Total | |
| Rural Development-Antervedipallipalem | 3.69 | - | 3.69 | 4.85 | - | 4.85 |
| Education,Sports and Harithaharam | 1.69 | - | 1.69 | 0.29 | - | 0.29 |
| CM's Relief fund- Covid 19 | 3.00 | - | 3.00 | - | - | - |
| Armywelfare fund | - | - | - | 1.00 | - | 1.00 |
| Total | 8.38 | - | 8.38 | 6.14 | - | 6.14 |
41 The exceptional items for the year ended March 31, 2020 is 32.67 crores after netting off profit on sale of investment and others of 9.81 crores and provision made for impairment of investment and others of ` 42.48 crores in subsidiary companies.
The exceptional items for the year ended March 31, 2019 is 58.93 crores after netting off profit on sale of investment of 2.57 crores and provision made for impairment of investment, loans and interest ` 61.50 crores.
42 Consequent to the encashment of Bank Guarantees (BGs) of 343.10 crores in the year 2017-18 by one of the customer (Sembcorp Energy India Limited), NCCL invoked the arbitration clause and submitted a claim of 1,571.41 crores towards refund of retention money, refund of BGs amount, payment of pending bills, additional works done and cost incurred on prolongation of the project by the customer. Against which, the customer has filed a counter claim of ` 1,071.46 crores towards liquidated damages, turbine replacement, balance works, etc. As per the management assessment and legal advise, no provision is required for the subject matter and arbitration proceedings are expected to be completed within a year’s time.
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Notes forming part of the financial statements
43. Deferred tax assets (Net)
Significant components of deferred tax (liabilities) / assets for the year ended March 31, 2020:
( ` in crores)
| (`in crores) | ||
|---|---|---|
| As at March 31, 2020 |
As at March 31, 2019 |
|
| Deferred tax (liabilities) / assets in relation to: | ||
| Property, plant and equipment | (15.06) | (18.40) |
| Provision for doubtful trade receivables, contract assets, advances and others | 64.95 | 56.06 |
| Provision for diminution in value of investments | - | 35.00 |
| Provision for employee benefits | 32.45 | 25.27 |
| Loss allowance on Financial Instruments | - | 48.86 |
| MAT Credit entitlement | 123.16 | 26.85 |
| Others | - | (1.00) |
| Total | 205.50 | 172.64 |
43.1 Unrecognised deductible temporary differences, unused tax losses and unused tax credits:
( ` in crores)
| As at March 31, 2020 |
As at March 31,2019 |
|
|---|---|---|
| Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are attributable to the following: - Long-term capital loss |
590.94 | 539.64 |
44. Amounts included in contract liabilities at the beginning of the year recognised as revenue in the current year of 970.63 crores (31.03.2019: 937.84 crores).
Change in the contract assets and contract liabilities as at March 31, 2020 from March 31, 2019 is on account of decrease in operations of the Company.
45. Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price
There is no difference in the contract price negotiated and the revenue recognised in the statement of profit and loss for the current year. There is no significant revenue recognised in the current year from performance obligations satisfied in previous periods.
46. Performance obligation
The transaction price allocated to the remaining performance obligations (excluding non-moving orders) is 25,010 crores (31.03.2019: 39,216 crores), which will be recognised as revenue over the respective project durations. Generally the project duration of contracts with customers is ranging 1 to 3 years.
47. The Board of Directors at its meeting held on December 28, 2019 has approved the proposal of merger of two wholly owned subsidiaries i.e., Vaidehi Avenues Limited and Aster Rail Private Limited with the Parent Company. The scheme of merger will not have any significant impact on financials.
48. The trade receivables and contract assets includes an amount of ` 343.77 crores (net of mobilisation advance) relating to the Amaravati Capital City projects in the state of Andhra Pradesh. These works were commenced and were in good progress till May, 2019. However, subsequently, there is no significant execution of the work / payment in these projects because of non-clearance from the newly elected Government. Management based on its internal assessments and discussions with the agencies is of the view that no further provision is required in this regard.
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Notes forming part of the financial statements
49. Estimation of uncertainties relating to the global health pandemic from COVID-19
The SARS-CoV-2 virus responsible for COVlD-19 continues to spread across the globe and India, which has contributed to a significant decline in global and local economic activities. The extent to which the COVID-19 pandemic will impact the Company’s results will depend on future developments, which are uncertain, including, among other things, any new information concerning the severity of the COVID-19 pandemic and any action to contain its spread or mitigate its impact whether Government mandated or elected by the Company.
50 Approval of financial statements:
The financial statements were approved for issue by the Board of Directors on May 29, 2020.
For S.R. BATLIBOI & ASSOCIATES LLP
For and on behalf of the Board
ICAI Firm Registration No. 101049W/E300004 CHARTERED ACCOUNTANTS
per NAVNEET RAI KABRA
Partner Membership No. 102328
R.S. RAJU
Associate Director (F&A) / CFO
A.A.V. RANGA RAJU
Managing Director / CEO (DIN No: 00019161)
M.V. SRINIVASA MURTHY
Company Secy. & E.V.P (Legal)
A.G.K. RAJU
Executive Director (DIN No: 00019100)
Hyderabad, May 29, 2020
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CONSOLIDATED FINANCIAL STATEMENTS
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118
INDEPENDENT AUDITOR’S REPORT
To the Members of NCC Limited
Report on the Audit of the Consolidated Ind AS Financial Statements
Opinion
We have audited the accompanying consolidated Ind AS financial statements of NCC Limited (hereinafter referred to as “the Holding Company”), which includes 5 branches and 31 joint operations and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and its associates comprising of the consolidated Balance sheet as at March 31 2020, the consolidated Statement of Profit and Loss, including the statement of other comprehensive income, the consolidated Cash Flow Statement and the consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated Ind AS financial statements, including a summary of significant accounting policies and other explanatory information hereinafter referred to as “the consolidated Ind AS financial statements”.
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of the branch auditors and other auditors on the separate financial statements and other financial information of the subsidiaries, associates, branches and joint operations referred to in the Other Matter paragraph below, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group and its associates as at March 31, 2020, their consolidated profit including other comprehensive loss, their consolidated cash flows and the consolidated statement of changes in equity for the year ended on that date.
Basis for Opinion
Emphasis of Matter
We draw attention to note 60 of the Consolidated Ind AS fnancial statements, which describes the uncertainties and possible effects of Covid-19 on the operations of the Group. Our opinion is not modifed in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2020. These matters were addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated Ind AS financial statements. The results of audit procedures performed by us and by other auditors of components not audited by us, as reported by them in their audit reports furnished to us by the management, including those procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated Ind AS financial statements.
We conducted our audit of the consolidated Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements’ section of our report. We are independent of the Group, in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the consolidated Ind AS financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we and other auditors, referred to in Other Matter paragraph below, have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.
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Key audit matters
How our audit addressed the key audit matters
Trade receivables and contract assets of the Holding Company
Trade receivables and contract assets of the Holding Company amounting to 2,618.00 crores and 4,473.43 crores respectively, represents approximately 51.37% of the total assets of the Group as at March 31, 2020.
In assessing the recoverability of the aforesaid balances and determination of allowance for expected credit loss, management’s judgement involves consideration of aging status, historical payment records, evaluation of litigations, the likelihood of collection based on the terms of the contract and the credit information of its customers including the possible effect from the pandemic relating to COVID-19.
Management estimation is required in the measurement of work completed during the period for recognition of unbilled revenue.
We considered this as key audit matter due to the materiality of the amounts and significant estimates and judgements as stated above.
Our audit procedures in respect of the Holding Company amongst others included the following:
- We understood and tested on sample basis the design and operating effectiveness of management controls over the recognition and the recoverability of the trade receivables and contract assets.
We performed test of details, and tested relevant contracts, documents and subsequent settlements for material trade receivable balances and amounts included in contract assets that are due on performance of future obligations.
•
We tested the aging of trade receivables at year end.
We performed test of details and tested relevant contracts and documents with specific focus on measurement of work completed during the period for material unbilled revenue balances included in contract asset.
We used the work of internal auditors, who under our supervision were present at the project site to observe inventory count performed by the management including physical inspection of work done in respect of unbilled revenue. We evaluated the competence, capabilities and objectivity of the aforesaid internal auditors.
We performed additional procedures, in respect of material over-due trade receivables and long outstanding contract assets, i.e. tested historical payment records, correspondence with customers and legal advice obtained by the management on litigations from legal experts.
We evaluated the competence, capabilities and objectivity of the aforesaid legal experts.
We performed additional procedures in respect of balances disclosed in note 59, which include review of communications to/ from customer, physical inspection of work done in respect of unbilled revenue, verification of last bills certified, etc.
-
We assessed the allowance for expected credit loss made by management including the possible effect from the pandemic relating to COVID-19.
Indirect tax litigations of the Holding Company
The Holding Company is subject to assessments by tax authorities on various indirect tax matters resulting into litigations/disputes (Significant portion of the amounts disclosed in note 38(i)(a) to the consolidated Ind AS financial statements are from the Holding Company).
The tax matters involve material amounts which are at various stages and the proceedings take significant time to resolve.
Management exercises significant judgement in assessing the financial impact of tax matters due to the complexity of the cases and involvement of various tax authorities.
Accordingly, we have identified this as a key audit matter.
Our audit procedures in respect of the Holding Company amongst others included the following:
-
Obtained list of indirect tax litigations as at March 31, 2020 from management.
-
Discussed the matters with the management to understand the possible outcome of these disputes.
-
Involved our experts to review the management’s assessment of the possible outcome of the disputes relating to indirect tax litigations.
-
Assessed management’s assumptions and estimates in respect of contingent liability disclosure in note 38(i)(a) to the accompanying consolidated Ind AS financial statements.
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Key audit matters
How our audit addressed the key audit matters
Litigation on sale of investment
The statutory auditors of NCC Infrastructure Holdings Limited (‘NCCIHL’), a subsidiary of the Holding Company have reported litigation on sale of investment as a key audit matter as follows:
NCCIHL has ongoing litigation with respect to sale of its investment in a subsidiary. For details of the litigation refer Note No. 44 of the accompanying consolidated Ind AS financial statements.
Management’s assessment of the outcome of the aforesaid litigation has been identified as a key audit matter due to the materiality of the potential obligation as it requires significant judgment in assessing the outcome of the litigation and provision to be made towards aforesaid litigation.
We have determined that there are no other key audit matters to communicate in our report.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the consolidated Ind AS financial statements and our auditor’s report thereon.
Our opinion on the consolidated Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the consolidated Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management for the Consolidated Ind AS Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated Ind AS financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group including its associates in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and of its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and of its associates and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation
-
The procedures performed by the auditors of NCCIHL, as reported by them, included the following:
-
Reviewed the relevant documents regarding the litigation in particular the arbitration award, the claims and counter claims raised by the parties as well as the opinion from the in-house legal and claims team to assess the adequacy of the provision made.
-
Understood and tested the design and operating effectiveness of management control over assessment of the outcome of the litigation.
-
Discussed and understood various steps being taken by management to resolve the dispute.
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the companies included in the Group and of its associates are responsible for assessing the ability of the Group and of its associates to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those respective Board of Directors of the companies included in the Group and of its associates are also responsible for overseeing the financial reporting process of the Group and of its associates.
Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
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appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls with reference to consolidated Ind AS financial statements in place and the operating effectiveness of such controls.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its associates to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated Ind AS financial statements, including the disclosures, and whether the consolidated Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and its associates of which we are the independent auditors and whose financial information we have audited, to express an opinion on the consolidated Ind AS financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated Ind AS financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated Ind AS financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2020 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
- (a) We did not audit the financial statements and other financial information, in respect of 43 subsidiaries, 11 joint operations and 4 branches, whose financial statements include total assets of
3,161.74 crores as at March 31, 2020, and total revenues of1,041.52 crores and net cash inflows of9.76 crores for the year ended on that date. These financial statement and other financial information have been audited by other auditors, which financial statements, other financial information and auditor’s reports have been furnished to us by the management. The consolidated Ind AS financial statements also include the Group’s share of net loss of6.88 crore for the year ended March 31, 2020, as considered in the consolidated Ind AS financial statements, in respect of 6 associates, whose financial statements, other financial information have been audited by other auditors and whose reports have been furnished to us by the Management. Our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, branchesjoint operations and associates, and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries and associates, is based solely on the reports of such other auditors.
Of the above 4 subsidiaries and 1 branch are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company’s management has converted the financial statements of such subsidiaries and branch located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company’s management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries and branch located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us.
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- (b) The accompanying consolidated Ind AS financial statements include unaudited financial statements and other unaudited financial information in respect of 4 subsidiaries, whose financial statements and other financial information reflect total assets of
Nil as at March 31, 2020, and total revenues ofNil and net cash inflows ofNil for the year ended on that date. These unaudited financial statements and other unaudited financial information have been furnished to us by the management. The consolidated Ind AS financial statements also include the Group’s share of net loss of3.74 crores for the year ended March 31, 2020, as considered in the consolidated Ind AS financial statements, in respect of 4 associates, whose financial statements, other financial information have not been audited and whose unaudited financial statements, other unaudited financial information have been furnished to us by the Management. Our opinion, in so far as it relates amounts and disclosures included in respect of these subsidiaries and associates, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries and associates, is based solely on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group.
Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management.
Report on Other Legal and Regulatory Requirements
As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of branches, subsidiaries, associates and joint operations, as noted in the ‘other matter’ paragraph we report, to the extent applicable, that:
-
(a) We/the other auditors whose report we have relied upon have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements;
-
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;
-
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements;
-
(d) The reports on the accounts of the branch offices of the Holding Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report;
-
(e) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
-
(f) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2020 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors who are appointed under Section 139 of the Act, of its subsidiary companies and associate companies, none of the directors of the Group’s companies and its associates, incorporated in India, is disqualified as on March 31, 2020 from being appointed as a director in terms of Section 164 (2) of the Act;
-
(g) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements of the Holding Company and its subsidiary companies and associate companies, incorporated in India, refer to our separate Report in “Annexure 1” to this report;
-
(h) In our opinion and based on the consideration of reports of other statutory auditors of the subsidiaries and associates incorporated in India, the managerial remuneration for the year ended March 31, 2020 has been paid / provided by the Holding Company, its subsidiaries and associates incorporated in India to their directors in accordance with the provisions of section 197 read with Schedule V to the Act;
-
(i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the branches, subsidiaries, associates and joint operations, as noted in the ‘Other matter’ paragraph:
-
i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its consolidated financial position of the Group and its associates in its consolidated Ind AS financial statements – Refer Note 38(i) and 53 to the consolidated Ind AS financial statements;
-
ii. Provision has been made in the consolidated Ind AS financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; and
-
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company, its subsidiaries and associates, incorporated in India during the year ended March 31, 2020.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Navneet Rai Kabra
Partner
Membership Number: 102328 UDIN: 20102328AAAABH2963
Place of Signature: Hyderabad Date: May 29, 2020
Annual Report 2019-20
123
ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE consolidated IND AS FINANCIAL STATEMENTS OF NCC LIMTED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of NCC Limited as of and for the year ended March 31, 2020, we have audited the internal financial controls over financial reporting of NCC Limited (hereinafter referred to as the “Holding Company”) and its subsidiary companies and its associate companies, which are companies incorporated in India, as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the Holding Company, its subsidiary companies and its associate companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the company’s internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting
with reference to these consolidated Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements.
Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Consolidated Ind AS Financial Statements
A company’s internal financial control over financial reporting with reference to these consolidated Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting with reference to these consolidated Ind AS financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Consolidated Ind AS Financial Statements
Because of the inherent limitations of internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these consolidated Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
NCC LIMITED
124
Opinion
In our opinion, the Holding Company, its subsidiary companies and its associate companies, which are companies incorporated in India, have, maintained in all material respects, adequate internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements and such internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements were operating effectively as at March 31,2020, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Other Matters
Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting with reference to these consolidated financial statements of the Holding Company, insofar as it relates to these 27 subsidiary companies and 2 associate companies, which are companies incorporated in India, is based on the corresponding reports of the auditors of such subsidiary and associate incorporated in India.
For S.R. Batliboi & Associates LLP
Chartered Accountants ICAI Firm Registration Number: 101049W/E300004
per Navneet Rai Kabra
Partner Membership Number: 102328 UDIN: 20102328AAAABH2963
Place of Signature: Hyderabad Date: May 29, 2020
Annual Report 2019-20
125
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2020
|||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|---|
||Note|AS AT
MARCH 31, 2020||AS AT
MARCH 31, 2019||
|ASSETS||||||
|Non Current Assets||||||
|Property, Plant and Equipment|3|1,142.90||1,291.15||
|Capital Work in Progress|3|15.16||13.49||
|Investment Property|3.1|200.86||189.79||
|Investment Property under Construction|3.1|68.10||68.10||
|Goodwill||0.63||0.63||
|Other Intangible Assets|3.2|0.80||1.07||
|Financial Assets||||||
|Investments in Associates|4.1|120.94||132.31||
|Other Investments|4.1|213.43||246.06||
|Loans|5|-||13.51||
|Trade Receivables|6|209.74||104.59||
|Other Financial Assets|7|255.98||326.64||
|Deferred Tax Assets (Net)|8|214.84||181.68||
|Non Current Tax Assets (Net)|15|32.65||36.74||
|Other Non Current Assets|9|471.27||464.83||
|Total Non - Current Assets|||2,947.30||3,070.59|
|Current Assets||||||
|Inventories|10|1,391.29||1,425.41||
|Financial Assets||||||
|Other Investments|4.2|113.87||97.12||
|Trade Receivables|11|2,728.28||3,428.68||
|Cash and Cash Equivalents|12.1|114.44||219.43||
|Bank balances other than above|12.2|274.30||142.28||
|Loans|13|39.49||80.31||
|Other Financial Assets|14|177.13||247.22||
|Current Tax Assets (Net)|15.1|110.45||58.53||
|Other Current Assets|16|5,915.34||5,818.10||
|Total Current Assets|||10,864.59||11,517.08|
|Assets classified as held for sale|||-||72.70|
|Total Assets|||13,811.89||14,660.37|
NCC LIMITED
126
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2020 (contd.)
|||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|---|
||Note|AS AT
MARCH 31, 2020||AS AT
MARCH 31, 2019||
|EQUITY AND LIABILITIES||||||
|Equity||||||
|EquityShare Capital|17|121.97||120.13||
|Other Equity|18|4,784.48||4,475.24||
|Equity Attributable to Shareholders of the
Company|||4,906.45||4,595.37|
|Non-Controlling Interests|||252.84||277.10|
|Total Equity|||5,159.29||4,872.47|
|Liabilities||||||
|Non Current Liabilities||||||
|Financial Liabilities||||||
|Borrowings|19|239.82||488.43||
|Trade Payables|20|48.92||108.45||
|Provisions|21|112.08||73.68||
|Other Non Current Liabilities|22|90.90||132.20||
|Total Non Current Liabilities|||491.72||802.76|
|Current Liabilities||||||
|Financial Liabilities||||||
|Borrowings|23|1,632.80||1,873.59||
|Trade Payables|24|||||
|Total outstanding dues of micro and small
enterprises||31.10||13.02||
|Total outstanding dues of creditors other than
micro and small enterprises||4,088.95||4,501.99||
|Other Financial Liabilities|25|428.48||403.05||
|Provisions|26|48.32||40.45||
|Current Tax Liabilities(Net)|27|62.23||62.92||
|Other Current Liabilities|28|1,869.00||2,090.12||
|Total Current Liabilities|||8,160.88||8,985.14|
|Total Equity and Liabilities|||13,811.89||14,660.37|
The accompanying notes are an integral part of the consolidated financial statements
In terms of our report attached
For S.R. BATLIBOI & ASSOCIATES LLP
For and on behalf of the Board
ICAI Firm Registration No. 101049W/E300004 CHARTERED ACCOUNTANTS
per NAVNEET RAI KABRA Partner Membership No. 102328
R.S. RAJU
Associate Director (F&A) / CFO
A.A.V. RANGA RAJU
Managing Director / CEO (DIN No: 00019161)
M.V. SRINIVASA MURTHY
Company Secy. & E.V.P (Legal)
A.G.K. RAJU
Executive Director (DIN No: 00019100)
Hyderabad, May 29, 2020
Annual Report 2019-20
127
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2020
| CONSOLIDATED STATEMENT OF PROFIT AND | CONSOLIDATED STATEMENT OF PROFIT AND | LOSS FOR THE YEAR ENDED MARCH 31, 2020 | LOSS FOR THE YEAR ENDED MARCH 31, 2020 | LOSS FOR THE YEAR ENDED MARCH 31, 2020 | LOSS FOR THE YEAR ENDED MARCH 31, 2020 |
|---|---|---|---|---|---|
| (`in crores) | |||||
| Note | YEAR ENDED MARCH 31, 2020 |
YEAR ENDED MARCH 31, 2019 |
|||
| INCOME | |||||
| Revenue from Operations | 29 | 8,901.07 | 12,895.64 | ||
Other Income |
30 | 112.98 | 124.33 | ||
| Total Income | 9,014.05 | 13,019.97 | |||
| EXPENSES | |||||
| Cost of Materials Consumed | 31 | 3,032.17 | 4,875.10 | ||
| Construction Expenses | 32 | 987.83 | 962.71 | ||
Changes in Inventories of Work in Progress |
33 | 30.42 | 155.23 | ||
Sub-Contractors Work Bills |
2,998.24 | 4,510.07 | |||
| Employee Benefits Expense | 34 | 483.69 | 495.16 | ||
Finance Costs |
35 | 553.85 | 521.95 | ||
| Depreciation and Amortization Expenses (Refer note 3, 3.1 and 3.2) | 199.22 | 192.53 | |||
Other Expenses |
36 | 281.47 | 298.20 | ||
Total Expenses |
8,566.89 | 12,010.95 | |||
Profit Before Share of (Loss) from Associate Companies, Exceptional Items and Tax |
447.16 | 1,009.02 | |||
| Share of (Loss) of Associate Companies | (10.62) | (6.86) | |||
Profit Before Exceptional Items and Tax |
436.54 | 1,002.16 | |||
Exceptional Items (Net) |
52 | (49.63) | (107.82) | ||
Profit Before Tax |
386.91 | 894.34 | |||
| Tax Expense | 37 | ||||
Current Tax |
101.73 | 315.07 | |||
| Deferred Tax | (28.93) | 11.70 | |||
| 72.80 | 326.77 | ||||
| Profit for the year | 314.11 | 567.57 | |||
Attributable to |
|||||
| Shareholders of the Company | 336.53 | 578.69 | |||
Non-Controlling Interests |
(22.42) | (11.12) | |||
Other comprehensive income / (loss) |
|||||
Items that will not be reclassified to profit or (loss) |
|||||
Remeasurement gains / (losses) of the defined benefit plans |
(12.16) | (7.93) | |||
Share of Other comprehensive income in Associates |
- | 0.03 | |||
Income tax effect on the above |
4.23 | 2.76 | |||
| Items that may be reclassified to profit or (loss) | |||||
Exchange differences in translating the financial statements of foreign operations |
6.67 | (2.34) | |||
Other comprehensive income / (loss) for the year (net of taxes) |
(1.26) | (7.48) | |||
Total comprehensive income for the year |
312.85 | 560.09 | |||
Attributable to |
|||||
| Shareholders of the Company | 335.31 | 571.24 | |||
Non-Controlling Interests |
(22.46) | (11.15) | |||
Earnings per equity share of face value of`2 each. |
|||||
Basic and Diluted- ` |
50 | 5.59 | 9.63 |
The accompanying notes are an integral part of the consolidated financial statements
In terms of our report attached
For S.R. BATLIBOI & ASSOCIATES LLP
For and on behalf of the Board
ICAI Firm Registration No. 101049W/E300004 CHARTERED ACCOUNTANTS
per NAVNEET RAI KABRA Partner Membership No. 102328
R.S. RAJU
Associate Director (F&A) / CFO
A.A.V. RANGA RAJU
Managing Director / CEO (DIN No: 00019161)
M.V. SRINIVASA MURTHY
Company Secy. & E.V.P (Legal)
A.G.K. RAJU
Executive Director (DIN No: 00019100)
Hyderabad, May 29, 2020
NCC LIMITED
128
==> picture [450 x 626] intentionally omitted <==
----- Start of picture text -----
120.13 - 120.13 1.84 121.97 in crores) Total (18.96) 567.57 (7.48) 560.09(<br>Amount in crores)<br> ( (3.89) (0.03)
300.25 4,262.64 296.36 4,243.68 (11.12) (11.15)
Non-
interests
- controlling
9,200,000 Equity to the of the 3,962.39 (15.07) 3,947.32 578.69 (7.45) 571.24
600,646,588 600,646,588 609,846,588 attributable shareholders Company
- -
Number of shares 40.01 40.01 (2.34) (2.34)
Exchange Differences on translating the financial statements of a foreign operations
(3.28) - (3.28) - (5.11) (5.11)
Income / (Loss)
of other income
Other items
Items of Other Comprehensive comprehensive
421.09 (15.07) 406.02 578.69 - 578.69
Retained Earnings
935.18 - 935.18 - - -
General Reserve
- - - - - -
Money received against share warrants (Refer note 17.6)
0.24 - 0.24 - - -
Reserve Under Section 45 IC - RBI Act
23.07 - 23.07 - - -
Legal / Statutory Reserve
Reserves and Surplus 6.27 - 6.27 - - -
Reserve
Debenture Redemption
2,531.65 - 2,531.65 - - -
Securities Premium
8.16 - 8.16 - - -
Capital Reserve
31, 2020A. Equity share capital Balance as at April 01, 2018 Add: Issue of Share Capital Balance as at March 31, 2019 Add: Issue of Share Capital Balance as at March 31, 2020 B. Other Equity Balance at April 01, 2018 Effect of adoption of new accounting standards (Ind AS 115) As at April 01, 2018 (restated) Profit for the year Other Comprehensive Income / (Loss) for the year (net of taxes) Total Comprehensive Income for the year
----- End of picture text -----
Annual Report 2019-20
129
==> picture [482 x 626] intentionally omitted <==
----- Start of picture text -----
Total 27.45 - (72.42) (6.46) 314.11 (1.26) 312.85 107.97 (27.45)
- - - - - (108.62)
(3.39) (4.72) (0.04)
277.10 4,752.34 (22.42) (22.46)
Non-
interests
controlling
27.45 3.39 (72.42) (1.74) 4,475.24 336.53 (1.22) 335.31 107.97 (27.45) (108.62)
Equity to the of the
Company
attributable shareholders
- - - - 37.67 - 6.67 6.67 - - -
Exchange Differences on translating the financial statements of a foreign operations
- - - - (8.39) - (7.89) (7.89) - - -
Income / (Loss)
of other income
Other items
Items of Other Comprehensive comprehensive
Retained Earnings - (2.23) (72.42) - 910.06 336.53 - 336.53 - - (108.62)
- - - - 935.18 - - - - - -
General Reserve
27.45 - - - 27.45 - - - - (27.45) -
Money received against share warrants (Refer note 17.6)
- - - - 0.24 - - - - - -
Reserve Under Section 45 IC - RBI Act
- - - 0.78 23.85 - - - - - -
Legal / Statutory Reserve
Reserves and Surplus - 5.62 - - 11.89 - - - - - -
Reserve
Debenture Redemption
- - - - 2,531.65 - - - 107.97 - -
Securities Premium
Capital Reserve - - - (2.52) 5.64 - - - - - -
Proceeds received against share warrants Transfer to Debenture Redemption Reserve Dividend (Inclusive of Tax on Dividend) Adjustment on account of Consolidation / Foreign currency fluctuation Balance at April 01, 2019 Profit for the year Other Comprehensive Income / (Loss) for the year (net of taxes) Total Comprehensive Income for the year Premium on Issue of Share Capital Transferred to Equity share capital & Premium on issue of share capital Dividend (Inclusive of Tax on Dividend)
----- End of picture text -----
NCC LIMITED
130
| (`in crores) | Total | Total | 0.23 | 5,037.32 | The accompanying notes are an integral part of the consolidated financial statements In terms of our report attached ForS.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board ICAI Firm Registration No. 101049W/E300004 CHARTERED ACCOUNTANTS per NAVNEET RAI KABRA R.S. RAJU A.A.V. RANGA RAJU Partner Associate Director (F&A) / CFO Managing Director / CEO Membership No. 102328 (DIN No: 00019161) M.V. SRINIVASA MURTHY A.G.K. RAJU Company Secy. & E.V.P (Legal) Executive Director (DIN No: 00019100) Hyderabad, May 29, 2020 |
|---|---|---|---|---|---|
| Non- controlling interests |
(1.80) |
252.84 |
|||
| Equity attributable to the shareholders of the Company |
2.03 |
4,784.48 |
|||
| omprehensive (Loss) |
Exchange Differences on translating the financial statements of a foreign operations |
- |
44.34 | ||
| Items of Other C Income / |
Other items of other comprehensive income |
- |
(16.28) |
||
| Retained Earnings |
- |
1,137.97 | |||
General Reserve |
- |
935.18 |
|||
| Money received against share warrants (Refer note 17.6) |
- |
- |
|||
| d Surplus | Reserve Under Section 45 IC - RBI Act |
- |
0.24 |
||
| Reserves an | Legal / Statutory Reserve |
2.03 |
25.88 |
||
| Debenture Redemption Reserve |
- |
11.89 |
|||
| Securities Premium |
- |
2,639.62 |
|||
| Capital Reserve |
- | 5.64 | |||
| Adjustment on account of Consolidation / Foreign currency fluctuation |
Balance at March 31, 2020 |
Annual Report 2019-20
131
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020
||(in crores)|(in crores)|
|---|---|---|
||Year ended
March 31, 2020|Year ended
March 31,2019|
|A.
Cash flows from operating activities|||
|Profit before tax|386.91|894.34|
|Adjustments for:|||
|Depreciation and amortisation expenses|199.22|192.53|
|Share of loss from associate companies|10.62|6.86|
|Profit on sale of Property,Plant and Equipment and Investment Property|(11.07)|(23.11)|
|Finance costs|553.85|521.95|
|Interest income|(45.56)|(30.29)|
|Profit on sale of current & Non-Current investments(net)|(0.71)|(2.45)|
|Gain on remeasuringinvestment at FVTPL(net)|(9.37)|(6.15)|
|Trade Receivables/Advances written off|-|10.48|
|Provision for doubtful trade receivables/advances/others|22.04|39.50|
|Expected credit loss for Unbilled revenue|46.60|7.09|
|Exceptional items(net)|49.63|107.82|
|Rental income from investmentproperties|(7.23)|(6.32)|
||808.02|817.91|
|Operating profit before working capital changes|1,194.93|1,712.25|
|Changes in working capital:|||
|Adjustments for(Increase) / Decrease in operating assets:|||
|Decrease in Inventories|34.12|25.77|
|Decrease/ (Increase)in Trade receivables|576.62|(780.82)|
|Decrease/ (Increase)in Other financial assets|115.06|(49.33)|
|(Increase)in Other assets|(153.03)|(872.21)|
|Adjustments for Increase/ (Decrease) in operating liabilities:|||
|(Decrease) /Increase in Tradepayables|(456.88)|858.07|
|Increase/ (Decrease)in Other financial liabilities|6.59|(6.14)|
|(Decrease)in Other current liabilities|(275.23)|(2.29)|
|Increase in Provisions|30.25|27.15|
||(122.50)|(799.80)|
|Cashgenerated from operations|1,072.43|912.45|
|Net income tax(paid)|(141.04)|(239.32)|
|Net cash flows from operating activities(A)|931.39|673.13|
|B.
Cash flows from investing activities|||
|Capital expenditure for property , plant and equipment, Investment property,
Intangible Assets includingCapital Work in Progress|(150.00)|(572.00)|
|Proceeds from disposal of Property,Plant and Equipment,Investment Property|97.64|132.83|
|Movement in Margin MoneyDeposits/Other Deposits|(102.50)|(160.37)|
|Sale/ (Purchase)of Non current/current investments|77.96|(17.16)|
|Loans realised/ (given)- Associates and others|40.14|(18.16)|
|Interest received|32.28|16.10|
|Rental income from investmentproperty|7.23|6.32|
|Foreign Exchange translation adjustment(arisingon consolidation)|7.80|(6.47)|
|Net cash flows from/ (used) in investing activities(B)|10.55|(618.91)|
NCC LIMITED
132
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020 (Contd.)
( ` in crores)
| (`in crores) | ||
|---|---|---|
| Year ended March 31, 2020 |
Year ended March 31,2019 |
|
| C. Cash flow from financing activities |
||
| Proceeds received against share warrants | 82.36 | 27.45 |
| Redemption of debentures | (46.00) | (36.80) |
| Proceeds from longterm borrowings | 147.54 | 496.44 |
| Repayment of longterm borrowings | (370.69) | (261.40) |
| Short term borrowings -(repaid) /borrowed(net) | (240.78) | 432.17 |
| Finance costspaid | (510.74) | (496.29) |
| Dividend and Dividend Taxpaid | (108.62) | (72.42) |
| Net cash flows(used) / from financing activities(C ) | (1,046.93) | 89.15 |
| Net(Decrease) / Increase in Cash and cash equivalents(A+B+C) | (104.99) | 143.37 |
| Cash and cash equivalents at the beginningof theyear | 219.43 | 76.06 |
| Cash and cash equivalents at the end of theyear | 114.44 | 219.43 |
| Reconciliation of Cash and cash equivalents with the Balance Sheet: | ||
| Cash and cash equivalents | 114.44 | 219.43 |
| Cash and cash equivalents at the end of theyear | 114.44 | 219.43 |
Note: Figures in brackets represents cash outflows.
The accompanying notes are an integral part of the financial statements
In terms of our report attached
For S.R. BATLIBOI & ASSOCIATES LLP
For and on behalf of the Board
ICAI Firm Registration No. 101049W/E300004 CHARTERED ACCOUNTANTS
per NAVNEET RAI KABRA
Partner Membership No. 102328
R.S. RAJU
Associate Director (F&A) / CFO
A.A.V. RANGA RAJU
Managing Director / CEO (DIN No: 00019161)
M.V. SRINIVASA MURTHY
Company Secy. & E.V.P (Legal)
A.G.K. RAJU
Executive Director (DIN No: 00019100)
Hyderabad, May 29, 2020
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1 Corporate information:
NCC Limited, (“NCCL”/“the Company”) was established as a Partnership firm in 1978, which was subsequently converted into a limited Company in 1990. The shares of the Company, was listed on the stock exchanges in India, in 1992 pursuant to Public offer of equity shares. The registered office of the Company is located at NCC House, Madhapur, Hyderabad - 500 081, Telangana, India. The Company, its subsidiaries, and Associates collectively referred to as the “Group” is engaged in the infrastructure sector and undertaking turnkey EPC contracts as well as BOT projects on Public-Private Partnership basis. The Group’s range of verticals comprises of Buildings & Housing, Roads, Railways, Mining, Water & Environment, Irrigation, Power, Electrical, Metals, Oil & Gas and International business.
2 Significant accounting policies:
2.1 Statement of Compliance
These consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).
2.2 Basis of preparation and presentation
These consolidated financial statements are prepared in accordance with Ind AS under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013 ('Act') (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and / or disclosure purposes in these consolidated financial statements is determined on such a basis and measurements that have some similarities to fair value but are not fair value, such as a net realisable value in Ind AS 2 or value in use in Ind AS 36.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair
value measurement in its entirety, which are described as follows:
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Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
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Level 2 inputs are other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
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Level 3 inputs are unobservable inputs for the asset or liability.
2.3 Basis of consolidation
These consolidated financial statements incorporate the financial statements of the Company and entities controlled by the parent Company and its subsidiaries. Control is achieved when the Company:
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Has power over the investee;
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Is exposed, or has rights, to variable returns from its involvement with the investee; and
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Has the ability to use its power to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated Statement of profit and loss from the date the Company gains control until the date when the Company ceased to control the subsidiary.
Profit and loss and each component of other comprehensive income are attributed to the shareholders of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the shareholders of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
2.4 Principles of Consolidation:
The consolidated financial statements have been prepared on the following basis:
- a) NCCL consolidates entities which it owns or controls. The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as disclosed in Note 40. Subsidiaries are consolidated from the date control commences until the date control ceases. Subsidiary companies are consolidated on a
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line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances, intra-group transactions and resulting unrealised profits or losses on intra-group transactions as per Indian Accounting Standard 110.
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b) Associates are entities over which the Group has significant influence but not control. Investments in associates are accounted for using the equity method of accounting. The investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the acquisition date. The Group’s investment in associates includes goodwill identified on acquisition.
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c) A Joint Venture is a joint arrangement whereby the parties that have joint control of the arrangement, have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Investments in Joint Venture are accounted for using the equity method of accounting. The investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the acquisition date. The Group’s investment in joint venture includes goodwill identified on acquisition.
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d) The financial statements of the Subsidiaries, Joint ventures and the Associates used in the consolidation are drawn up to the same reporting date as that of the Company, i.e. March 31, 2020.
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e) The excess of cost to the Group, of its investment in the subsidiaries over the Group’s share of equity is recognised in the consolidated financial statements as Goodwill and tested for impairment annually.
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f) Non-controlling interests in the net assets of the consolidated subsidiaries is identified and presented in consolidated balance sheet under the Total Equity group.
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g) Non-controlling interests in the net assets of consolidated subsidiaries consists of:
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i) The amount of equity attributable to Noncontrolling holders at the date on which investment in a subsidiary is made; and
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ii) The Non-controlling holders share of movements in the equity since the date the parent subsidiary relationship came into existence.
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h) The consolidated financial statements are prepared to the extent possible using uniform accounting policies for like transactions and other events in similar circumstances and are presented to extent possible, in the same manner as the Company’s separate financial statements.
The Subsidiaries and Associate Companies are considered for consolidated financial statements are given in Note 40.
2.5 Changes in the Group’s ownership interests in existing subsidiaries
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interest and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to shareholders of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in Statement of Profit and Loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interest. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to the statement of profit and loss or transferred to another category of equity as specified / permitted by applicable Ind AS). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under Ind AS 109, or when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
2.6 Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.
The Group’s policy for goodwill arising on the acquisition of an associate and a joint venture is described at note 2.4.
2.7 Revenue Recognition
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
Project division
A single performance obligation is identified in the construction projects that the Group engages in, owing to the high degree of integration and customisation of the various goods and services to provide a combined output which is transferred to the customer over time and not at a specific point in time, since the entity's performance creates or enhances as asset that the customer controls as the asset is created or enhanced.
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With respect to the method for recognising revenue over time (i.e. the method for measuring progress towards complete satisfaction of a performance obligation), the Group has established certain criteria that are applied consistently for similar performance obligations. In this regard, the method chosen by the Group to measure the value of goods or services for which control is transferred to the customer over time is the output method based on surveys of performance completed to date (or measured unit of work), according to which revenue is recognised corresponding to the units of work performed and on the basis of the price allocated thereto. In cases where the work performed till the reporting date has not reached the milestone specified in the contract, the Group recognises revenue only to the extent that it is highly probable that the customer will acknowledge the same. This method is applied as the progress of the work performed can be measured during its performance on the basis of the contract. Under this method, on a regular basis, the work completed under each contract is measured and the corresponding output is recognised as revenue.
Contract modifications are accounted for when additions, deletions or changes are approved either to the scope or price or both. Goods / Services added that are not distinct are accounted for on a cumulative catch up basis. Goods / Services those that are distinct are accounted for prospectively as a separate contract, if the additional goods / services are priced at the standalone selling price else as a termination of the existing contract and creation of a new contract . In cases where the additional work has been approved but the corresponding change in price has not been determined, the recognition of revenue is made for an amount with respect to which it is highly probable that a significant reversal will not occur.
If the consideration promised in a contract includes a variable amount, this amount is recognised only to the extent that it is highly probable that a significant reversal in the amount recognised will not occur.
Real Estate
The Group has assessed and determined that the performance obligation for all its revenue streams are performed at a point in time.
Contract costs
Costs related to work performed in projects are recognised on an accrual basis. Costs incurred in connection with the work performed are recognised as an expense.
Provision for future losses
Provision for future losses are recognised as soon as it becomes evident that the total costs expected to be incurred in a contract exceed the total expected revenue from that contract.
Contract balances
i) Contract assets
A contract asset is recognised for amount of work done but pending billing / acknowledgement by customer or amounts billed but payment is due on completion of future performance obligation, since it is conditionally receivable. The provision for Expected Credit Loss on contract assets is made on the same basis as financial assets as stated in note no. 2.21.
ii) Trade receivables
A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section Financial instruments – initial recognition and subsequent measurement.
iii) Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received advance payments from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the consideration received.
2.8 Other Income:
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a) Dividend Income: Dividend income from Investments is recognised when the shareholder's right to receive payment has been established.
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b) Interest income: Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
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c) Rental income: Rental income from operating leases is generally recognised over the term of the relevant lease.
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2.9 Foreign exchange translation and foreign currency transactions:
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These financial statements are presented in Indian rupees (rounded off to crores).
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was
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determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in Statement of Profit and Loss in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to Statement of Profit and Loss on repayment of the monetary items.
For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group’s foreign operations including foreign branches are translated into Indian Rupees using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. disposal of the Group’s entire interest in a foreign operation, a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to Statement of Profit and Loss.
2.10 Borrowing Costs:
Borrowing costs include interest and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset up to the date of capitalisation of such asset are included in the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.
2.11 Employee Benefits:
2.11.1 Retirement benefit costs and termination benefits
Payment to defined contribution retirement benefit plans are recognised as an expenses when employees have rendered service entitling them to the contributions.
Superannuation
The Group’s contribution to Superannuation fund is considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.
Provident Fund
Contribution to Provident fund made to Regional Provident Fund Commissioner are recognised as expense.
Defined Benefit Plans
For defined post benefit retirement plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling ( if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to Statement of Profit and Loss. Past service cost is recognised in the Statement of Profit and Loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset.
In respect of employees of overseas subsidiaries and branches, contribution to defined benefit contribution retirement plans, is determined in accordance with the respective state laws.
2.11.2 Compensated Absences
The employees are entitled to accumulate leave subject to certain limits, for future encashment and availment, as per the policy of the Group.
The liability towards such unutilized leave as at the end of each balance sheet date is determined based on independent actuarial valuation and recognised in the Statement of Profit and Loss.
In respect of employees of overseas subsidiaries and branches, end of service benefit is accrued in accordance with the terms of employment. Employees entitlements to annual leave is recognised on actual basis and charged to the Statement of Profit and Loss.
2.12 Taxes on Income:
Income tax expense represents the sum of the tax currently payable and deferred tax.
2.12.1 Current Tax:
Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the
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applicable tax rates and the provisions of the Income-tax Act, 1961 and other applicable tax laws that have been enacted or substantively enacted by the end of the reporting period in the countries where the Group operates and generates taxable income.
2.12.2 Deferred Tax:
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax for the year. The deferred tax asset is recognised for MAT credit available only to the extent that it is probable that the concerned company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the company recognises MAT credit as an asset, it is created by way of credit to the Statement of Profit and Loss and shown as part of deferred tax asset. The company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent that it is no longer probable that it will pay normal tax during the specified period.
2.12.3 Current and deferred tax for the year:
Current and deferred tax are recognised in Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable
tax regulations are subject to interpretation and establishes provisions where appropriate.
2.13 Property, plant and equipment:
Property, plant and equipment (PPE) are carried at cost less accumulated depreciation and impairment losses, if any. The cost of Property, plant and equipment comprises of purchase price, applicable duties and taxes, any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition / construction of qualifying PPE, that takes a substantial period of time to get ready for its intended use, up to the date the asset is ready for its intended use. The initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located is required to be included in the cost of the respective item of property plant and equipment and Cost of major inspections is recognised in the carrying amount of property, plant and equipment as a replacement, if recognition criteria are satisfied and any remaining carrying amount of the cost of previous inspection is derecognised. For transition to Ind AS, the Group has elected to adopt as deemed cost, the carrying value of PPE measured as per previous GAAP, accumulated depreciation and cumulative impairment on the transition date of April 1, 2015.
PPE retired from active use and held for sale are stated at the lower of their net book value and net realisable value and are disclosed separately.
An item of PPE is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in Statement of profit and loss.
2.14 Depreciation and Amortisation:
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost less its estimated residual value.
Depreciation on Property, Plant and equipment and investment property have been provided on the straight line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of construction accessories (6 years), in whose case the life of the assets has been assessed based on technical assessment, taking into account the nature of asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, maintenance, etc.
Depreciation on Property, Plant and equipment in joint venture operations provided on Straight Line Method / Written Down Value Method based on useful life prescribed in Schedule II of the Companies Act, 2013.
Intangible Assets are amortised on straight line method based on the useful life as assessed by the Management. The
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amortisation method, the residual value and amortisation period for intangible assets shall be reviewed at least at each financial year-end.
- 2.15 Investment property: Investment properties are properties held to earn rentals and / or for capital appreciation (including property under construction for such purposes). Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured in accordance with the Ind AS16’s requirement for cost model.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no further economic benefits expected from disposal. Any gain or loss arising on derecognition of the property is included in the Statement of Profit and Loss in the period in which the property is derecognised.
For transition to Ind AS, the Group has elected to adopt as deemed cost, the carrying value of Investment property measured as per previous GAAP, accumulated depreciation and cumulative impairment on the transition date of April 1, 2015.
2.16 Intangible Assets:
Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future economic benefits attributed to the asset will flow to the Group and the cost of the asset can be reliably measured. At initial recognition, the separately acquired intangible assets are recognised at cost. Following initial recognition, the intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any. The estimated useful life and amortization method reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
2.17 Inventories:
Raw Materials:
Raw Materials, construction materials and stores & spares are valued at weighted average cost or net realisable value, whichever is lower. Cost includes all charges in bringing the materials to the place of usage, excluding refundable duties and taxes.
Properties Under Development:
Properties under development are valued at cost or net realisable value, whichever is lower . Cost comprises all direct development expenditure, administrative expenses and borrowing costs.
Real Estate projects:
Completed properties held for sale are stated at the actual cost or net realizable value, whichever is lower.
Construction Work-in-progress is valued at cost. Cost is sale value less profit margin.
2.18 Provisions, Contingent Liabilities and Contingent Assets :
The Group recognises provisions when there is present obligation as a result of past event and it is probable that there will be an outflow of resources and reliable estimate can be made of the amount of the obligation. A disclosure for Contingent liabilities is made in the notes on accounts when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Contingent assets are disclosed in the financial statements when flow of economic benefit is probable.
2.19 Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in Statement of Profit and Loss.
2.20 Financial assets
Financial asset is
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Cash / Equity Instrument of another Entity,
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Contractual right to –
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a) receive Cash / another Financial Asset from another Entity, or
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b) exchange Financial Assets or Financial Liabilities with another Entity under conditions that are potentially favourable to the Entity.
2.21 Subsequent measurement of the financial assets
(i) Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
(ii) Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
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amount outstanding. Further, in case where the Group has made an irrevocable selection based on its business model, for its investments which are classified as equity instruments, the subsequent changes in fair value are recognised in other comprehensive income.
(iii) Financial assets at fair value through Profit or loss
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A financial asset which is not classified in any of the above categories are subsequently fair valued through Profit or loss.
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(iv) The Group recognises loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognised as an impairment gain or loss in Statement of Profit and Loss.
2.22 Financial liabilities
Financial liability is Contractual Obligation to
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a) deliver Cash or another Financial Asset to another Entity, or
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b) exchange Financial Assets or Financial Liabilities with another Entity under conditions that are potentially unfavourable to the Entity.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.
2.23 Subsequent measurement of the financial liabilities
Financial liabilities are subsequently carried at amortised cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate the fair value due to the short maturity of these instruments.
2.24 Derecognition of financial instruments
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognised from the Group's balance sheet when the obligation specified in the contract is discharged or cancelled or expires.
2.25 Fair value of financial instruments
In determining the fair value of its financial instruments, the Group uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value
include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may or may not actually be realised.
2.26 Receivable under Service concession arrangement:
These arrangements are accounted for based on the nature of the consideration. The intangible asset model is used to the extent that the Group bears the demand risk. The financial asset model is used when the Group has an unconditional contractual right to receive cash or another financial asset from or at the direction of the grantor for the construction services. When the unconditional right to receive cash covers only part of the service, the two models are combined to account separately for each component.
If the Group performs more than one service (i.e., construction or upgrade services and operation services) under a single contract or arrangement, consideration received or receivable is allocated by reference to the relative fair values of the services delivered, when the amounts are separately identifiable.
In the financial asset model, the amount due from the grantor meets the definition of a receivable which is measured at fair value. It is subsequently measured at amortised cost. The amount initially recognised plus the cumulative interest on that amount is calculated using the effective interest method. Any asset carried under concession arrangements is derecognised on disposal or when no future economic benefits are expected from its future use or disposal or when the contractual rights to the financial asset expire.
2.27 Impairment of Assets:
Intangible assets and property, plant and equipment : Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.
If such assets are considered to be impaired, the impairment to be recognised in the Statement of Profit and Loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.
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2.28 Fair value measurement:
The Group measures certain financial instruments at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
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a. In the principal market for the asset or liability, or
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b. In the absence of principal market, in the most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
2.29 Leases:
- a) Accounting policy as per new lease standard
The Group applied Ind AS 116 for the first time with effect from April 01, 2019. The changes in accounting policy on account of adoption of this new accounting standard is described in note 2.36.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At the date of commencement of the lease, the Group recognises a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except short-term leases and low value leases.
Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Group makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Group considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Group’s operations taking into account the location of the underlying asset and the availability of suitable alternatives.
The Group applies the short-term lease recognition exemption to its short-term leases of premises and construction equipment (i.e., those leases that have a
lease term of 12 months or less from the commencement date or the adoption of Ind AS 116 and do not contain a purchase option). Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
- b) Accounting policy till previous year
The Group leasing arrangements are mainly in respect of operating leases for premises and construction equipment. The leasing arrangements range from 11 months to 10 years generally and are usually cancellable / renewable by mutual consent on agreed terms. Lease payments under operating leases are recognised as an expense on a straight line basis in the statement of profit and loss over the lease term except where the lease payments are structured to increase in line with expected general inflation.
2.30 Earnings Per Share :
Basic earnings per equity share is computed by dividing the net profit for the year attributable to the Equity Shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit for the year, adjusted for the effects of dilutive potential equity shares, attributable to the Equity Shareholders by the weighted average number of the equity shares and dilutive potential equity shares outstanding during the year except where the results are anti-dilutive.
2.31 Cash Flow Statement:
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Group are segregated based on the available information.
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
2.32 Critical judgments in applying accounting policies:
The following are the critical judgments, apart from those involving estimations, that the directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
- (i) Revenue recognition: The Group uses the stage of completion method using survey method and /or on completion of physical proportion of the contract work to measure progress towards completion in respect of construction contracts. This method is followed when reasonably dependable estimates of costs applicable to various elements of the contract can be made. Key
Annual Report 2019-20
141
Notes forming part of the consolidated financial statements
factors that are reviewed in estimating the future costs to complete include estimates of future labour costs and productivity efficiencies. Because the financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts, recognised revenue and profit are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which the loss becomes probable.
- (ii) Key sources of estimation uncertainty: The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Items requiring Assumption and estimation significant estimate uncertainty
The Group reviews the estimated useful lives, depreciation method and residual value of property plant and equipment at Review of property, the end of each reporting period. During plant and equipment the current year, there has been no change in life, depreciation method and residual value considered for the assets.
Some of The Group's assets and liabilities are measured at fair value for the financial reporting purposes. The valuation committee which is headed by the Chief Financial Officer determines the appropriate valuation techniques and inputs for fair value measurements.
In estimating the fair value of an asset or a liability, the Group uses marketFair value observable data to the extent it is measurements and available. Where Level 1 inputs are not valuation processes available, the Group engages third party / internal qualified valuers to perform the valuation. Finance team works closely with the qualified external / internal valuers to establish the appropriate valuation techniques and inputs to the model. The Chief Financial Officer reports the valuation committee's findings to the Board of Directors about the cause of fluctuations in the fair value of the assets and liabilities.
Items requiring Assumption and estimation significant estimate uncertainty
In assessing the recoverability of the trade receivables and contracts assets, Provision for doubtful management’s judgement involves receivables and consideration of aging status, evaluation contract assets of litigations and the likelihood of collection based on the terms of the contract.
Inventories are stated at the lower of cost and Fair value. In estimating the net Estimation of net realisable value / Fair value of Inventories, realisable value of The Group makes an estimate of future inventories selling prices and costs necessary to make the sale.
The Group uses actuarial assumptions to determine the obligations for employee benefits at each reporting period. These Provision for assumptions include the discount rate, employee benefits expected long-term rate of return on plan assets, rate of increase in compensation levels and mortality rates.
Significant judgments are required in determining the provision for income taxes, including the amount expected to be paid / recovered for uncertain tax positions. The Group reviews the Provision for taxes “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent that it is no longer probable that it will pay normal tax during the specified period. The Group is subjected to VAT assessments in various states where projects were executed. Basing on applicable VAT rules of various states the Group estimated the VAT liability and provided in the Indirect tax litigations book of accounts. The VAT assessments in different states are at different stages and on some of the assessment orders, the Group made appeals and they are at various tribunals and courts.
2.33 Exceptional Items:
Exceptional Items represents the nature of transactions which are not in recurring nature during the ordinary course of business but lead to increase / decrease in profit / loss for the year.
NCC LIMITED
142
Notes forming part of the consolidated financial statements
2.34 Operating cycle:
The Group adopts operating cycle based on the project period (including Defect Liability Period) and accordingly all project related assets and liabilities are classified into current and non current. Other than project related assets and liabilities, 12 months period is considered as normal operating cycle.
2.35 Recent accounting pronouncements
Standards issued but not yet effective and not early adopted by the Group
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from April 1, 2020.
2.36 Changes in the accounting policies
Ind AS 116 supersedes Ind AS 17 Leases including its appendices (Appendix C of Ind AS 17 Determining whether an Arrangement contains a Lease, Appendix A of Ind AS 17 Operating Leases-Incentives and Appendix B of Ind AS 17 Evaluating the Substance of Transactions Involving the Legal
Form of a Lease). The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to recognise most leases on the balance sheet.
The Group has adopted Ind AS 116 using the modified retrospective method of adoption with the date of initial application of April 01, 2019. The following is the summary of practical expedients elected on initial application:
-
a) Applied the exemption not to recognise right-of-use assets and liabilities for leases with less than 12 months of lease term on the date of initial application.
-
b) Ind AS 116 is applied only to contracts that were previously identified as leases under Ind AS 17.
The Group has applied the short-term lease recognition exemption to its short-term leases of premises and construction equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date or the adoption of Ind AS 116 and do not contain a purchase option). There are no leases other than the aforesaid, hence the impact is insignificant.
Annual Report 2019-20
143
Notes forming part of the consolidated financial statements
Note 3
Property, Plant, Equipment and Capital Work-in-Progress:
( ` in crores)
==> picture [510 x 40] intentionally omitted <==
----- Start of picture text -----
Furniture
Plant and Construction Office Office Lease Hold Construction
Land Buildings and Total
Equipment Vehicles Vehicles Equipment Improvements Accessories
Fixtures
----- End of picture text -----
| Land | Buildings | Plant and Equipment |
Furniture and Fixtures |
Construction Vehicles |
Office Vehicles |
Office Equipment |
Lease Hold Improvements |
Construction Accessories |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Cost: | ||||||||||
| Balance as at April 1,2018 |
62.61 | 37.78 | 983.77 | 13.96 | 307.83 | 101.35 | 61.61 | 17.24 | 643.12 | 2,229.27 |
| Additions | - | 19.75 | 197.15 | 2.32 | 102.40 | 16.12 | 6.39 | - | 186.46 | 530.59 |
| Disposals / Adjustments | - | 1.21 | 167.41 | 2.38 | 146.70 | 22.11 | 4.94 | - | 37.77 | 382.52 |
| Effect of Foreign Currency Exchange Differences |
- | - | 20.68 | 0.14 | 11.80 | 1.94 | 0.77 | - | 4.99 | 40.32 |
| As at March 31, 2019 | 62.61 | 56.32 | 1,034.19 | 14.04 | 275.33 | 97.30 | 63.83 | 17.24 | 796.80 | 2,417.66 |
| Additions | - | 7.52 | 37.35 | 1.09 | 12.15 | 9.34 | 3.53 | - | 57.62 | 128.60 |
| Disposals / Adjustments | - | 1.69 | 153.29 | 0.42 | 103.90 | 13.64 | 2.75 | - | 53.01 | 328.70 |
| Effect of Foreign Currency Exchange Differences |
- | - | 9.76 | 0.08 | 3.02 | 0.68 | 0.95 | - | 2.07 | 16.56 |
| As at March 31, 2020 | 62.61 | 62.15 | 928.01 | 14.79 | 186.60 | 93.68 | 65.56 | 17.24 | 803.48 | 2,234.12 |
| Depreciation: | ||||||||||
| Balance as at April 1,2018 |
- | 7.47 | 505.54 | 7.68 | 230.07 | 56.67 | 48.12 | 4.65 | 359.64 | 1,219.84 |
| Depreciation | - | 3.80 | 81.94 | 1.14 | 21.78 | 9.19 | 4.90 | 3.86 | 64.80 | 191.41 |
| Disposals / Adjustments | - | 0.31 | 112.00 | 1.73 | 127.00 | 17.86 | 4.57 | - | 25.28 | 288.75 |
| Effect of Foreign Currency Exchange Differences |
- | - | 0.30 | 0.09 | 0.28 | 0.61 | 0.65 | - | 2.08 | 4.01 |
| As at March 31, 2019 | - | 10.96 | 475.78 | 7.18 | 125.13 | 48.61 | 49.10 | 8.51 | 401.24 | 1,126.51 |
| Depreciation | - | 4.94 | 72.49 | 1.17 | 22.00 | 8.99 | 5.26 | 3.81 | 79.58 | 198.24 |
| Disposals / Adjustments | - | 0.16 | 118.83 | 0.36 | 67.24 | 10.77 | 2.58 | - | 45.36 | 245.30 |
| Effect of Foreign Currency Exchange Differences |
- | - | 6.64 | 0.07 | 1.87 | 0.57 | 0.86 | - | 1.76 | 11.77 |
| As at March 31, 2020 | - | 15.74 | 436.08 | 8.06 | 81.76 | 47.40 | 52.64 | 12.32 | 437.22 | 1,091.22 |
| Net Block | ||||||||||
| As at March 31, 2019 | 62.61 | 45.36 | 558.41 | 6.86 | 150.20 | 48.69 | 14.73 | 8.73 | 395.56 | 1,291.15 |
| As at March 31, 2020 | 62.61 | 46.41 | 491.93 | 6.73 | 104.84 | 46.28 | 12.92 | 4.92 | 366.26 | 1,142.90 |
Capital work in progress**15.16 crores**(31.03.2019:13.49 crores) |
Note: Refer note 19 and 23 for details of assets pledged.
NCC LIMITED
144
Notes forming part of the consolidated financial statements
Note 3.1
Investment property & Investment property under construction:
==> picture [510 x 47] intentionally omitted <==
----- Start of picture text -----
(` in crores)
Buildings given
Land - Freehold under operating Total
Lease
----- End of picture text -----
| Land - Freehold | Buildings given under operating Lease |
Total | |
|---|---|---|---|
| Cost: | |||
| Balance as at April 01, 2018 | 99.32 | 33.30 | 132.62 |
| Additions | 9.67 | 68.49 | 78.16 |
| Disposals/Adjustments | 14.38 | 1.42 | 15.80 |
| As at March 31, 2019 | 94.61 | 100.37 | 194.98 |
| Additions | 13.82 | 1.07 | 14.89 |
| Disposals/Adjustments | - | 3.15 | 3.15 |
| As at March 31, 2020 | 108.43 | 98.29 | 206.72 |
| Depreciation: | |||
| Balance as at April 01, 2018 | - | 4.44 | 4.44 |
| Depreciation | - | 0.61 | 0.61 |
| Disposals/Adjustments | - | (0.14) | (0.14) |
| As at March 31, 2019 | - | 5.19 | 5.19 |
| Depreciation | - | 0.67 | 0.67 |
| Disposals/Adjustments | - | - | - |
| As at March 31, 2020 | - | 5.86 | 5.86 |
| Net Block | |||
| As at March 31, 2019 | 94.61 | 95.18 | 189.79 |
| As at March 31, 2020 | 108.43 | 92.43 | 200.86 |
Investmentproperty under construction**68.10 crores**(31.03.2019:68.10 crores) |
Note: Refer note 19 and 23 for details of assets pledged and Note 30 for the details of Rental income.
Fair value of the investment property and investment property under construction:
Details of the investment property and information about the fair value hierarchy as at March 31, 2020 and March 31, 2019 are as follows:
(` in crores)
==> picture [510 x 82] intentionally omitted <==
----- Start of picture text -----
Fair value as at Fair value as at
Fair value hierarchy
March 31, 2020 March 31, 2019
Land Level 3 182.44 155.42
Buildings Level 3 214.48 211.29
Investment property under construction Level 3 82.86 82.86
Total 479.78 449.57
----- End of picture text -----
The internal technical team of the Company has valued for some of the properties at 363.04 crores (31.03.2019: 326.17 crores) and the balance properties have been valued by independent valuer at 116.74 crores (31.03.2019: 123.40 crores). The Valuation is based on Government rates, market research, market trend and comparable values as considered appropriate.
Annual Report 2019-20
145
Notes forming part of the consolidated financial statements
3.2 Other Intangible Assets
==> picture [510 x 314] intentionally omitted <==
----- Start of picture text -----
(` in crores)
Intangible Assets Total
Cost:
Balance as at April 01, 2018 13.10 13.10
Additions - -
Disposals / Adjustments - -
Cost:
As at March 31, 2019 13.10 13.10
Additions 0.04 0.04
Disposals / Adjustments - -
As at March 31, 2020 13.14 13.14
Amortisation:
Balance as at April 01, 2018 11.52 11.52
Amortisation 0.51 0.51
Disposals / Adjustments - -
Depreciation and amortisation:
As at March 31, 2019 12.03 12.03
Amortisation 0.31 0.31
Disposals / Adjustments - -
As at March 31, 2020 12.34 12.34
Net Block
As at March 31, 2019 1.07 1.07
As at March 31, 2020 0.80 0.80
----- End of picture text -----
NCC LIMITED
146
Notes forming part of the consolidated financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
||Number of
Shares|Amount|Number of
Shares|Amount|
|4
Investments|||||
|4.1
Non Current Investments|||||
|A
Trade(Unquoted) (At Cost)|||||
|a
In Associates(Equity method)|||||
|i)
Investment in equity instruments|||||
|In Shares of10 each,fully paid up|||||
|Tellapur Techno CityPrivate Limited||**-**|14,702,600|14.70|
|**Less:**Provision for Impairment in value of Investments||**-**||14.70|
|||**-**||-|
|Paschal Form Work(India)Private Limited|**6,549,892**|<br>**0.53**|6,549,892|1.62|
|Himalayan Green EnergyPrivate Limited|**1,000,000**|<br>**-**|1,000,000|-|
|Ekana Sportz CityPrivate Limited(Refer note 19.2)|**2,268,000**|<br>**23.26**|2,268,000|23.13|
|Brindavan Infrastructure CompanyLimited|**8,643,036**|<br>**12.46**|8,643,036|12.50|
|PondicherryTindivanam TollwayLimited(Refer note 4.4)|**3,388,040**|<br>**-**|3,388,040|5.67|
|Varapradha Real Estates Private Limited|**13,344,973**|<br>**76.91**|13,344,973|76.70|
|In Shares of one USD each fully paid up|||||
|Apollonius Coal and EnergyPte Limited|**3,778,757**|**15.78**|3,778,757|20.69|
|**Less:**Provision for Impairment in value of Investments||**8.00**||8.00|
|||**7.78**||12.69|
|In Shares of 1000 Dirham each fully paid up|||||
|Nagarjuna Facilities Management Services,L.L.C.,Dubai|**147**|**-**|147|-|
|In Shares of1 each fully paid up|||||
|Tellapur Technocity (Mauritius) (Refer note 4.3)||-||74.06|
|Less:Provision for Impairment in value of Investments||-||38.00|
|||-||36.06|
|Less:Transferred to held for sale||-||36.06|
|||-||-|
|(ii)
Investment in debentures|||||
|Tellapur Techno City Private Limited (of1 each, fully paid up)<br>(Refer note. 4.3)||**-**||49.60|
|**Less:**Provision for Impairment in value of Investments||**-**||12.95|
|||**-**||36.65|
|**Less:**Transferred to held for sale||**-**||(36.65)|
|||**-**||-|
|**Total aggregate investments in Associates**||**120.94**||132.31|
|**b**<br>**In Subsidiaries**(Refer note 40.1)|||||
|**Investment in equity instruments**|||||
|In EquityShares of "LKR" 10 each,fully paid up|||||
|NCC Urban Lanka Private Limited(Value in7)|2|-|2|-|
Annual Report 2019-20
147
Notes forming part of the consolidated financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
||Number of
Shares|Amount|Number of
Shares|Amount|
|c
In Other entities|||||
|Investment at Fair Value through Profit and Loss|||||
|
SNP Developers and Projects LLP (Valued at35,500 )||**-**||-|
|SNP Ventures LLP||**2.18**||2.18|
|SNP Property Developers LLP||**0.01**||2.13|
|NAC Infrastructure Equipment Limited|**1,499,900**|<br>**1.50**|1,499,900|1.50|
|<br>In Shares of25 each, fully paid up|||||
|
Akola Urban Co-operative Bank Limited|4,040|
0.01|4,040|0.01|
|d
Investment in debentures (Fair value through Profit and
Loss)|||||
|0% Compulsory Convertible Debentures|||||
|
Gayatri Energy Ventures Private Limited (each1,483)<br>(Refer note. 4.5)|**1,619,928**|<br>**240.24**|1,619,928|240.24|
|<br>**Less:**Provision for Impairment in value of Investments||**30.51**||-|
|||**209.73**||240.24|
|**B**<br>**Trade (Quoted)**|||||
|<br>**Investment in equity instruments**|||||
|<br>In Shares of10 each, fully paid up|||||
|
NCC Finance Limited [(Value90) ]|**9**|<br>**-**|9|-*|
|**Total aggregate investments in Other entities**||**213.43**||246.06|
||||||
|**Total**||**334.37**||378.37|
|**4.2**<br>**Current Investments**|||||
|**Investment at Fair Value through Profit and Loss Account**|||||
|<br>**In Mutual Funds (Quoted)**|||||
|<br>L&T Mutual Fund|||||
|-Debt Funds (Refer note 4.6)|**48,069,141**|<br>**113.87**|48,580,877|97.12|
|**Total**||**113.87**||97.12|
|**Grand Total**||**448.24**||475.49|
||||||
|Aggregate market value of current Quoted Investments||**113.87**||97.12|
|<br>Aggregate amount of Unquoted Investments||**334.37**||378.37|
|<br>Aggregate amount of impairment in value of investments||**38.51**||8.00|
|<br>Aggregate market value of Non Current Quoted Investments<br>*Market value ofNil (31.03.2019:`10.89/-)||-||-**|
4.3 During the previous year, Investment in Tellapur Technocity (Mauritius) and Tellapur Technocity Private Limited is classified under "Assets classified as held for sale" and disposed during the year.
4.4 Of these 1,853,656 shares (31.03.2019: 1,853,656 shares) are pledged with Axis Bank Limited & WITCO as security for term loans availed by Pondicherry Tindivanam Tollway Limited.
4.5 During the financial year 2017-18, NCC Infrastructure Holdings Limited (NCCIHL) sold its investment in Sembcorp Gayatri Power Limited to Gayatri Energy Ventures Pvt Ltd (GEVPL) at carrying value. As part consideration for this sale, NCCIHL received 1,619,928 compulsorily convertible debentures for a value of 240.24 crores. NCCIHL has conducted Risk Assessment of its assets including its investment in GEVPL. In accordance with the same, a provision has been made for an amount of 30.51 crores as "Provision for Impairment in value of Investments" as on March 31, 2020. In the absence of visibility as to profits, a deferred tax Asset has not been created in respect of this impairment.
4.6 Includes investments held pursuant to the provisions of Debenture Trust Deed to meet Debt Service Reserve Account (DSRA) 20.00 crores and Major Maintenance Reserve 72.00 crores.
NCC LIMITED
148
Notes forming part of the consolidated financial statements
( ` in crores)
| As at March 31, 2020 | As at March 31, 2020 | As at March 31,2019 | As at March 31,2019 | |
|---|---|---|---|---|
| 5 Loans |
||||
| Un-Secured,Consideredgood | ||||
| Loans and Advances to Related Parties | ||||
| Associate | ||||
| Considered Good | - | 13.51 | ||
| Significant increase in credit risk | 13.91 | - | ||
| 13.91 | 13.51 | |||
| Less : Allowance for significant increase in credit risk | 13.91 | - | ||
| - | 13.51 | |||
| Other Loans and Advances | ||||
| Considered Good | - | - | ||
| Significant increase in credit risk | 26.67 | 26.67 | ||
| 26.67 | 26.67 | |||
| Less : Allowance for significant increase in credit risk | 26.67 | 26.67 | ||
| - | - | |||
| Total | - | 13.51 | ||
| 6 Trade Receivables |
||||
| Unsecured | ||||
| Considered Good | 209.74 | 104.59 | ||
| Considered Doubtful | 11.94 | 16.04 | ||
| 221.68 | 120.63 | |||
| Less : Allowance for doubtful trade receivables | 11.94 | 16.04 | ||
| Total | 209.74 | 104.59 | ||
| 7 Other Financial Assets |
||||
| Un-Secured,Consideredgood | ||||
| Other Receivables | 0.72 | 0.30 | ||
| Margin MoneyDeposits(Refer note 12.4) | 30.38 | 59.22 | ||
| In Deposit Accounts with remainingmaturitymore than 12 months | 0.01 | 0.55 | ||
| Interest accrued on loans | ||||
| Considered Doubtful | 1.08 | 1.08 | ||
| 1.08 | 1.08 | |||
| Less : Allowance for doubtful interest | 1.08 | 1.08 | ||
| - | - | |||
| Deposits with Customers and Others | 4.39 | 2.06 | ||
| Deposits - Joint Development(Refer note 7.1) | 47.92 | 48.82 | ||
| Receivable under service concession arrangement | 172.56 | 215.69 | ||
| Total | 255.98 | 326.64 |
7.1 Deposits - Joint Development represents deposits with respective land owners against registered Joint Development Agreements (JDAs) / Memorandum of Understanding (MOU). The lands under respective JDA / MOU are in the possession of the NCC Urban. NCC Urban is assessing the market scenario and accordingly initiate execution of the project/s at an appropriate time.
Deposits - Joint development are interest free, refundable deposits and the gross amount as at March 31, 2020 56.56 crores (31.03.2019: 62.33 crores).
Annual Report 2019-20
149
Notes forming part of the consolidated financial statements
( ` in crores)
| As at March 31, 2020 | As at March 31, 2020 | As at March 31,2019 | As at March 31,2019 | |
|---|---|---|---|---|
| 8 Deferred Tax Assets(Net) (Refer note 54) |
||||
| Deferred Tax | 89.69 | 153.23 | ||
| MAT - Minimum Alternate Tax | 125.15 | 28.45 | ||
| Total | 214.84 | 181.68 | ||
| 9 Other Non - Current Assets |
||||
| Advance for Purchase of Land(Refer note 9.1) | 2.27 | 5.97 | ||
| GST/Sales Tax/Value Added Tax credit receivable | 113.66 | 113.74 | ||
| Contract Asset | ||||
| Due onperformance of future obligations | ||||
| Retention Money | 121.74 | 111.52 | ||
| Advances to Suppliers, Sub-contractors, Capital Advances and Others (Refer note 9.2) |
233.60 | 233.60 | ||
| Total | 471.27 | 464.83 |
9.1 Advances for Purchase of Land includes 2.24 crores (31.03.2019: 5.94 crores) paid towards two properties during the years from 2005-2006 to 2008-2009, by NCC Urban Infrastructure Limited (NCC Urban) in respect of which agreements were expired. NCC Urban is confident of negotiating with the respective vendors for extension of the agreements and / or registration as per mutually agreed terms or for recovery of advances.
9.2 Advances to Suppliers, Sub–contractors and others, includes advance to enterprises owned are significantly influenced by key management personnel or their relatives 233.60 crores (31.03.2019: 233.60 crores).
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
|10
Inventories|||||
|Raw Materials|525.78||533.47||
|Raw Material in Transit|3.93||0.23||
|Work-in-progress|422.79||453.21||
|PropertyDevelopment Cost|438.79||438.50||
|Total||1,391.29||1,425.41|
|||(`in crores)|||
||As at March 31, 2020||As at March 31, 2019||
|11
Trade Receivables|||||
|Unsecured(Refer note 11.1 to 11.4)|||||
|Considered Good|2,728.28||3,428.68||
|Considered Doubtful|33.30||35.12||
||2,761.58||3,463.80||
|Less : Allowance for doubtful trade receivables|33.30||35.12||
|Total||2,728.28||3,428.68|
|11.1
Trade receivables are generally realisable from customers within a period of 30 days from the date of submission of bill / invoice.
11.2
In determining the allowance for trade receivables, the Group has used practical expedients based on financial condition of the
customer, ageing of the customer receivables and overdues, availability of collaterals and historical experience of collections
from customers. The concentration of risk with respect to trade receivables is reasonably low as most of the customers are
Government organisations though there may be normal delays in collections.|||||
NCC LIMITED
150
Notes forming part of the consolidated financial statements
11.3 Movement in the allowance for doubtful trade receivables:
( ` in crores)
|11.3
Movement in the allowance for doubtful trade receivables:|||(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
|Balance at beginning of the year|51.16||53.20||
|Add: Allowance for doubtful trade receivables|18.50||36.00||
|Less: Allowance written off during the year|(24.42)||(38.04)||
|Balance at the end of the year|45.24||51.16||
|11.4
Trade receivables includes29.47 crores (31.03.2019:31.82 crores) from associates.
(`in crores)|||||
||As at March 31, 2020||As at March 31, 2019||
|12
Cash and Bank Balances|||||
|12.1
Cash and Cash Equivalents|||||
|
Cash on hand|1.24||1.18||
|Balances with Banks :|||||
|In Current Accounts (Refer note 12.3)|113.04||188.10||
|
In Deposit Accounts with original maturity less than 3 months|0.16||30.15||
|
Total||114.44||219.43|
|12.2
Other Bank Balances|||||
|In Deposit Accounts|||||
|
Margin Money Deposits (Refer note 12.4)|215.17||30.59||
|
In Deposit Accounts with remaining maturity less than 12
months|51.12||102.54||
|Earmarked balances with Banks||266.29||133.13|
|Unpaid dividend accounts (Refer note 12.5)|0.56||0.43||
|
Long Term Deposits (Refer note 12.6)|4.38||5.65||
|
Escrow accounts (Refer note 38 (i) (a))|3.07||3.07||
|||8.01||9.15|
|Total||274.30||142.28|
12.3 Current account balance includes 0.02 crores (31.03.2019: 0.19 crores) remittance in transit.
12.4 Margin Money Deposits have been lodged with Banks against Guarantees issued by them. 12.5 Represents Cash and Cash equivalents deposited in unpaid dividend account and are not available for use by the Group other than specific purpose.
12.6 Includes deposits for Debt Service Reserve Nil (31.03.2019: 1.26 crores), pursuant to the conditions of Term Loan agreement with ICICI Bank.
12.7 Changes in liabilities arising from financing activities
| 12.7 Changes in liabilities arising from financing activities |
12.7 Changes in liabilities arising from financing activities |
12.7 Changes in liabilities arising from financing activities |
12.7 Changes in liabilities arising from financing activities |
12.7 Changes in liabilities arising from financing activities |
|---|---|---|---|---|
| (`in crores) | ||||
| Balance As at April 01, 2019 |
Cash Flows | Others | As at March 31, 2020 |
|
| Current borrowings (including current maturity) | 2,202.97 | (261.32) | - | 1,941.65 |
| Non-current borrowings | 488.43 | (248.61) | - | 239.82 |
| Total | 2,691.40 | (509.93) | - | 2,181.47 |
| (`in crores) | ||||
| Balance As at April 01, 2018 |
Cash Flows | Others | As at March 31, 2019 |
|
| Current borrowings (including current maturity) | 1,662.45 | 540.52 | - | 2,202.97 |
| Non-current borrowings | 398.44 | 89.89 | 0.10 | 488.43 |
| Total | 2,060.89 | 630.41 | 0.10 | 2,691.40 |
Annual Report 2019-20
151
Notes forming part of the consolidated financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
|13
Loans|||||
|Unsecured consideredgood|||||
|Loans to Related Parties|||||
|Associates||11.26||51.42|
|Loans to Other BodyCorporates||19.67||19.64|
|SecurityDeposits||0.23||0.21|
|Loans and Advances to Employees||8.33||9.04|
|Total||39.49||80.31|
|14
Other Financial Assets|||||
|Unsecured,consideredgood|||||
|Advances recoverable||109.79||178.00|
|Deposits with Customers and Others|||||
|Considered Doubtful|5.00||5.00||
||5.00||5.00||
|Less: Allowance for Doubtful Deposits|5.00||5.00||
|Interest Accrued on Deposits and Others|||||
|Considered Good|16.84||18.72||
|Considered Doubtful|-||11.85||
||16.84||30.57||
|Less : Allowance for doubtful interest|-||11.85||
|||16.84||18.72|
|Unbilled AnnuityReceivable||39.09||39.09|
|Other Receivables||11.41||11.41|
|Total||177.13||247.22|
|15
Non Current Tax Assets(Net)|||||
|Advance Taxes and Tax Deducted at Source (Net of Provisions for
tax)||32.65||36.74|
|15.1
Current Tax Assets(Net)|||||
|Advance Taxes and Tax Deducted at Source (Net of Provisions for
tax)||110.45||58.53|
NCC LIMITED
152
Notes forming part of the consolidated financial statements
(` in crores)
||||(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
|16
Other Current Assets|||||
|Advances to Suppliers,Sub-contractors and Others(Refer note 16.1)|||||
|Considered Good|930.58||1,063.07||
|Considered Doubtful|20.51||23.55||
||951.09||1,086.62||
|Less : Allowance for doubtful advances|20.51||23.55||
|||930.58||1,063.07|
|Contract Asset|||||
|Due onperformance of future obligations|||||
|Retention Money (Refer note 16.2)||2,238.98||2,214.21|
|Others||449.60||574.35|
|Unbilled revenue(Refer note 16.3)|||||
|Considered Good|1,804.67||1,494.72||
|Considered Doubtful|98.26||51.66||
||1,902.93||1,546.38||
|Less : Expected credit loss for unbilled revenue|98.26||51.66||
|||1,804.67||1,494.72|
|Prepaid Expenses||37.94||40.52|
|Balances with Government Authorities|||||
|Sales Tax/Value Added Tax credit receivable||109.33||162.62|
|Goods and Service Tax credit receivable||344.24||268.61|
|Total||5,915.34||5,818.10|
16.1 Advances to Suppliers, Sub–Contractors and Others, includes advances to related parties of 16.57 crores (31.03.2019: 63.22 crores). 16.2 Retention money receivable from associates for 21.03 crores (31.03.2019: 21.03 crores). 16.3 Movement in the Expected credit loss for unbilled revenue:
(` in crores)
| As at March 31, 2020 |
As at March 31, 2019 |
|
|---|---|---|
| Balance at beginningof theyear | 51.66 | 44.57 |
| Add: Expected credit loss for unbilled revenue duringtheyear | 46.60 | 7.09 |
| Balance at the end of theyear | 98.26 | 51.66 |
Annual Report 2019-20
153
Notes forming part of the consolidated financial statements
17 Share Capital
(` in crores)
| As at March 31, 2020 | As at March 31, 2020 | As at March 31, 2019 | As at March 31, 2019 | |
|---|---|---|---|---|
| Number of shares |
Amount | Number of shares |
Amount | |
| Authorised : | ||||
| EquityShares of`2 each | 750,000,000 | 150.00 |
750,000,000 | 150.00 |
| Issued : | ||||
| EquityShares of`2 each(Refer note 17.1) | 609,846,588 | 121.97 |
600,646,588 | 120.13 |
| Subscribed and Paid up : | ||||
| EquityShares of`2 each | 609,846,588 | 121.97 |
600,646,588 | 120.13 |
| Total | 121.97 | 120.13 |
- 17.1 Reconciliation of the number of equity shares and amount outstanding at beginning and at end of the year:
(` in crores)
||||(in crores)|(in crores)|
|---|---|---|---|---|
||Year Ended March 31, 2020||Year Ended March 31, 2019||
||Number of
shares|Amount|Number of
shares|Amount|
|Balance at beginningof theyear|600,646,588|
120.13|600,646,588|120.13|
|Add: Issue of Share Capital(Refer note 17.6)|9,200,000|
1.84|-|-|
|Balance at end of theyear|609,846,588|
121.97|600,646,588|120.13|
17.2 Details of shares held by each shareholder holding more than 5% shares:
| 17.2 Details of shares held by each shareholder holding more than |
5% shares: | 5% shares: | ||
|---|---|---|---|---|
| As at March 31, 2020 | As at March 31, 2019 | |||
| Number of shares |
% holding | Number of shares |
% holding | |
| Smt. Rekha Jhunjhunwala | 507,33,266 | 8.32 | 451,08,266 | 7.51 |
| A V S R Holdings Private Limited | 496,53,278 | 8.14 | 404,53,278 | 6.73 |
| Aditya Birla Sun Life Trustee Private Limited | 419,56,609 | 6.88 | 344,61,104 | 5.74 |
| Reliance Capital Trustee Company Limited | 324,84,585 | 5.33 | 414,90,247 | 6.91 |
17.3 Unclaimed equity shares of 25,984 (31.03.2019: 25,832) are held in "NCC Limited - Unclaimed suspense account " in trust.
- 17.4 Rights of the shareholders
The equity shares of the company having par value of ` 2 per share, rank pari passu in all respects including voting rights and entitlement to dividend. Repayment of the capital in the event of winding up of the Company will inter alia be subject to the provisions of Companies Act 2013, the Articles of Association of the Company and as may be determined by the Company in General Meeting prior to such winding up.
-
17.5 Nil (31.03.2019:3,93,653) equity shares represent the shares underlying outstanding GDRs. Each GDR represent one underlying equity share having par value of ` 2.
-
17.6 During the year, the Company has issued and allotted 9,200,000 equity shares of
2 each at a premium of117.37 per share against share warrants issued on preferential basis to the promoters of the Company. The Company received the part payment (25% of total consideration) of27.45 crores in the previous year and the balance amount of82.36 crores was received in current year.
NCC LIMITED
154
Notes forming part of the consolidated financial statements
(` in crores)
||||(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
|18
Other Equity|||||
|18.1
Capital Reserve|||||
|Openingbalance|5.64||8.16||
|Add/ (Less) :Arisingon account of Consolidation|-||(2.52)||
|Closingbalance||5.64||5.64|
|18.2
Securities Premium|||||
|Openingbalance|2,531.65||2,531.65||
|Add :Premium on Issue of Share Capital|107.97||-||
|Closingbalance||2,639.62||2,531.65|
|18.3
Debenture Redemption Reserve|||||
|Openingbalance|11.89||6.27||
|Add :Transfer from Retained Earnings|-||2.23||
|Add :Transfer from Non ControllingInterests|-||3.39||
|Closingbalance||11.89||11.89|
|18.4
Legal/ Statutory Reserve(Refer note 43)|||||
|Openingbalance|23.85||23.07||
|Add/ (Less):On account of Foreign CurrencyFluctuation|2.03||0.78||
|Closingbalance||25.88||23.85|
|18.5
Reserve Fund under Section 45 - IC of RBI Act, 1934||0.24||0.24|
|18.6
Money received against share warrants(Refer note 17.6)||-||27.45|
|18.7
General Reserve||935.18||935.18|
|18.8
Retained Earnings (Refer note 18.8.a)|||||
|Openingbalance|910.06||421.09||
|Add :Effect of adoption of new accounting standards
(Ind AS 115)|-||(15.07)||
|Add :Profit for theyear|336.53||578.69||
||1,246.59||984.71||
|Less :Appropriations|||||
|Transfer to Debenture Redemption Reserve|-||2.23||
|Dividend distributed to equity shareholders (2019-20:1.50 per<br>share(2018-19:1.00per share))|90.10||60.07||
|Tax on Dividend|18.52||12.35||
||108.62||74.65||
|Closingbalance||1,137.97||910.06|
|18.9
Other Components of Equity|||||
|Remeasurement gains / (losses) of the defined benefit plans (Net
of tax)||(16.29)||(8.40)|
|Share of Other comprehensive income in Associates||0.01||0.01|
|Exchange differences in translating the financial statements of
foreign operations (Net of tax ) / Adjustment on account of Foreign
currencyfluctuation||44.34||37.67|
|Total||4,784.48||4,475.24|
|18.8.a
For the year ended March 31, 2020, the Board of Directors have proposed a dividend of0.20 per share. The dividend payable<br>on approval of the shareholders is12.20 crores.|||||
Annual Report 2019-20
155
Notes forming part of the consolidated financial statements
(` in crores)
||||(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31, 2019||
||Non
Current|Current|Non
Current|Current|
|19
Borrowings|||||
|Debentures|||||
|Secured - at amortised cost|||||
|10.90% Redeemable, Non-Convertible Debentures (Refer note 19.1)|15.60|30.00|45.60|32.00|
|11.50 % Redeemable, Non-Convertible Debentures (Refer note 19.1)|-|-|-|10.00|
|11.50 % Redeemable, Non-Convertible Debentures (Refer note 19.1)|45.40|19.80|65.20|4.00|
|0.01 % Optionally Convertible Debentures (Refer note 19.2)|5.00|-|5.00|-|
|Term Loans :|||||
|Secured - at amortised cost|||||
|From Banks and Financial Institutions (Refer note 19.3)|130.02|111.99|233.94|117.06|
|From Other Parties (Refer note 19.4)|27.71|110.59|88.01|131.72|
|Unsecured - at amortised cost|||||
|From Other Parties (Refer note 19.5)|12.90|33.10|46.00|30.39|
|Vehicle Loans|||||
|Secured - at amortised cost|||||
|From Banks (Refer note 19.6)|1.57|1.75|2.03|1.54|
|From Others (Refer note 19.6)|1.62|1.62|2.65|2.67|
|Total|239.82|308.85|488.43|329.38|
- Current maturities are included in Note 25 - Other Financial Liabilities.
19.1 Redeemable Non Convertible Debentures issued by OB Infrastructure Limited (OBIL) to L&T Infrastructure Finance Limited with the following principle terms:
Debentures
Secured, Rated, Listed, Non Convertible Debentures.
During February 2014, OBIL issued 20,000 Series ‘A’ Secured, Rated, Listed, Redeemable, Non-Convertible Debentures of 1,00,000 each amounting to 200.00 crores, 5,000 Series ‘B’ Secured, Rated, Listed, Redeemable, Non-Convertible Debentures of 1,00,000 each amounting to 50.00 crores and 8,400 Series ‘C’ Secured, Rated, Listed, Redeemable, Non-Convertible Debentures of 1,00,000 each amounting to 84.00 crores to L&T Infra Finance Limited, Aggregate value of debentures issued was 334.00 crores. L&T Infra Finance Limited subscribed the total debentures from Debenture Trustee of OBIL. Subsequently L&T Infra Finance Limited transferred 6176 Series “A” debentures of 1,00,000 each amounting ` 61.76 crores.
a) Interest
The interest rate payable on the debentures depends upon the ‘Rating’ by rating agency and in accordance with Clause 3.1 of the Debenture Trust Deed entered between OBIL and IDBI Trusteeship Services Limited, being the Debenture Trustee. Present applicable interest rate is as follows:-
Series ‘A’ Secured, Rated, Listed, Redeemable, Non-Convertible Debentures of ` 100,000 each - 10.90 % p.a. payable monthly
Series ‘B’ Secured, Rated, Listed, Redeemable, Non-Convertible Debentures of 100,000 each - 11.50 % p.a. payable monthly Series ‘C’ Secured, Rated, Listed, Redeemable, Non-Convertible Debentures of 100,000 each - 11.50 % p.a. payable monthly
NCC LIMITED
156
Notes forming part of the consolidated financial statements
-
b) Security
-
1) First pari passu charge on all OBIL’s tangible movable assets including vehicles both present and future save and except the Project Assets
-
2) First pari passu charge on all the intangible assets of OBIL.
-
3) First pari passu charge over all accounts of OBIL including Debt Service Reserve Account (DSRA), Escrow account and the subaccounts and all the funds from time to time deposited therein.
-
4) First pari passu charge over all receivables and all Authorised Investments or other securities including receivables from NHAI of the Project, whatsoever nature both present and future subject to the provisions of the Transaction Documents.
-
5) Assignment by way of security, in :
-
All the rights, title, interest, benefits, claims and demands whatsoever of OBIL in the Project Agreements;
-
All the rights, title and interest of OBIL in, to and all the Clearances;
-
All the rights, title, interest, benefits, claims and demands whatsoever of OBIL in any letters of credit, guarantees, liquidated damages and performance bonds provided by any party to the Project Agreements;
-
All the rights, title, interest, benefits, claims and demands whatsoever of OBIL under all insurance contracts;
-
-
6) A pledge on 51% of the issued, paid up and voting equity share capital of OBIL held by the promoters of OBIL.
-
c) Redemption Schedule
(` in crores)
==> picture [471 x 17] intentionally omitted <==
----- Start of picture text -----
Date of Installments Series 'A' Series 'B' Series 'C' Total
----- End of picture text -----
| Date of Installments | Series 'A' | Series 'B' | Series 'C' | Total |
|---|---|---|---|---|
| June 15,2022 & December 15,2022 | - | - | 10.60 | 10.60 |
| June 15,2021 & December 15,2021 | 15.60 | - | 34.80 | 50.40 |
| June 15,2020 & December 15,2020 | 30.00 | - | 19.80 | 49.80 |
| June 15,2019 & December 15,2019 | 32.00 | 10.00 | 4.00 | 46.00 |
| June 15,2018 & December 15,2018 | 40.80 | - | 1.00 | 41.80 |
| June 15,2017 & December 15,2017 | 22.20 | 15.00 | 0.80 | 38.00 |
| June 15,2016 & December 15,2016 | 17.60 | 15.00 | 2.00 | 34.60 |
| June 15,2015 & December 15,2015 | 14.60 | 10.00 | 2.00 | 26.60 |
| June 15,2014 & December 15,2014 | 14.80 | - | 9.00 | 23.80 |
| February21,2014 | 12.40 | - | - | 12.40 |
| Total | 200.00 | 50.00 | 84.00 | 334.00 |
19.2 Optionally Convertible Debentures by NCC Infra Limited
NCC Infra Limited issued optionally convertible debentures in to Equity at the option of the issuer at a future date after a term of 3 years , however not exceeding 5 years and pledged the shares of Ekana Sportz of ` 5.00 crores as security.
19.3 Term Loans from Banks and Financial Institutions
-
(i) Axis Bank Limited / Kotak Mahindra Bank / Indus Ind Bank Limited, YES Bank
-
Secured by hypothecation of specific assets purchased out of the loan.
-
(ii) Canara Bank
-
Exclusive charge on the entire equipment and machinery purchased out of the loan facility.
-
(iii) Bank of Baharain & Kuwait
-
Exclusive charge on the entire equipment and machinery purchased out of the loan facility with a cover of minimum 1.15 times to be maintained throughout the tenor of the loan.
Annual Report 2019-20
157
Notes forming part of the consolidated financial statements
The details of rate of interest and repayment terms of the loans are as under.
==> picture [490 x 241] intentionally omitted <==
----- Start of picture text -----
Number of Loans Outstanding balance Interest Balance number of
S.No Particulars outstanding As at As at (` in crores) Range Installments as at Frequency of Commencing
% per Installments From- To
annum
31.03.2020 31.03.2019 31.03.2020 31.03.2019 31.03.2020 31.03.2019
Axis Bank 8.26 to October 10, 2017
(i) 18 26 24.75 14.23 17 to24 2 to 35 Monthly
Limited 9.60 to March 20, 2022
March 02, 2019
Canara
(ii) 1 1 114.36 181.03 9.40 7 11 Quarterly to December 02,
Bank
2021
Kotak
December 20,
Mahindra 10.00 to
(iii) 27 27 12.35 18.64 19 to 22 31 to 34 Monthly 2018 to January
Bank 10.50
05, 2022
Limited
Indus February 01, 2019
9.06 to
(iv) Ind Bank 53 53 45.95 59.09 32 to 35 44 to 46 Monthly to February 21,
9.76
Limited 2023
Bank of November 22,
(v) Bahrain 1 - 27.43 - 8.75 to 12 - Quarterly 2020 to November
9.45
and Kuwait 22, 2023
(vi) Yes Bank 20 - 17.17 - 9.40 to 24 to 26 - Monthly May 08, 2019 to
10 May 15,2022
----- End of picture text -----
- (iii) Loan of Nagarjuna Construction Company International L.L.C.
Bank Dhofar borrowings of Nil (March 31, 2019: 52.11 crores)are secured either / and - or as:
-
Assignment of project receivables.
-
(iv) Loan of NCC Urban infrastructure Limited (NCC Urban) of
Nil (March 31, 2019:25.90 crores) -
(a) NCC Urban entered into a Facility Agreement with ICICI Bank Ltd for availing term loans aggregating to
130.00 crores receivable in 5 tranches - RTL 1-20.00 crores, RTL 2 -25.00 crores, RTL 3 -30.00 crores, RTL 4 -35.00 crores, RTL 5 -20.00 crores. -
(b) RTL 1, 2, 3 shall be utilized towards repayment of unsecured loans from NCC Limited which were interalia utilized towards project development expenses of NCC Urban Meadows II, Bengaluru, NCC Urban Nagarjuna Residency, Hyderabad, NCC Urban Gardenia, Hyderabad. RTL 1, 2, 3 shall be repayable in 36 structured monthly instalments commencing from August 15, 2016 and ending on July 15, 2019.
RTL 4 and 5 shall be utilized towards construction cost of NCC Urban Gardenia, Hyderabad and NCC Urban Green Province, Bengaluru. RTL 4 and 5 shall be repayable in 36 structured monthly instalments commencing from August 15, 2017 and ending on July 15, 2020.
-
(c) Term Loan carry an interest rate of bank’s “I-Base” rate plus a spread. The rate of interest, as at September 30, 2019 aggregates to 12.50%.
-
(d) Exclusive charge by way of equitable mortgage on NCC Urban’s share of Unsold units in NCC Urban Meadows II - Bengaluru, NCC Urban Nagarjuna Residency - Hyderabad, NCC Urban Gardenia - Hyderabad & NCC Urban Green Province - Bengaluru.
-
(e) Second and subservient charge by way of equitable mortgage on approx. 11,545 sqft and 32,495 sqft of saleable area mortgaged to Greater Hyderabad Municipal Corporation (GHMC) in NCC Urban Nagarjuna Residency - Hyderabad and of NCC Urban Gardenia - Hyderabad, respectively.
-
(f) Exclusive charge by way of hypothecation on the future scheduled receivables of NCC Urban Meadows II - Bengaluru, NCC Urban Nagarjuna Residency - Hyderabad, NCC Urban Gardenia - Hyderabad & NCC Urban Green Province - Bengaluru and all the insurance proceeds, both present and future.
NCC LIMITED
158
Notes forming part of the consolidated financial statements
-
(g) Exclusive charge by way of registered hypothecation on the Escrow accounts of NCC Urban Meadows II - Bengaluru, NCC Urban Nagarjuna Residency - Hyderabad, NCC Urban Gardenia - Hyderabad & NCC Urban Green Province - Bengaluru and the Debt Service Reserve (DSR) Account all monies credited / deposited therein (in whatever form the same may be), and all investments in respect thereof (in whatever form the same may be).
-
(h) Exclusive charge by way of equitable mortgage on land parcel / property located in Semmenchery on the Old Mahabalipuram Road, Chennai to the extent of 7.53 acres with survey numbers 552/1A1 - 0.09Acre, 553/2B1A - 0.15 Acre, 553/2B2A - 0.16 Acre, 742 - 1.9 Acre, 743/3 - 2.57 Acres, 744 - 0.57 Acre, 745/1 - 1.43 Acre, 745/2 - 0.66 Acre.
-
(i) Long-term borrowings are net of unamortised transaction costs of
Nil as at 31.03.2020 (31.03.2019:0.10 crores). -
(j) During the year 2019-20 the above loan has been repaid in full and there were no dues outstanding against the loan.
19.4 i) Term Loans from Others Parties:-
Secured by hypothecation of specific assets purchased out of loan, comprising Plant and Machinery and Construction equipment.
The details of rate of interest and repayment terms of term loans are as under.
==> picture [490 x 189] intentionally omitted <==
----- Start of picture text -----
Number of Loans Outstanding balance As Balance number of
Interest
outstanding As at at ( ` in crores) Installments as at Frequency of Commencing
S.No. Particulars Range %
Installments From- To
31.03.2020 31.03.2019 31.03.2020 31.03.2019 per annum 31.03.2020 31.03.2019
September 05,
SREI Equipment
(i) 45 45 22.80 71.95 8.75 to 11 2 to 13 15 to 26 Monthly 2017 to May 05,
Finance Limited
2021
Tata Capital
8.50 to Monthly / Jan 21, 2018 to July
(ii) Financial Services 8 8 46.28 6.62 8 to 28 3 to 22
11.75 Quarterly 21, 2022
Limited
Daimler Financial
October 13, 2018
(iii) Services India 2 2 2.88 4.78 8.42 16 to 17 28 to 29 Monthly
to August 04, 2021
(Private) Limited
Volvo Financial
January 02, 2019 to
(iv) Services (India) 37 37 25.34 36.38 9.16 24 36 Monthly
March 02, 2022
Private Limited
----- End of picture text -----*
-
Term Loan from Tata Capital Financial Services Limited, for March 31, 2020
**46.28 Nil, March 31, 2019**6.62 crores is secured by: -
Personal Guarantee of the promoters i.e., Sri. A.A.V. Ranga Raju and Sri. A.G.K. Raju.
-
First and Exclusive Charge on the assets being procured / financed and Collateral Charge on two properties.
-
ii) Term Loan from A.K. Capital Services Ltd, Mumbai for March 31, 2020
**Nil, March 31, 2019**20.00 crores is secured by: -
First ranking pari passu charge by way of mortgage of 2 properties in favour of the security trustee.
-
Unconditional and irrevocable personal guarantees of the promoters i.e., Sri. A.A.V. Ranga Raju and Sri. A.G.K. Raju for all the dues under facility in the form approved by the lender.
-
This is payable in 3 installments with tenor of 18 months commencing from November 05, 2018, February 05, 2019 and May 05, 2019 carry interest @ 10.75 % with monthly rests.
-
Final installment of ` 20.00 crores is due as at March 31, 2019 which is payable on May 05, 2019 and paid on the same date.
iii) Term Loan from Hero Fincorp Ltd, for March 31, 2020 **41.00 crores, March 31, 2019** 80.00 crores is secured by:
-
Pari passu first charge by the way of equitable mortgage of 2 properties.
-
Personal guarantees of Sri. A.A.V. Ranga Raju and Sri. A.G.K. Raju for all the dues under facility.
-
This is payable in 18 monthly installments commencing from March 03, 2019 to December 03, 2020 carry interest @ 12 % per annum.
Annual Report 2019-20
159
Notes forming part of the consolidated financial statements
19.5 Unsecured term loan from other parties
|S.No.|Particulars|Number of Loans
outstanding As at|Number of Loans
outstanding As at|Outstanding balance As at
(in crores)|Outstanding balance As at<br>(in crores)|Interest
Range
|Balance number of
Installments as at|Balance number of
Installments as at|Frequency of
Installments|Commencing
From- To|
|---|---|---|---|---|---|---|---|---|---|---|
|||31.03.2020|31.03.2019|31.03.2020|31.03.2019|% per
annum|31.03.2020|31.03.2019|||
|(i)|Hewlett
Packard
Financial
Services
Limited|7|7|32.27|52.17|8.99 to
9.52|5 to 8|9 to 12|Quarterly|July 31, 2018
to January 31,
2022|
|(ii)|CISCO
Systems
Capital
Private
Limited|8|8|13.73|24.22|5.02 to
8.66|4 to 6|8 to 10|Quarterly|May 10, 2018
to August 05,
2021|
19.6 Vehicle Loans
Vehicle loans are secured by hypothecation of the vehicles financed through the loan arrangements. Such loans are repayable in equal monthly installments over a period of 3 to 5 years and carry interest rate ranging between 7.78 % to 9.37 % per annum.
Construction equipment loan:- Loan availed for purchase of construction equipments are secured by hypothecation of construction equipment acquired out of the said loans. These loans carry an interest rate of 9.24% and repayable in 37 structured monthly installments.
( ` in crores)
| As at March 31, 2020 | As at March 31, 2020 | As at March 31, 2019 | As at March 31, 2019 | |
|---|---|---|---|---|
| 20 Trade Payables |
||||
| Retention Money | 48.92 | 108.45 | ||
| 21 Provisions |
||||
| Provision for Employee Benefits | ||||
| Compensated absences | 1.41 | 1.19 | ||
| Gratuity (Refer note 21.1) | 48.87 | 34.93 | ||
| Provision for contractual obligations (Refer note 26.1) | 61.09 | 36.85 | ||
| Provision on Standard Assets as per RBI Circular | 0.71 | 0.71 | ||
| Total | 112.08 | 73.68 |
- 21.1 In accordance with the Payment of Gratuity Act, 1972 the Group provides for gratuity covering eligible employees. The liability on account of gratuity is covered partially through a recognized Gratuity Fund managed by Life Insurance Corporation of India (LIC) and balance is provided on the basis of valuation of the liability by an independent actuary as at the year end. The management understands that LIC overall portfolio of assets is well diversified and as such, the long term return on the policy is expected to be higher than the rate of return on Central Government bonds.
A Defined benefit plans
-
(i) Liability for gratuity as on March 31, 2020 is
59.72 crores (31.03.2019:46.18 crores) of which4.10 crores (31.03.2019:6.49 crores) is funded with the Life Insurance Corporation of India. The balance of55.62 crores (31.03.2019:39.69 crores) is included in Provision for Gratuity. -
(ii) Details of the Group’s post-retirement gratuity plans for its employees including whole-time directors are given below, which is certified by the actuary.
NCC LIMITED
160
Notes forming part of the consolidated financial statements
Amount to be recognised in Balance Sheet:
| Amount to be recognised in Balance Sheet: | Amount to be recognised in Balance Sheet: | Amount to be recognised in Balance Sheet: |
|---|---|---|
| (`in crores) | ||
| As at March 31, 2020 | As at March 31, 2019 | |
| Present Value of Funded Obligations | 59.72 | 46.18 |
| Fair Value of Plan Assets | (4.10) | (6.49) |
| Net Liability | 55.62 | 39.69 |
| Expenses to be recognized in Statement of Profit and Loss under Employee Benefit Expenses: (`in crores) |
||
| Year Ended March 31, 2020 | Year Ended March 31, 2019 | |
| Current Service Cost | 6.50 | 6.07 |
| Interest on Defined Benefit Obligation | 2.46 | 1.68 |
| Expected Return on Plan assets | (0.33) | (0.36) |
| Total included in "Employee Benefits Expense" | 8.64 | 7.39 |
| Expenses to be recognized in Statement of Profit and Loss under Other Comprehensive Income: (`in crores) |
||
| Year Ended March 31, 2020 | Year Ended March 31, 2019 | |
| Return on Plan Assets | 0.42 | 0.15 |
| Net Actuarial Losses / (Gains) Recognised in Year | 11.74 | 7.78 |
| Total included in "Other Comprehensive Income" | 12.16 | 7.93 |
(iii) Expenses to be recognized in Statement of Profit and Loss under Employee Benefit Expenses:
(iv) Expenses to be recognized in Statement of Profit and Loss under Other Comprehensive Income:
(v) Reconciliation of benefit obligation and plan assets for the year:
( ` in crores)
| Year Ended March 31, 2020 | Year Ended March 31, 2019 | |
|---|---|---|
| Change in Defined Benefit Obligation | ||
| Opening Defined Benefit Obligation | 46.18 | 37.33 |
| Current Service Cost | 6.50 | 6.07 |
| Interest Cost | 2.46 | 1.67 |
| Actuarial Losses / (Gain) | 11.74 | 7.78 |
| Benefits Paid | (7.16) | (6.67) |
| Closing Defined Benefit Obligation | 59.72 | 46.18 |
| Opening Fair Value of Plan assets | 6.49 | 3.35 |
| Expected Return on Plan Assets | (0.08) | 0.22 |
| Contributions | 4.85 | 9.59 |
| Benefits Paid | (7.16) | (6.67) |
| Closing Fair Value of Plan Assets | 4.10 | 6.49 |
| Expected Employer's Contribution Next Year | 15.00 | 13.27 |
Annual Report 2019-20
161
Notes forming part of the consolidated financial statements
(vi) Asset information:
( ` in crores)
| As at March 31, 2020 | As at March 31, 2019 | |
|---|---|---|
| Category of Assets | ||
| Insurer Managed Funds –Life Insurance Corporation of India | 100% | 100% |
| Amount -`in crores | 4.10 | 6.49 |
(vii) Experience Adjustments:
| Experience Adjustments: | Experience Adjustments: | Experience Adjustments: | Experience Adjustments: | Experience Adjustments: |
|---|---|---|---|---|
| (`in crores) | ||||
| 2019 - 20 | 2018 - 19 | 2017 - 18 | 2016 - 17 | |
| Defined Benefit Obligations (DBO) | 59.72 | 46.18 | 37.33 | 34.17 |
| Plan Assets | 4.10 | 6.49 | 3.35 | 3.42 |
| Surplus/(Deficit) | (55.62) | (39.69) | (33.98) | (30.75) |
| Experience Adjustments on Plan Assets | 0.33 | 0.36 | 0.21 | 0.25 |
(viii) Sensitivity Analysis:
( ` in crores)
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----- Start of picture text -----
Gratuity Plan
As at March 31, 2020 As at March 31, 2019
Assumptions
Discount rate 6.80% 7.65%
Estimated rate of return on plan assets 8.25% 8.25%
Expected rate of salary increase 0% to 7% 7.00%
Attrition rate 2% to 19% 2% to 20%
Sensitivity analysis – DBO at the end of the year
Discount rate + 100 basis points (6.10%) (6.20%)
Discount rate - 100 basis points 6.90% 7.00%
Salary increase rate +1% 6.70% 6.40%
Salary increase rate -1% (6.10%) (5.90%)
Attrition rate +1% 0.40% 0.30%
Attrition rate -1% (0.50%) (0.30%)
----- End of picture text -----
The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
NCC LIMITED
162
Notes forming part of the consolidated financial statements
(ix) The following pay-outs are expected in future years:
==> picture [510 x 328] intentionally omitted <==
----- Start of picture text -----
( in crores)<br>Particulars March 31, 2020<br>March 31, 2021 6.71<br>March 31, 2022 4.48<br>March 31, 2023 4.38<br>March 31, 2024 4.58<br>March 31, 2025 4.15<br>( in crores)
As at March 31, 2020 As at March 31, 2019
22 Other Non-Current Liabilities
Advance from Associate 90.90 132.20
( ` in crores)
As at March 31, 2020 As at March 31, 2019
23 Borrowings
Loans repayable on demand
Secured Loans - Banks
Working Capital Demand Loan (Refer note 23.1) 1,231.87 840.10
Cash Credits and Overdrafts (Refer note 23.1) 346.85 797.49
From Others (Refer note 23.2) 15.12 55.00
Unsecured Loans
From Others (Refer note 23.3) 38.96 181.00
Total 1,632.80 1,873.59
----- End of picture text -----
-
23.1 Working Capital Demand Loans of
1,231.87 crores (March 31, 2019:840.10 crores) and Cash Credit facilities of245.99 crores (March 31, 2019:576.21 crores) availed from consortium of banks are secured by: -
a) Hypothecation against first charge on stocks, book debts and other current assets of the Company, (excluding specific projects) both present and future, ranking parri passu amongst consortium banks.
-
b) Collateral Security pari passu first charge (Equitable Mortgage / Hypothecation, Pledge) amongst the members of consortium on unencumbered movable of fixed assets of the Company at WDV, Shares of NCC Infrastructure Holdings Limited.
-
c) Equitable mortgage of eight properties (Land & Buildings).
-
d) Personal Guarantee / Third Party Guarantee of Sri. A A V Ranga Raju.
- These facilities carry an interest rate of 8.70% to 11.80% per annum.
-
e) Loans of NCC Urban Infrastructure Limited
Cash credit facilities of 3.85 crores (March 31, 2019: 3.99 crores) from Bank of India, Mid-corporate branch, Hyderabad , carrying an interest of 14% per annum is secured by:
-
First charge on the Fixed and Current Assets of the Façade Division of NCC Urban by way of hypothecation
-
Equitable Mortgage of Ac.8.30 and Ac.9.60 of lands of Dhatri Developers and Projects Pvt Ltd and Sushruta Real Estates Private Limited respectively.
-
The facilities are further secured by Corporate Guarantee provided by Dhatri Developers and Projects Private Limited and Sushruta Real Estates Private Limited.
Annual Report 2019-20
163
Notes forming part of the consolidated financial statements
-
f) Loans of
97.01 crores (March 31, 2019:217.29 crores) of Nagarjuna Construction Company International L.L.C.-
Bank Dhofar borrowings are secured either / and - or as:
-
Assignment of project receivables.
-
Corporate guarantees from NCC Limited to the extent of OMR 1.15 crores.
-
-
23.2 NCC Urban Infrastructure Limited has entered into a Loan Agreement with Aditya Birla Finance Limited for availing term loan aggregating to
15.12 crores (March 31, 2019:55.00 crores). This facility carry an interest rate of 11.50% as at 31.03.2020 by securing NCC Limited Shares held by Sirisha Projects Private Limited.
23.3 Unsecured - term loans from Others:
Includes loan of NCC Urban Infrastructure Limited taken from Other Corporates and Directors having a maturity of less than one year and outstanding balance of 38.96 crores (31.03.2019: 181.00 crores) and carry interest rate of 12.00 % per annum.
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31,2019||
|24
Trade Payables|||||
|Micro and small enterprises||31.10||13.02|
|Other than micro and small enterprises|||||
|Acceptances|455.00||291.12||
|Other than Acceptances(includes retention money payable)|3,633.95||4,210.87||
|||4,088.95||4,501.99|
|Total||4,120.05||4,515.01|
|25
Other Financial Liabilities|||||
|Current maturities of LongTerm Borrowings(Refer note 19)||308.85||329.38|
|Interest Accrued but not due on borrowings and others||78.45||39.47|
|Unpaid Dividend Accounts(Refer note 12.5)||0.56||0.43|
|Other Payables|||||
|Interest Accrued on Trade Payables||0.45||0.19|
|Other Liabilities||40.17||33.58|
|Total||428.48||403.05|
|26
Provisions|||||
|Provision for Employee Benefits|||||
|Compensated absences||41.57||35.16|
|Gratuity (Refer note 21.1)||6.75||4.76|
|Provision for contractual obligations(Refer note 26.1)||-||0.53|
|Total||48.32||40.45|
26.1 In respect of subsidiary OB Infrastructure Limited provision has been made for contractual obligations based on its assessment of the amount it estimates to incur to meet such obligations, details of which are given below:
| 26.1 In respect of subsidiary OB Infrastructure Limited provision has been made for contractual obligations based on its assessment of the amount it estimates to incur to meet such obligations, details of which are given below: |
26.1 In respect of subsidiary OB Infrastructure Limited provision has been made for contractual obligations based on its assessment of the amount it estimates to incur to meet such obligations, details of which are given below: |
26.1 In respect of subsidiary OB Infrastructure Limited provision has been made for contractual obligations based on its assessment of the amount it estimates to incur to meet such obligations, details of which are given below: |
|---|---|---|
| (`in crores) | ||
| As at March 31, 2020 |
As at March 31, 2019 |
|
| Balance at beginning of the year | 37.38 | 17.21 |
Additions (including Unwinding Interest) |
24.24 | 20.17 |
Incurred during the year |
0.53 | - |
Balance at the end of the year* |
61.09 | 37.38 |
- Includes
61.09 crores (31.03.2019:36.85 crores) Long Term Provision (Refer note 21).
NCC LIMITED
164
Notes forming part of the consolidated financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||As at March 31, 2020||As at March 31, 2019||
|27
Current Tax Liabilities(Net)|||||
|Provision for Tax(Net of Advance Tax)||62.23||62.92|
|28
Other Current Liabilities|||||
|TDS/Service Tax/Otherpayable||32.22||41.84|
|Goods and Service Taxpayable||1.80||7.92|
|Contract Liabilities|||||
|Mobilisation Advance from Customers||1,311.08||1,570.22|
|Advances from Customers||262.67||245.02|
|Advances from others||163.51||140.04|
|Other Liabilities||97.72||85.08|
|Total||1,869.00||2,090.12|
|||(`in crores)|||
||Year Ended
March 31, 2020||Year Ended
March 31,2019||
|29
Revenue from Operations|||||
|Income from Contracts and Services||8,679.49||12,563.11|
|Income from Real Estate Projects||186.44||303.67|
|Other OperatingIncome||35.14||28.86|
|Total||8,901.07||12,895.64|
|30
Other Income|||||
|Interest Income|||||
|Deposits and Others||22.74||15.57|
|Loans and Advances||5.83||9.17|
|Income Tax refund||13.02||1.56|
|Others||3.98||3.99|
|Profit on Sale of Investment(Net)||0.71||2.45|
|Gain on remeasuringinvestment at FVTPL(Net)||9.37||6.15|
|Net Gain/ (loss)on foreign currencytransactions||(0.03)||8.29|
|Other Non-OperatingIncome|||||
|Rental Income from operatinglease on investmentproperty||7.23||6.32|
|Profit on Sale of Property, Plant and Equipment / Investment
Property (Net)||11.07||23.11|
|Miscellaneous Income||39.06||47.72|
|Total||112.98||124.33|
|31
Cost of Materials Consumed|||||
|Construction Materials,Stores and Spares|||||
|OpeningStock|533.70||427.95||
|Add : Purchases|3,028.18||4,980.85||
|||3,561.88||5,408.80|
|Less : ClosingStock||529.71||533.70|
|Total Consumption||3,032.17||4,875.10|
Annual Report 2019-20
165
Notes forming part of the consolidated financial statements
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||Year Ended
March 31, 2020||Year Ended
March 31,2019||
|32
Construction Expenses|||||
|
Transport Charges||61.01||100.19|
|
Operation and Maintenance|||||
|
Machinery|254.16||139.06||
|Others|16.94||20.38||
|||271.10||159.44|
|Hire Charges for Machinery and others|125.09||176.34||
|
Power and Fuel|30.12||34.74||
|Technical Consultation|61.34||102.91||
|Royalties, Seigniorage and Cess|21.66||31.47||
|
Property Development Cost|0.78||5.08||
|
Other Expenses|370.13||345.45||
|
Expected credit loss for unbilled revenue|46.60||7.09||
|||655.72||703.08|
|Total||987.83||962.71|
|33
Changes in Inventories of Work in Progress|||||
|OpeningBalance||453.21||1,983.15|
|Less: Transition impact of Ind AS 115 (includingNil of 31.03.2020<br>(31.03.2019:58.91 crores transferred to Investmentproperty)||-||(1,374.71)|
|ClosingBalance||422.79||453.21|
|Total||30.42||155.23|
|||(`in crores)|||
||Year
March|Ended
31, 2020|Year Ended
March 31,2019||
|34
Employee Benefits Expense|||||
|Salaries and Other Benefits||437.91||447.23|
|Contribution to Provident Fund and Other Funds||39.40||39.47|
|Staff Welfare Expenses||6.39||8.46|
|Total||483.69||495.16|
|34.1
Refer note 21.1 for expenses recognised for gratuity of employees.|||||
|35
Finance Costs|||||
|Interest Expense on|||||
|Borrowings|||||
|Debentures|14.83||19.65||
|Term Loans|46.55||46.84||
|Working Capital Demand Loans and Cash Credit|191.76||168.44||
|Mobilisation Advance|139.26||131.59||
|Others|24.87||37.69||
|||417.27||404.21|
|Other Borrowing Costs|||||
|Commission on
-Bank Guarantees|110.54||96.60||
|-Letters of Credit|16.24||12.65||
|||126.78||109.25|
|Bank and Other Financial Charges||9.80||8.49|
|Total||553.85||521.95|
NCC LIMITED
166
Notes forming part of the consolidated financial statements
( ` in crores)
| Year Ended March 31, 2020 |
Year Ended March 31, 2020 |
Year Ended March 31,2019 |
Year Ended March 31,2019 |
|
|---|---|---|---|---|
| 36 Other Expenses |
||||
| Rent | 60.82 | 66.91 | ||
| Travelling and Conveyance | 28.41 | 30.19 | ||
| Office Maintenance | 23.48 | 25.75 | ||
| Electricity Charges | 9.19 | 9.18 | ||
| Rates and Taxes | 6.88 | 6.84 | ||
| Consultation Charges | 12.83 | 12.65 | ||
| Postage, Telegrams and Telephones | 3.42 | 4.10 | ||
| Insurance | 17.47 | 12.69 | ||
| Printing and Stationery | 5.64 | 5.73 | ||
| Legal and Professional Charges | 14.57 | 20.29 | ||
| Auditors'Remuneration | 1.67 | 1.72 | ||
| Directors'Sitting Fees | 0.52 | 0.30 | ||
| Trade Receivables / Advances Written off | - | 10.48 | ||
| Provision for Doubtful Trade Receivables / Advances / Others | 22.04 | 39.50 | ||
| Tender Schedule Expenses | 0.87 | 2.14 | ||
Donations and Electoral Bonds (includes40.00 crores Electoral<br>Bonds (31.03.2019:20.00 crores)) |
40.32 | 22.77 | ||
| CSR Expenditure (Refer note 51) | 8.38 | 6.14 | ||
| Miscellaneous Expenses | 24.96 | 20.82 | ||
| Total | 281.47 | 298.20 | ||
| 37 Tax Expense |
||||
| Current Tax | 175.24 | 314.60 | ||
| Earlier year taxes (net) | (73.51) | 0.47 | ||
| Deferred Tax | (28.93) | 11.70 | ||
| Total | 72.80 | 326.77 |
37.1 Reconciliation of tax expense to the accounting profit is as follows:
||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|
||Year ended
March 31, 2020||Year ended
March 31,2019||
|Accounting profit before tax||386.91||894.34|
|Taxexpenseat statutorytax rateat 34.944%||135.20||312.52|
|Adjustments:|||||
|Effectof incomethat isexempt from taxation|(2.39)||(1.02)||
|Adjustments recognised in the current year in relation to the current tax
ofprioryears|(73.51)||0.47||
|Effectofexpenses that arenot deductiblein determiningtaxable profit|1.84 ||13.57||
|Effectofcapitalgains setoff with unusedcapital losses|(15.46)||(2.91)||
|Adjustments recognised in the current year in relation to the MAT credit /
reversalof DTAofprioryears|(13.48)||-||
|Losses and taxoffsets notconsidered for deferred tax asset|39.25||6.13||
|Othersincluding effect ofchangein rate oftax|1.35||(1.99)||
|||(62.40)||14.25|
|Tax expense reported inthe Statement of Profit and Loss||72.80||326.77|
Annual Report 2019-20
167
Notes forming part of the consolidated financial statements
37.2 Income tax credit / (expense) recognized in Other Comprehensive Income:
| 37.2 Income tax credit / (expense) recognized in Other Comprehensive Income: | 37.2 Income tax credit / (expense) recognized in Other Comprehensive Income: | 37.2 Income tax credit / (expense) recognized in Other Comprehensive Income: |
|---|---|---|
| (`in crores) | ||
| Year ended March 31, 2020 |
Year ended March 31,2019 |
|
| Tax effect on actuarialgains/losses on defined benefit obligations | 4.23 | 2.76 |
38 Contingent Liabilities and Commitments (to the extent not provided for)
(i) Contingent Liability
( ` in crores)
| 38 Contingent Liabilities and Commitments (to the extent not provided for) (i) Contingent Liability |
(`in crores) | |
|---|---|---|
| As at March 31, 2020 |
As at March 31,2019 |
|
| (a) Matters under litigation |
||
| Claims against the companynot acknowledged as debt* | ||
| - Disputed sales tax / entry tax liability for which the Group & associates preferred appeal |
298.86 | 330.92 |
| - Disputed central excise duty relating to clearance of goods of LED division in favour of Developers of SEZ, for which the Company has filed an appeal to CESTAT,Bangalore |
0.46 | 0.46 |
| - Disputed service tax liabilityfor which the Group preferred appeal |
96.31 | 99.35 |
| - Others |
29.15 | 31.34 |
| (Includes claim by National Highway Authority of India (NHAI) towards certain operating non-compliances by a subsidiary. NHAI has written to the subsidiary’s Escrow Agent M/s. IDBI Bank Limited to hold 3.07 crores (31.03.2019:3.07crores) in Escrow account pending recovery. The subsidiary has represented to NHAI for releasing the amount kept on hold and is confident of a favourable decision bythe NHAI). |
||
| * Interest,if any,not ascertainable after date of order. | ||
| (b) Guarantees |
||
| Counter Guaranteesgiven to the Bankers ** | - | 2.44 |
| (c) Share ofgroupin contingent liabilities of Associates. |
0.02 | 0.06 |
** Excludes Guarantees given against Company’s liabilities, in terms of Guidance Note issued by the Institute of Chartered Accountants of India.
The Group has filed claims and has also filed counter claims in several legal disputes related to construction contracts and same are pending before legal authorities. The Management does not expect any material adverse effect on its financial position.
(ii) Commitments
| (ii) Commitments | (ii) Commitments | (ii) Commitments |
|---|---|---|
| (`in crores) | ||
| As at March 31, 2020 |
As at March 31,2019 |
|
| (a) Estimated amount of contracts remaining to be executed on capital account and notprovided for. |
2.56 | 70.15 |
| (b) Future Export commitments on account of import of machinery and equipments at concessional rate of dutyunder EPCG scheme. |
2.99 | 2.99 |
NCC LIMITED
168
Notes forming part of the consolidated financial statements
39. Related Party Transactions
i) Following is the list of related parties and relationships:
==> picture [510 x 16] intentionally omitted <==
----- Start of picture text -----
S.No Particulars S.No Particulars
----- End of picture text -----
| S.No | Particulars | S.No | Particulars |
|---|---|---|---|
| A) | Subsidiaries (Refer note 40 & 40.1) | E) | Enterprises owned or significantly influenced by key managementpersonnel or their relatives |
| B) | Associates(Refer note 40) | 33 | NCC Blue Water Products Limited |
| C) | Key Management Personnel | 34 | NCC Finance Limited# |
| 1 | Sri. A.A.V. Ranga Raju | 35 | Shyamala Agro Farms Private Limited |
| 2 | Sri. A.S.N. Raju | 36 | Ranga Agri Impex LLP* |
| 3 | Sri. A.G.K. Raju | 37 | NCC Foundation |
| 4 | Sri. A.V.N. Raju | 38 | Sirisha Projects Private Limited |
| 5 | Sri. J.V. Ranga Raju | 39 | Narasimha Developers Private Limited |
| 6 | Sri. Ramachandra Venkataraman Shastri (Key Management Person upto September 24,2019) |
40 | Avathesh Property Developers Private Limited |
| 7 | Sri. Utpal Hemendra Sheth | 41 | Arnesh Ventures Private Limited |
| 8 | Smt. Renu Challu | 42 | AVSR Holdings Private Limited |
| 9 | Sri. Ravi Shankararamaiah | 43 | Sridevi Properties |
| 10 | Sri. Hemant Madhusudan Nerurkar | 44 | Matrix SecurityAnd Surveillance Private Limited |
| 11 | Dr. Durga Prasad Subramanyam Anapindi | 45 | Jampana Constructions Private Limited |
| 12 | Sri. Neeraj Mohan (Key Management Person up to May 07,2018) |
46 | Shri Aruna Constructions Private Limited (w.e.f. September 29,2018) |
| 13 | Sri. R.S. Raju | 47 | NCC Urban Infrastructure CompanyLimited,Dubai |
| 14 | Sri. M.V. Srinivasa Murthy | ||
| D) | Relatives of Key Management Personnel | ||
| 15 | Dr. A.V.S. Raju | ||
| 16 | Smt. A. Satyanarayanamma | ||
| 17 | Sri. N.R. Alluri | ||
| 18 | Sri. A. Srinivasa Rama Raju | ||
| 19 | Smt. BH. Kaushalya | ||
| 20 | Smt. J. Sridevi | ||
| 21 | Smt. J. Sowjanya | ||
| 22 | Smt. A. Arundhati | ||
| 23 | Smt. M. Swetha | ||
| 24 | Sri. J. Krishna Chaitanya Varma | ||
| 25 | Smt. A. Subhadra Jyotirmayi | ||
| 26 | Smt. A. Shyama | ||
| 27 | Smt. A. Suguna | ||
| 28 | Sri. A. Sri Harsha Varma | ||
| 29 | Sri. S.R.K. Surya Srikrishna Raju | ||
| 30 | Sri. A. Vishnu Varma | ||
| 31 | Smt. A. Nikitha | ||
| 32 | Sri. U. Sunil |
- Converted from Limited Liability Company to Limited Liability Partnership during the previous year.
Under voluntary liquidation.
Annual Report 2019-20
169
Notes forming part of the consolidated financial statements
(ii) Related Party transactions during the year are as follows:
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----- Start of picture text -----
( ` in crores)
Enterprises owned and
significantly influenced
Key Management
Associates by key management
S.No Particulars personnel and relatives
personnel or their
relatives
2019 - 20 2018 - 19 2019 - 20 2018 - 19 2019 - 20 2018 - 19
----- End of picture text -----
| S.No | Particulars | Associates | Associates | Key Management personnel and relatives |
Key Management personnel and relatives |
Enterprises owned and significantly influenced by key management personnel or their relatives |
Enterprises owned and significantly influenced by key management personnel or their relatives |
|---|---|---|---|---|---|---|---|
| 2019 - 20 | 2018 - 19 | 2019 - 20 | 2018 - 19 | 2019 - 20 | 2018 - 19 | ||
| 1 | Investments in Equityshares | - | 5.00 | - | - | - | - |
| 2 | Loans received | - | - | - | 8.90 | 32.00 | 50.10 |
| 3 | Loan repaid | - | - | 7.90 | 1.00 | 62.64 | 2.00 |
| 4 | Advancesgranted | - | 19.65 | - | - | 106.74 | 107.59 |
| 5 | Advances Repayment received/Adjusted | 40.20 | 1.13 | - | - | 0.11 | 0.69 |
| 6 | Mobilisation Advance recovered / adjusted from the Group |
- | 1.50 | - | - | - | - |
| 7 | Mobilisation Advance recovered / adjusted by the Group |
- | - | - | - | 6.80 | 8.95 |
| 8 | Remittance to Trade Payables | - | - | - | - | 19.85 | 5.00 |
| 9 | Trade/Accounts Receivables realised | 2.35 | - | - | - | - | - |
| 10 | Material Purchase & Services | - | 0.74 | - | - | - | - |
| 11 | Interest Income on loansgiven | 3.96 | 6.47 | - | - | - | - |
| 12 | Interest Expense | - | - | 0.13 | 0.14 | 3.62 | 0.95 |
| 13 | Reimbursement of Expenses | 0.06 | 2.90 | 0.02 | - | 2.66 | 1.64 |
| 14 | Sub-Contractors work bills | - | - | - | - | 154.36 | 97.87 |
| 15 | Remuneration(Includingcommission)* | ||||||
| Short-term employee benefits | - | - | 22.66 | 32.76 | - | - | |
| Post employee benefitsW | - | - | 1.22 | 1.18 | - | - | |
| 16 | Directors SittingFees | - | - | 0.33 | 0.26 | - | - |
| 17 | Rent expenses | - | - | 0.65 | 0.67 | 10.42 | 10.41 |
| 18 | Dividendpaid | - | - | 7.77 | 5.19 | 8.50 | 5.65 |
- As the future liabilities for gratuity and leave encashment is provided on actuarial basis for the Group as a whole, the amount pertaining to the Directors is not ascertainable, therefore not included above.
NCC LIMITED
170
Notes forming part of the consolidated financial statements
(iii) Related Party balances outstanding are as follows:
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----- Start of picture text -----
( ` in crores)
Enterprises owned and
Key Management
significantly influenced
Associates personnel and
by key management
relatives
S.No Particulars personnel or their relatives
As at As at As at As at As at As at
March 31, March 31, March 31, March 31, March 31, March 31,
2020 2019 2020 2019 2020 2019
----- End of picture text -----
| S.No | Particulars | Associates | Associates | Key Management personnel and relatives |
Key Management personnel and relatives |
Enterprises owned and significantly influenced by key management personnel or their relatives |
Enterprises owned and significantly influenced by key management personnel or their relatives |
|---|---|---|---|---|---|---|---|
| As at March 31, 2020 |
As at March 31, 2019 |
As at March 31, 2020 |
As at March 31, 2019 |
As at March 31, 2020 |
As at March 31, 2019 |
||
| 1 | Debit Balances outstanding | ||||||
Pondicherry Tindivanam Tollway Limited |
- | 13.51 | - | - | - | - | |
Tellapur Technocity Private Limited |
- | 0.03 | - | - | - | - | |
Paschal Form Work (India) Private Limited |
0.08 | 0.08 | - | - | - | - | |
Varaprada Real Estates Private Ltd |
11.26 | 51.42 | - | - | - | - | |
Brindavan Infrastructure Company Limited |
0.24 | 0.59 | - | - | - | - | |
Ekana Sportz City Private Limited |
50.25 | 52.26 | - | - | - | - | |
NCC Urban Infrastructure Company Limited, Dubai |
- | - | - | - | 233.60 | 233.60 | |
Sridevi Properties |
- | - | - | - | 0.19 | 0.19 | |
Jampana Constructions Private Limited |
- | - | - | - | 0.95 | 21.31 | |
Shri Aruna Constructions Private Limited |
- | - | - | - | 15.00 | 41.22 | |
| Matrix Security And Surveillance Private Limited | - | - | - | - | 0.36 | - | |
Sri. J.V. Ranga Raju |
- | - | 0.08 | 0.08 | - | - | |
Smt. J. Sowjanya |
- | - | 0.10 | 0.10 | - | - | |
Smt. J. Sridevi |
- | - | 0.08 | 0.08 | - | - | |
| Sri. J. Krishna Chaitanya Varma | - | - | 0.13 | 0.13 | - | - | |
| 2 | Credit Balances outstanding |
||||||
Nagarjuna Facilities Management Services L.L.C. |
0.25 | 0.25 | - | - | - | - | |
Brindavan Infrastructure Company Limited |
- | 0.35 | - | - | - | - | |
Ekana Sportz City Private Limited |
- | - | - | - | - | - | |
NCC Blue Water Products limited |
- | - | - | - | 0.05 | 0.05 | |
| Sirisha Projects Private Limited | - | - | - | - | 10.00 | 0.03 | |
Jampana Constructions Private Limited |
- | - | - | - | 1.92 | 4.90 | |
Shri Aruna Constructions Private Limited |
- | - | - | - | 9.20 | 8.11 | |
| Sridevi Properties | - | - | - | - | 0.03 | 0.03 | |
AVSR Holdings Private Limited |
- | - | - | - | 7.46 | 48.10 | |
Sri. A.A.V. Ranga Raju* |
- | - | 2.35 | 10.78 | - | - | |
Sri. A.S.N. Raju |
- | - | 1.37 | 2.89 | - | - | |
Sri. A.G.K. Raju* |
- | - | 1.31 | 6.12 | - | - | |
Sri. A.V.N. Raju |
- | - | 1.39 | 2.90 | - | - | |
Sri. J.V. Ranga Raju |
- | - | 0.36 | 0.36 | - | - | |
Sri. R.S. Raju |
- | - | 0.15 | 0.12 | - | - | |
Sri. M.V. Srinivasa Murthy |
- | - | 0.10 | 0.09 | - | - | |
Sri. S.R.K. Surya Srikrishna Raju |
- | - | 0.08 | 0.08 | - | - | |
Sri. A. Vishnu Varma |
- | - | 0.10 | 0.07 | - | - | |
| Smt. A. Nikhita | - | - | 0.02 | 0.03 | - | - | |
| Sri. A. Sri Harsha Varma | - | - | 0.08 | 0.03 | - | - | |
| Sri. U. Sunil | - | - | 0.07 | 0.03 | - | - | |
| Sri. J. Krishna Chaitanya Varma | - | - | 0.12 | 0.10 | - | - | |
Smt. J. Sowjanya |
- | - | 0.01 | 0.01 | - | - | |
Smt. J. Sridevi |
- | - | 0.01 | 0.01 | - | - | |
| Smt. BH. Kaushalya | - | - | 0.03 | 0.03 | - | - |
*Refer note 19 and 23 for details of personal guarantee given by the Directors.
Annual Report 2019-20
171
Notes forming part of the consolidated financial statements
(iv) Disclosure in respect of significant transactions (which are more than 10% of the total transactions of the same type) with related parties during the year.
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----- Start of picture text -----
( ` in crores)
Particulars 2019 - 20 2018 - 19
----- End of picture text -----
| Particulars | 2019 - 20 | 2018 - 19 |
|---|---|---|
| Investments in EquityShares - Made | ||
| - Ekana Sportz CityPrivate Limited | - | 5.00 |
| Loans Received | ||
| - AVSR Holdings Private Limited | 22.00 | 50.10 |
| - Sirisha Projects Private Limited | 10.00 | - |
| - Sri. A.A.V. Ranga Raju | - | 5.90 |
| - Sri. A.G.K. Raju | - | 3.00 |
| Loan Repaid | ||
| - AVSR Holdings Private Limited | 62.64 | 2.00 |
| - Sri. A.A.V. Ranga Raju# | - | 1.00 |
| Advances Granted | ||
| - Jampana Constructions Private Limited | 57.11 | 64.83 |
| - Shri Aruna Constructions Private Limited | 49.53 | 42.76 |
| - Varaprada Real estates Private Limited | - | 18.81 |
| Advances Repayment Received/Adjusted | ||
| - Varaprada Real estates Private Limited | 40.16 | - |
| - Jampana Constructions Private Limited | - | 0.69 |
| - Jubilee Hills Landmark Projects Private Limited | - | 1.04 |
| Mobilisation Advance Recovered/Adjusted from the Group | ||
| - Ekana Sportz CityPrivate Limited | - | 1.50 |
| Mobilisation Advance Recovered/Adjusted bythe Group | ||
| - Jampana Constructions Private Limited | - | 7.15 |
| - Shri Aruna Constructions Private Limited | 6.80 | 1.80 |
| Remittance to Trade Payables | ||
| - Jampana Constructions Private Limited | 14.21 | 3.30 |
| - Shri Aruna Constructions Private Limited | 5.63 | 1.70 |
| Trade/Accounts Receivables realised | ||
| - Ekana Sportz CityPrivate Limited | 2.00 | - |
| - Brindavan Infrastructure CompanyLimited | 0.35 | - |
| Material Purchases & Services | ||
| - Paschal Form Work(India)Private Limited | - | 0.74 |
| Interest Income on loansgiven | ||
| - Varaprada Real estates Private Limited | 3.96 | 6.47 |
| Interest Expense | ||
| - AVSR Holdings Private Limited | 3.57 | 0.95 |
| - Sri. A.G.K.Raju# | - | 0.14 |
| Reimbursement of Expenses | ||
| - Shri Aruna Constructions Private Limited | 2.23 | - |
| - Matrix SecurityAnd Surveillance Private Limited | 0.36 | - |
NCC LIMITED
172
Notes forming part of the consolidated financial statements
(iv) Disclosure in respect of significant transactions (which are more than 10% of the total transactions of the same type) with related parties during the year.
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( ` in crores)
Particulars 2019 - 20 2018 - 19
----- End of picture text -----
| Particulars | 2019 - 20 | 2018 - 19 |
|---|---|---|
| - Jampana Constructions Private Limited | - | 1.64 |
| - Jubilee Hills Landmarks Projects Private Limited | - | 2.84 |
| Sub Contract Work Bills | ||
| - Jampana Constructions Private Limited | 77.21 | 58.17 |
| - Shri Aruna Constructions Private Limited | 77.15 | 39.70 |
| Remuneration(IncludingCommission) | ||
| - Sri. A.A.V. Ranga Raju | 6.33 | 10.81 |
| - Sri. A.S.N. Raju | 3.20 | 5.44 |
| - Sri. A.G.K. Raju | 3.20 | 5.46 |
| - Sri. A.V.N. Raju | 3.13 | 5.39 |
| Directors SittingFees | ||
| - Sri. R.V.Shastri# | - | 0.06 |
| - Sri. Hemanth M Nerurkar | 0.07 | 0.06 |
| - Smt. Renu Challu | 0.07 | 0.05 |
| - Sri. Utpal Sheth$ | 0.05 | - |
| - Sri. S.Ravi$ | 0.04 | - |
| - Dr. A.S. Durga Prasad | 0.08 | 0.06 |
| Rent Expenses | ||
| - Sirisha Projects Private Limited | 9.69 | 9.70 |
| Dividend Paid | ||
| - AVSR Holdings Private Limited | 6.07 | 4.05 |
| - Sri. A.A.V. Ranga Raju | 2.03 | 1.36 |
| - Sirisha Projects Private Limited | 1.68 | 1.11 |
Transactions occurred during the year with the party do not exceed 10% of the total transaction value. Hence, amount not disclosed. $ Transactions occurred during the previous year with the party do not exceed 10% of the total transaction value. Hence, amount not disclosed.
40 The Subsidiaries and Associate Companies are considered for consolidated financial statements are:
| Name of Subsidiaries /Associates | Place of incorporation and operation |
Proportion of Ownership Interest and voting power held bythe Group |
Proportion of Ownership Interest and voting power held bythe Group |
|---|---|---|---|
| As at March 31, 2020 |
As at March 31,2019 |
||
| NCC Urban Infrastructure Limited | India | 80% | 80% |
| NCC Infrastructure Holdings Limited | India | 62.82% | 62.13% |
| NCC VizagUrban Infrastructure Limited | India | 95% | 95% |
| PatnitopRopeway& Resorts Limited# | India | 100% | 100% |
| NCC International Convention Centre Limited$ | India | 100% | 100% |
| NCC Oil & Gas Limited(Refer note 40.2(a)) | India | - | 80% |
| Vaidehi Avenues Limited | India | 100% | 100% |
| Aster Rail Private Limited | India | 100% | 100% |
| Pachhwara Coal MiningPrivate Limited | India | 51% | 51% |
Annual Report 2019-20
173
Notes forming part of the consolidated financial statements
| Name of Subsidiaries /Associates | Place of incorporation and operation |
Proportion of Ownership Interest and voting power held bythe Group |
Proportion of Ownership Interest and voting power held bythe Group |
|---|---|---|---|
| As at March 31, 2020 |
As at March 31,2019 |
||
| Talaipalli Coal MiningPrivate Limited | India | 51% | 51% |
| Nagarjuna Construction Co. Limited & Partners L.L.C.(Refer note 40.2(b)) | Sultanate of Oman | - | 100% |
| Nagarjuna Construction CompanyInternational L.L.C. | Sultanate of Oman | 100% | 100% |
| NCC Infrastructure Holdings Mauritius Pte Limited | Mauritius | 100% | 100% |
| Nagarjuna ContractingCo. L.L.C. | Dubai | 100% | 100% |
| Subsidiaries of NCC Urban Infrastructure Limited | |||
| Dhatri Developers & Projects Private Limited | India | 100% | 100% |
| Sushanti Avenues Private Limited | India | 100% | 100% |
| Sushrutha Real Estate Private Limited | India | 100% | 100% |
| PRG Estates LLP* | India | 100% | 100% |
| Thrilekya Real Estates LLP* | India | 100% | 100% |
| Varma Infrastructure LLP* | India | 100% | 100% |
| Nandyala Real Estates LLP* | India | 100% | 100% |
| Kedarnath Real Estates LLP* | India | 100% | 100% |
| AKHS Homes LLP* | India | 100% | 100% |
| JIC Homes Private Limited | India | 100% | 100% |
| Sushanti HousingPrivate Limited | India | 100% | 100% |
| CSVS PropertyDevelopers Private Limited | India | 100% | 100% |
| Vera Avenues Private Limited | India | 100% | 100% |
| Sri Raga Nivas PropertyDevelopers LLP* | India | 100% | 100% |
| VSN PropertyDevelopers LLP* | India | 100% | 100% |
| M A PropertyDevelopers Private Limited | India | 100% | 100% |
| Vara Infrastructure Private Limited$ | India | 100% | 100% |
| Sri Raga Nivas Ventures Private Limited | India | 100% | 100% |
| Mallelavanam PropertyDevelopers Private Limited | India | 100% | 100% |
| Sradha Real Estates Private Limited$ | India | 100% | 100% |
| Siripada Homes Private Limited$ | India | 100% | 100% |
| NJC Avenues Private Limited | India | 100% | 100% |
| Nagarjuna Suites Private Limited$ | India | 100% | 100% |
| NCC Urban Homes Private Limited | India | 100% | 100% |
| NCC Urban Ventures Private Limited | India | 100% | 100% |
| NCC Urban Meadows Private Limited$ | India | 100% | 100% |
| NCC Urban Villas Private Limited$ | India | 100% | 100% |
| Subsidiaries of NCC Infrastructure Holdings Limited | |||
| OB Infrastructure Limited | India | 64.02% | 64.02% |
| NCC Infra Limited | India | 100% | 100% |
| Samashti Gas EnergyLimited | India | 100% | 100% |
NCC LIMITED
174
Notes forming part of the consolidated financial statements
| Name of Subsidiaries /Associates | Place of incorporation and operation |
Proportion of Ownership Interest and voting power held bythe Group |
Proportion of Ownership Interest and voting power held bythe Group |
|---|---|---|---|
| As at March 31, 2020 |
As at March 31,2019 |
||
| Savitra Agri Industrial Park Private Limited** | India | 100% | 100% |
| Subsidiaries of NCC Infrastructure Holdings Mauritius Pte. Limited | |||
| Al Mubarakia ContractingCo. L.L.C. | Dubai | 100% | 100% |
| Tellapur Technocity (Mauritius) (Refer note 40.2(c)) | Mauritius | - | 93.63% |
| Subsidiary of Nagarjuna Construction Company International L.L.C. | |||
| NCCA International Kuwait General Contracts CompanyL.L.C. | Kuwait | 100% | 100% |
| NCC WLL(Refer note 40.2(d)) | Qatar | - | 100% |
| Partnership Firm of NCC Urban Infrastructure Limited | |||
| NR Avenues | India | 100% | 100% |
| Associates of the NCC Limited | |||
| Brindavan Infrastructure CompanyLimited | India | 33.33% | 33.33% |
| Paschal Form Work(India)Private Limited | India | 23.35% | 23.74% |
| Tellapur TechnocityPrivate Limited(Refer note 40.2(e)) | India | - | 25.92% |
| Nagarjuna Facilities Management Services L.L.C. | Dubai | 49.00% | 49.00% |
| Associates of the NCC Infrastructure Holdings Limited | |||
| PondicherryTindivanam TollwayLimited | India | 47.80% | 47.80% |
| Ekana Sportz CityPrivate Limited | India | 26.00% | 26.00% |
| Associates of the NCC Infrastructure Holdings Mauritius Pte. Limited | |||
| Himalayan Green EnergyPrivate Limited | India | 50.00% | 50.00% |
| Apollonius Coal and EnergyPte. Ltd. | Singapore | 44.22% | 44.22% |
| Associate of the NCC Urban Infrastructure Limited | |||
| Varapradha Real Estates Private Limited | India | 40.00% | 40.00% |
-
Converted into limited liability partnership during the previous year.
-
** 42% of share holding is held by Vaidehi Avenues Limited.
-
Under voluntary liquidation.
-
$ Applied for strike off of the name.
Percentage of ownership interest in step subsidiaries and associates reported above represents ownership interest of immediate holding company and not the effective interest of the Group.
40.1 List of entities not considered for consolidation
- (a) In respect of a step subsidiary company, NCC Urban Lanka (Private) Limited, there are no transactions since incorporation, hence not considered for consolidation.
40.2 Change in the Group's ownership interest
-
(a) During the year, name of NCC Oil & Gas Limited was struck off from the register of companies and the company was dissolved, pursuant to application filed by the company on March 30, 2019.
-
(b) During the year, subsidiary company Nagarjuna Construction Co. Ltd. & Partners L.L.C., got liquidated with effect from June 19, 2019.
-
(c) During the year Tellapur Technocity (Mauritius) buy back the shares held by the Group and the company was under liquidation.
-
(d) During the year, subsidiary company NCC WLL got liquidated with effect from June 18, 2019.
-
(e) During the year investment in Teleport Technocity Private Limited was divested.
Annual Report 2019-20
175
Notes forming part of the consolidated financial statements
40.3 Disclosure of subsidiary having material non-controlling interests: (i) Summarised statement of Profit and Loss:
| Disclosure of subsidiary having material non-controlling interests: Summarised statement of Profit and Loss: |
||
|---|---|---|
| (`in crores) | ||
| Particulars | NCC Infrastructure Holdings Limited |
|
Year ended March 31, 2020 |
Year ended March 31, 2019 |
|
| Revenue | 0.48 | 0.48 |
| Profit / (loss) for the year | (73.92) | (48.33) |
| Other comprehensive income | - | (0.02) |
| Total comprehensive income | (73.92) | (48.35) |
| Add: Consolidation adjustment | 12.49 | 3.00 |
Total comprehensive income after consolidation adjustment |
(61.43) | (45.35) |
Non-controlling interest % |
37.18% | 37.87% |
Profit / (loss) allocated to non-controlling interests |
(22.84) | (17.17) |
(ii) Summarised Balance Sheet:
| Summarised Balance Sheet: | ||
|---|---|---|
| (`in crores) | ||
| Particulars | NCC Infrastructure Holdings Limited |
|
As at March 31, 2020 |
As at March 31, 2019 |
|
| Current assets (a) | 12.61 | 102.50 |
Current liabilities (b) |
93.54 | 89.08 |
Net current Assets (c)=(a)-(b) |
(80.93) | 13.42 |
Non-current assets (d) |
488.01 | 454.81 |
| Non-current liabilities (e) | 0.73 | 0.85 |
Net non-current Assets (f)=(d)-(e) |
487.28 | 453.96 |
| Net assets (g)=(c)+(f) | 406.35 | 467.38 |
Add: Consolidation adjustment |
28.49 | 16.00 |
Net assets after consolidation adjustment |
434.84 | 483.38 |
| Non-controlling interest % | 37.18% | 37.87% |
Accumulated non-controlling interests |
161.67 | 183.06 |
(iii) Summarised Cash Flow:
| Summarised Cash Flow: | ||
|---|---|---|
| (`in crores) | ||
| Particulars | NCC Infrastructure Holdings Limited |
|
Year ended March 31, 2020 |
Year ended March 31, 2019 |
|
| Cash flows from operating activities | (3.73) | 5.77 |
Cash flows from investing activities |
- | - |
| Cash flows from financing activities | 3.60 | (6.41) |
Net increase/(decrease) in cash and cash equivalents |
(0.13) | (0.64) |
Financial information in respect of individually immaterial associates: |
(`in crores) | |
| Particulars | Year ended March 31, 2020 |
Year ended March 31, 2019 |
| Aggregate carrying amount of investments in individually immaterial associates as at |
120.94 | 132.31 |
| Aggregate group share of | ||
Profit for the year |
(10.62) | (6.86) |
| Other comprehensive income for the year | - | 0.03 |
Total comprehensive income for the year |
(10.62) | (6.83) |
40.4 Financial information in respect of individually immaterial associates:
NCC LIMITED
176
Notes forming part of the consolidated financial statements
41 Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements to Schedule III to the Companies Act, 2013
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All the numbers belong to the year March 31, 2020
Net Assets, i.e., total
Share in other Share in total
assets minus total Share in profit or loss
comprehensive income comprehensive income
liabilities
Name of the Entities in the Group As % of As % of
As % of As % of Consolidated Consolidated
Amount Amount Amount Amount
Consolidated Consolidated other total
( crores) ( crores) ( crores) ( crores)
net assets profit or loss comprehensive comprehensive
income income
----- End of picture text -----
| Name of the Entities in the Group | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 |
|---|---|---|---|---|---|---|---|---|
| Net Assets, i.e., total assets minus total liabilities |
Share in profit or loss | Share in other comprehensive income |
Share in total comprehensive income |
|||||
| As % of Consolidated net assets |
Amount ( crores)|As % of<br>Consolidated<br>profit or loss|Amount<br>(crores) |
As % of Consolidated other comprehensive income |
Amount ( crores)|As % of<br>Consolidated<br>total<br>comprehensive<br>income|Amount<br>(crores) |
|||||
| NCC Limited | 104.06% | 5,105.63 | 113.52% |
382.04 | 568.03% |
(6.93) | 111.87% | 375.11 |
| Subsidiaries | ||||||||
| Indian | ||||||||
| NCC Urban Infrastructure Limited | 3.22% | 157.88 | 0.54% |
1.81 | 18.03% |
(0.22) | 0.47% | 1.59 |
| NCC Infrastructure Holdings Limited | 8.28% | 406.35 | -21.97% |
(73.92) | 0.00% | - | -22.05% |
(73.92) |
| Samashti Gas EnergyLimited | 0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| NCC Infra Limited | 0.36% | 17.70 | 0.00% |
(0.01) | 0.00% | - | 0.00% |
(0.01) |
| NCC VizagUrban Infrastructure Limited | 0.55% | 26.86 | -0.01% |
(0.04) | 0.00% | - | -0.01% |
(0.04) |
| OB Infrastructure Limited | 2.95% | 144.66 | -0.46% |
(1.54) | 0.00% | - | -0.46% |
(1.54) |
| PatnitopRopeway& Resorts Limited | 0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| NCC International Convention Centre Limited |
0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| NCC Oil & Gas Limited | 0.00% | - | 0.01% |
0.05 | 0.00% |
- | 0.01% |
0.05 |
| Vaidehi Avenues Limited | 0.10% | 5.08 | 0.01% |
0.02 | 0.00% |
- | 0.01% |
0.02 |
| Aster Rail Private Limited | -0.07% | (3.51) | 0.18% | 0.62 | 0.00% |
- | 0.18% |
0.62 |
| Pachhwara Coal MiningPrivate Limited | 0.02% | 1.04 | 0.57% |
1.93 | 0.00% |
- | 0.58% |
1.93 |
| Talaipalli Coal MiningPrivate Limited | 0.00% | (0.24) | 0.00% | - | 0.00% |
- | 0.00% |
- |
| Savitra Agri Industrial Park Private Limited | 1.29% | 63.10 | -0.02% |
(0.06) | 0.00% | - | -0.02% |
(0.06) |
| CSVS PropertyDevelopers Private Limited | 0.04% | 1.83 | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| Dhatri Developers & Projects Private Limited |
0.13% | 6.39 | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| JIC Homes Private Limited | 0.04% | 1.83 | 0.00% |
(0.01) | 0.00% | - | 0.00% |
(0.01) |
| M A PropertyDevelopers Private Limited | 0.04% | 1.74 | 0.00% |
(0.01) | 0.00% | - | 0.00% |
(0.01) |
| Mallelavanam Property Developers Private Limited |
0.02% | 0.98 | -0.01% |
(0.02) | 0.00% | - | -0.01% |
(0.02) |
| Sushanti HousingPrivate Limited | 0.04% | 1.74 | 0.00% |
(0.01) | 0.00% | - | 0.00% |
(0.01) |
| Sradha Real Estates Private Limited | 0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| Sushrutha Real Estate Private Limited | 0.04% | 1.77 | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| Sri Raga Nivas Ventures Private Limited | 0.00% | - | 0.04% |
0.14 | 0.00% |
- | 0.04% |
0.14 |
| Sushanti Avenues Private Limited | 0.09% | 4.66 | 0.00% |
(0.01) | 0.00% | - | 0.00% |
(0.01) |
| Vera Avenues Private Limited | 0.03% | 1.40 | 0.00% |
(0.01) | 0.00% | - | 0.00% |
(0.01) |
| Vara Infrastructure Private Limited | 0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| NJC Avenues Private Limited | 0.00% | (0.09) | 0.00% | - | 0.00% |
- | 0.00% |
- |
| Siripada Homes Private Limited | 0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| Nagarjuna Suites Private Limited | 0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| NCC Urban Ventures Private Limited | 0.00% | 0.01 | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| NCC Urban Homes Private Limited | 0.00% | 0.01 | 0.00% |
- | 0.00% |
- | 0.00% |
- |
Annual Report 2019-20
177
Notes forming part of the consolidated financial statements
==> picture [510 x 100] intentionally omitted <==
----- Start of picture text -----
All the numbers belong to the year March 31, 2020
Net Assets, i.e., total
Share in other Share in total
assets minus total Share in profit or loss
comprehensive income comprehensive income
liabilities
Name of the Entities in the Group As % of As % of
As % of As % of Consolidated Consolidated
Amount Amount Amount Amount
Consolidated Consolidated other total
( crores) ( crores) ( crores) ( crores)
net assets profit or loss comprehensive comprehensive
income income
----- End of picture text -----
| Name of the Entities in the Group | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 | All the numbers belongto theyear March 31,2020 |
|---|---|---|---|---|---|---|---|---|
| Net Assets, i.e., total assets minus total liabilities |
Share in profit or loss | Share in other comprehensive income |
Share in total comprehensive income |
|||||
| As % of Consolidated net assets |
Amount ( crores)|As % of<br>Consolidated<br>profit or loss|Amount<br>(crores) |
As % of Consolidated other comprehensive income |
Amount ( crores)|As % of<br>Consolidated<br>total<br>comprehensive<br>income|Amount<br>(crores) |
|||||
| NCC Urban Meadows Private Limited | 0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| NCC Urban Villas Private Limited | 0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| Foreign | - | |||||||
| Nagarjuna Construction Company International L.L.C. |
1.60% | 78.39 | -10.82% |
(36.41) | 2008.20% | (24.50) | -18.17% | (60.91) |
| NCC Infrastructure Holdings Mauritius Pte Limited |
1.13% | 55.24 | -1.87% |
(6.29) | 3660.66% | (44.66) | -15.19% | (50.95) |
| Al Mubarakia ContractingCo. L.L.C. | 0.00% | - | -0.03% |
(0.11) | 14.75% | (0.18) | -0.09% | (0.29) |
| Nagarjuna ContractingCo. L.L.C. | 0.00% | (0.02) | 0.61% | 2.06 | 13.11% |
(0.16) | 0.57% | 1.90 |
| NCCA International Kuwait General Contracts CompanyL.L.C. |
0.06% | 3.12 | -0.01% |
(0.05) | 15.57% | (0.19) | -0.07% | (0.24) |
| NCC WLL | 0.00% | - | 0.26% |
0.89 | 0.00% |
- | 0.27% |
0.89 |
| PartnershipFirm | ||||||||
| AKHS Homes LLP | 0.01% | 0.63 | -0.01% |
(0.02) | 0.00% | - | -0.01% |
(0.02) |
| Kedarnath Real Estates LLP | 0.12% | 5.78 | 0.00% |
(0.01) | 0.00% | - | 0.00% |
(0.01) |
| Sri Raga Nivas PropertyDevelopers LLP | 0.02% | 0.87 | 0.00% |
(0.01) | 0.00% | - | 0.00% |
(0.01) |
| VSN PropertyDevelopers LLP | 0.02% | 0.88 | 0.00% |
(0.01) | 0.00% | - | 0.00% |
(0.01) |
| Nandyala Real Estates LLP | 0.08% | 3.96 | 0.00% |
(0.01) | 0.00% | - | 0.00% |
(0.01) |
| PRG Estates LLP | 0.09% | 4.63 | -0.01% |
(0.02) | 0.00% | - | -0.01% |
(0.02) |
| Thrilekya Real Estates LLP | 0.10% | 4.79 | -0.01% |
(0.02) | 0.00% | - | -0.01% |
(0.02) |
| Varma Infrastructure LLP | 0.16% | 7.71 | 0.00% |
(0.01) | 0.00% | - | 0.00% |
(0.01) |
| NR Avenues | 0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| Non ControllingInterest | -5.15% | (252.84) | 6.66% | 22.42 | -3.28% |
0.04 | 6.70% |
22.46 |
| Associates (Investment as per equity method) |
||||||||
| Indian | ||||||||
| Himalayan Green EnergyPrivate Limited | 0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| Paschal Form Work(India)Private Limited | 0.01% | 0.53 | -0.32% |
(1.09) | 0.00% | - | -0.33% |
(1.09) |
| Ekana Sportz cityPrivate Limited | 0.47% | 23.26 | 0.04% |
0.13 | 0.00% |
- | 0.04% |
0.13 |
| Brindavan Infrastructure CompanyLimited | 0.25% | 12.46 | -0.01% |
(0.04) | 0.00% | - | -0.01% |
(0.04) |
| PondicherryTindivanam TollwayLimited | 0.00% | - | -1.15% |
(3.87) | 0.00% | - | -1.15% |
(3.87) |
| Varapradha Real Estates Private Limited | 1.57% | 76.91 | 0.06% |
0.21 | 0.00% |
- | 0.06% |
0.21 |
| Foreign | ||||||||
| Nagarjuna Facilities Management Services L.L.C. |
0.00% | - | 0.00% |
- | 0.00% |
- | 0.00% |
- |
| Apollonius Coal and EnergyPte. Ltd. | 0.16% | 7.78 | -1.77% |
(5.96) | 0.00% | - | -1.78% |
(5.96) |
| Total before CFS adjustments & eliminations |
5,980.90 | 282.75 | (76.80) | 205.95 | ||||
| CFS adjustments & eliminations | **-21.90% ** | (1,074.45) | 15.98% | 53.78 | -6195.08% |
75.58 | 38.58% |
129.36 |
| Total | 100.00% | 4,906.45 | 100.00% |
336.53 | 100.00% |
(1.22) | 100.00% | 335.31 |
NCC LIMITED
178
Notes forming part of the consolidated financial statements
42 Financial instruments
42.1 Capital management
The Group’s capital management objective is to maximise the total shareholder return by optimising cost of capital through flexible capital structure that supports growth. Further, the Group ensures optimal credit risk profile to maintain/enhance credit rating.
The Group determines the amount of capital required on the basis of annual operating plan and long-term strategic plans. The funding requirements are met through internal accruals and long-term/short-term borrowings. The Group monitors the capital structure on the basis of Net debt to equity ratio and maturity profile of the overall debt portfolio of the Group.
For the purpose of capital management, capital includes issued equity capital, non-controlling interest, securities premium and all other revenue reserves. Net debt includes all long and short-term borrowings as reduced by cash and cash equivalents.
The following table summarises the capital of the Group:
|(in crores)|(in crores)|(`in crores)|
|---|---|---|
||As at
March 31, 2020|As at
March 31, 2019|
|Equity|5,159.29|4,872.47|
|Short-termborrowings and current portionof long-termdebt|1,941.65|2,202.97|
|Long-termdebt|239.82|488.43|
|Cashand cashequivalents|(114.44)|(219.43)|
|Net debt|2,067.03|2,471.97|
|Total capital (equity+ net debt)|7,226.32|7,344.44|
|Gearingratio|0.40|0.51|
42.2 Categories of financial instruments
| Categories of financial instruments | Categories of financial instruments | Categories of financial instruments |
|---|---|---|
| (`in crores) | ||
| As at March 31, 2020 |
As at March 31, 2019 |
|
| Financial assets | ||
| Measured at fair value through profit or loss (FVTPL) | ||
| Mandatorilymeasured: | ||
| Equityinvestmentsinotherentities | 327.30 | 343.18 |
| Measured at amortised cost | ||
| Cashand bankbalances | 388.74 | 361.71 |
| Other financialassets at amortised cost | 3,410.62 | 4,200.95 |
| Measured at cost | ||
| Investmentsinequityinstrumentsinassociates | ||
| Equity shares | 120.94 | 132.31 |
| 4,247.60 | 5,038.15 | |
| Financial liabilities | ||
| Measured at amortised cost | 6,470.07 | 7,388.53 |
42.3 Financial risk management objectives
The Group’s business activities exposed to a variety of financial risk viz., market risk, credit risk and liquidity risk. The Group’s focus is to estimate a vulnerability of financial risk and to address the issue to minimize the potential adverse effects of its financial performance.
(i) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group’s exposure to market risk is primarily on account of the following:
• Interest rate risk
Out of total borrowings, large portion represents short term borrowings (WCDL) and the interest rate primarily basing on the Group’s credit rating and also the changes in the financial market. Group continuously monitoring over all factors influence rating and also factors which influential the determination of the interest rates by the banks to minimize the interest rate risks.
Annual Report 2019-20
179
Notes forming part of the consolidated financial statements
The Group’s exposure to changes in interest rates relates primarily to the Group’s outstanding floating rate borrowings. Out of the total borrowings of 2,181.47 crores (31.03.2019: 2,691.40 crores) as of 31.03.2020, the floating rate borrowings are 1,524.89 crores (31.03.2019: 1,502.24 crores). For every 50 base points change in the interest rate when no change in other variables, it will affect the profit before tax by 7.62 crores for the year ended March 31, 2020 (31.03.2019: 7.51 crores).
• Foreign currency risk
The Group has several balances in foreign currency and consequently the group is exposed to foreign exchange risk. The exchange rate between the rupee and foreign currencies has changed substantially in recent years, which has affected the results of the Group, and may fluctuate substantially in the future. The Group evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.
We summarise below the financial instruments which have the foreign currency risks as at March 31, 2020 and March 31, 2019.
(a) The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities based on gross exposure at the end of the reporting period is as under:
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----- Start of picture text -----
Liabilities Assets
Currency As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
USD (crores) 4.47 4.32 5.09 5.09
INR ( in crores) 337.40 299.21 384.57 352.24<br>Euro (crores) - 0.31 - -<br>INR ( in crores) - 24.40 - -
----- End of picture text -----
The Group doesn't have any forex derivative instrument, hence all the above balances are unhedged.
(b) Foreign currency sensitivity analysis
The Group is not substantially exposed for business activities in foreign currency. Hence, the impact of any significant fluctuation in the exchange rates is not expected to have a material impact of the operating profits of the Group.
|(in crores)|(in crores)|(in crores)|
|---|---|---|
|**Currency USD impact on:**|**As at**<br>**March 31, 2020**|As at<br>March 31,2019|
|Impact of1 strengtheningagainst US Dollar onprofit or(loss)for theyear|(0.62)|(0.77)|
|Impact of1 weakeningagainst US Dollar onprofit or(loss)for theyear|**0.62**|0.77|
|Impact of1 strengthening against US Dollar on Equity as at the end of the reporting
period|(0.62)|(0.77)|
|Impact of`1 weakeningagainst US Dollar on Equityas at the end of the reporting period|0.62|0.77|
ii) Credit risk management
Credit Risk refers to the risk for a counter party default on its contractual obligation resulting a financial loss to the Group.
Credit risk on trade receivables and contract assets is limited as the customers of the Group mainly consists of the Government promoted entities having a strong credit worthiness. For doubtful receivables the company uses a provision matrix to compute the expected credit loss allowances for trade receivables and contract assets. In assessing the recoverability of the trade receivables and contracts assets, management’s judgement involves consideration of aging status, evaluation of litigations and the likelihood of collection based on the terms of the contract. Refer note 6, 11.3 and 16.3 for provision made against trade receivable and contract assets.
Credit risk on account of investments, loans (including interest) and other receivables from related parties has been adequately provided in the books. The cash and bank balances (excluding cash on hand) are held with banks and financial institutions having good credit rating.
NCC LIMITED
180
Notes forming part of the consolidated financial statements
iii) Liquidity risk management
The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuous planning and monitoring of actual cash flows and by matching the maturity profiles of financial assets and liabilities.
The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at March 31, 2020:
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----- Start of picture text -----
( ` in crores)
Payable Total
Carrying
contracted
amount Within 1 year 1-3 year Beyond 3 years cash flows
Accounts payable and acceptances 4,168.97 3,884.46 227.27 57.24 4,168.97
Borrowings and interest accrued 2,260.08 2,020.27 232.94 6.87 2,260.08
Other financial liabilities 41.02 41.02 - - 41.02
Total 6,470.07 5,945.75 460.21 64.11 6,470.07
----- End of picture text -----
The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at March 31, 2019:
|||(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|---|
||Carrying
amount|Payable|||Total
contracted
cash flows|
|||Within 1 year|1-3 year|Beyond 3 years||
|Accountspayable and acceptances|4,623.46|4,348.65|212.09|62.72|4,623.46|
|Borrowings and interest accrued|2,730.87|2,242.44|463.37|25.06|2,730.87|
|Other financial liabilities|34.20|34.20|-|-|34.20|
|Total|7,388.53|6,625.29|675.46|87.78|7,388.53|
42.4 Fair value measurements
Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of the reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation techniques and inputs used):
==> picture [490 x 81] intentionally omitted <==
----- Start of picture text -----
Fair Value as at Valuation
Fair value
Financial assets / financial liabilities As at As at techniques &
hierarchy
March 31, 2020 March 31, 2019 key inputs used
Investments in quoted Debt instruments at FVTPL 113.87 97.12 Level 1 Refer note 2
Investments in unquoted equity instruments at FVTPL 3.70 5.82 Level 2 Refer note 3(a)
Investments in unquoted equity instruments at FVTPL 209.73 240.24 Level 2 Refer note 3(b)
----- End of picture text -----*
- Positive value denotes financial asset (net) and negative value denotes financial liability (net).
Notes:
(1) There were no transfers between Level 1 and 2 in the year.
(2) The Level 1 financial instruments are measured using quotes in active market
- (3) The following table shows the valuation technique and key input used for Level 2:
==> picture [490 x 17] intentionally omitted <==
----- Start of picture text -----
Financial Instrument Key Inputs used
----- End of picture text -----
| Financial Instrument | KeyInputs used |
|---|---|
| (a) Unquoted Equity Instruments | Government notified value of the lands is taken as fair market value in the absence of reliable comparable data. |
| (b) Unquoted Equity Instruments | Fair value of investments has been arrived either realisable value of underlying assets or asper contractuallyrealisable values. |
Annual Report 2019-20
181
Notes forming part of the consolidated financial statements
Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)
| required) | ||||
|---|---|---|---|---|
| (`in crores) | ||||
| As at March 31, 2020 | As at March 31,2019 | |||
| Carrying amount |
Fair value | Carrying amount |
Fair value | |
| Financial assets | ||||
| Financial assets at amortised cost: | ||||
| - Trade receivables | 2,938.02 | 2,938.02 | 3,533.27 | 3,533.27 |
| - Cash and cash equivalents | 114.44 | 114.44 | 219.43 | 219.43 |
| - Bank balances other than cash and cash equivalents | 274.30 | 274.30 | 142.28 | 142.28 |
| - Loans | 39.49 | 39.49 | 93.82 | 93.82 |
| - Other financial assets | 433.11 | 433.11 | 573.86 | 573.86 |
| Financial liabilities | ||||
| Financial liabilities at amortised cost: | ||||
| - Borrowings(excludingcurrent maturity) | 1,872.62 | 1,872.62 | 2,362.02 | 2,362.02 |
| - Tradepayables | 4,168.97 | 4,168.97 | 4,623.46 | 4,623.46 |
| - Other financial liabilities | 428.48 | 428.48 | 403.05 | 403.05 |
Note:
The fair values of the financial assets and financial liabilities included above have been determined in accordance with generally accepted pricing models.
43 Legal / Statutory Reserve
As per Article 106 of the Commercial law of 1974 in the Sultanate of Oman, 10% of the Subsidiary Companies Net Profit is required to be transferred to a non-distributable legal reserve until the amount of the legal reserve equals one-third of the subsidiary’s issued share capital. Similarly, as per the provisions of the UAE Commercial Companies Act, 10% of the Subsidiary Companies Net Profit is required to be transferred to a non-distributable statutory reserve until the amount of the statutory reserve equals 50% of the subsidiary’s paid up share capital. During the year, the respective subsidiaries had incurred losses, hence no profit had been transferred to the legal reserve.
44 Himachal Sorang Power Limited:
NCC Infrastructure Holdings Limited (NCCIHL), a subsidiary during the year 2012-13, entered into a Share Purchase Agreement (SPA) with TAQA India Power Ventures Private Limited (TAQA), (formerly TAQA Jyothi Energy Ventures Private Ltd) for sale of 4,144,300 equity shares of ` 10.00 each and 7,858,900 Zero Coupon Irredeemable Fully Convertible Debentures held by it in Himachal Sorang Power Limited (HSPL).
In terms of SPA, the sale of shares to be effected in two tranches viz initial sale and subsequent sale. Initial sale shares
transferred and consideration realised in 2012-13. Against Subsequent sale of shares amount partly received in advance and shares transfer completed on January 22, 2019. Balance consideration receivable ` 9.00 crores against subsequent sale shown under Other Receivables.
During the year 2012-13, the management has estimated and made a provision of 51.96 crores towards its obligation to meet cost over runs, contingencies, etc. During 2014-15, TAQA invoked bank guarantee of 36.00 crores, submitted by NCCIHL as security and adjusted this with provision. During 2017-18 Receivable amounts on account of advances paid to HSPL for expenses 14.08 crores adjusted with this provision. The net provision amount of 1.88 crores presented under ‘‘Other Current Liabilities”.
During the year 2014-15, TAQA and HSPL had invoked arbitration proceedings under the SPA, in Singapore International arbitration centre, detailing various disputes/ claims aggregating to 409.90 crores which is revised to 671.43 crores during the Arbitration Process. NCCIHL denied all the disputes/claims in its entirety and raised Counter Claims aggregating to 210.34 crores (subsequently revised to 78.50 crores). The Learned Arbitral Tribunal has while quashing the claims of TAQA, has allowed certain claims of HSPL amounting to ` 108.38 crores (after adjustments of receivables) together with interest commencing on varied dates.
NCC LIMITED
182
Notes forming part of the consolidated financial statements
TAQA and HSPL in March, 2018 had filed a petition before the honourable High Court of Delhi for Enforcement of a Foreign Award and NCCIHL has raised preliminary objections on the grounds of Jurisdiction and the next hearing is slated on July 15, 2020.
Further, TAQA/HSPL and NCCIHL have filed setting aside (of award) applications in Singapore High Court in April and June, 2018 respectively. In January, 2019, Singapore High Court has dismissed setting aside applications of both parties and grounds for setting aside were provided in November, 2019. Both parties have challenged the Singapore High Court’s decisions in the Court of Appeal, Singapore. The applications in Court of Appeal were filed in February, 2019 and the hearing date is yet to be informed (initial date scheduled is cancelled due to COVID-19).
NCCIHL has also filed an application in National Company Law Tribunal (NCLT) at Chennai for recovery of ` 9.00 crores (plus interest) from TAQA as that portion of the Award has become final since it was not challenged by TAQA in the Singapore High Court. The oral and written submissions are completed in the matter and the Judgement is awaited. The next date of hearing in this matter is yet to be notified.
During the Current Financial Year 2019-20, the Management reviewed various items of the claims of both the parties and also considering the in-house legal experts opinion, assessed the likely outcome of the claims and basing on such assessments a further amount of 12.64 crores is provided under “Other Current Liabilities” in addition to the provision made in previous years of 103.80 crores.
- 45 In respect of step subsidiary Savitra Agri Industrial Park Private Limited, certain cases were filed by the petitioners in Honourable High Court of Andhra Pradesh for setting aside alienation of land at Sompeta by Andhra Pradesh Industrial Corporation, setting aside Environmental Clearance for the project and certain other matters. The step subsidiary is a respondent to in all the cases. Besides these, certain individuals have filed cases in Civil Court for permanent injunctions restraining the subsidiary from possession and enjoyment of land admeasuring 1.78 acres. The matters are subjudice. The Management at this juncture do not foresee any adjustments
to the carrying value of assets and liabilities on account of these cases at this juncture.
The step subsidiary has planned to develop Aquaculture in own lands (Patta) in Benkili-Baruva Village, Sompeta Mandal Jurisdiction. Accordingly, it has filed application (Form-B) on February 24, 2018, for registration of Fresh Water Aquaculture Farm in 197.00 acres. A Sub-Committee consisting of the officials from Revenue, Irrigation, Ground Water and Agriculture Departments headed by JD-Fisheries visited the project site and made physical inspections. NOCs from all the individual departments have been received except from Agriculture Department which is also expected shortly.
- 46 In respect of a subsidiary, NCC Vizag Urban Infrastructure Limited (the Subsidiary) entered into a Development Agreement (Agreement) with Andhra Pradesh Housing Board [‘APHB’] dated 16 March, 2007 to design, plan, finance and market, develop necessary infrastructure, provide necessary services, operate and maintain the infrastructure, administer and manage the project in accordance with the terms and conditions set out in the agreement with APHB.
Due to various reasons, the project did not commence and the Subsidiary Company proposed various options to the Municipal Administration & Urban Development Department, Govt of A.P., for implementation of the housing development scheme. After reviewing various options, the Govt of A.P., issued G.O.M.S.No.64 on February 12, 2019, permitting the land to be made free hold subject to certain terms & conditions. The Subsidiary Company accepted the scheme and now in the process of complying with the G.O. In the opinion of the Management, all hurdles are getting cleared with the above scheme decided by two parties and confident to take forward the project.
47 In respect of subsidiary Nagarjuna Contracting Co. L.L.C., as at March 31, 2020, the Entity has ongoing law suit with a customer and the matter is pending before the courts. During the previous year the Management has decided to cease the operations of the Entity, as the going concern assumption is not valid for the Entity, the financial statements have been prepared on the basis of the accounting convention of realisable /settlement values of assets and liabilities.
Annual Report 2019-20
183
Notes forming part of the consolidated financial statements
48 Service concession arrangement
Below service concession arrangement has been accounted under financial asset model
| Project Name | Orai-Bhognipur Infrastructure Limited |
|---|---|
| Type of Project | BOT(Annuity ) |
| Concession period | 17.5 years (from 19th October 2006 to 19th April 2024, Including 2.5years of construction) |
| Annuity collection | Fixed semi - annuity based :-`44.82 crores (in the month of April and October in a financialyear) |
| Investmentgrant from concessiongrantor | Nil |
| Project Description | Constructing ,Operating and Maintaining road highway from 220 km to 255 km (i.e. 30 km) on NH-25 and from 421.20 to 449 km on NH-2 on Orai-Bhognipur in Uttar Pradesh. |
| Infrastructure return at the end of concessionperiod | Yes |
| Renewal and termination options | Nil |
49 Segment Reporting
-
a) Business segment: The Group has considered business segment as primary segment for disclosure. The Group’s operations predominantly consist of construction / project activities, which in the context of Ind AS 108 “Operating Segments” is considered the only business segment.
-
b) Geographical segment: The Group has operations within India and outside India and the disclosures in respect of the geographical segment are given below:
| Geographical segment: The Group has operations within India and outside India and the disclosures in respect of the geographical segment are given below: |
Geographical segment: The Group has operations within India and outside India and the disclosures in respect of the geographical segment are given below: |
Geographical segment: The Group has operations within India and outside India and the disclosures in respect of the geographical segment are given below: |
|---|---|---|
| (`in crores) | ||
| Geographical Segment | Revenue for the yearended |
Segment assets as at* |
| Within India | ||
| March 31,2020 | 8,584.47 | 1,675.74 |
| March31,2019 | 12,528.05 | 1,722.36 |
| OutsideIndia | ||
| March 31,2020 | 316.60 | 256.63 |
| March31,2019 | 367.59 | 343.44 |
- Segment assets represents non current assets excluding financial assets and deferred tax asset.
Customer Concentration
Revenue from one customer amounted to 10.43% arising on account of Income from Contracts and Services in current year and revenue from another customer amounted to 18.57% in the previous year.
50 Earnings per share
| Earnings per share | ||
|---|---|---|
| Year Ended March 31, 2020 |
Year Ended March 31, 2019 |
|
| Net Profit after tax available for equityshareholders(`in crores) | 336.53 | 578.69 |
| Weighted Average number of equityshares for Basic EPS(Nos) | 602,280,468 | 600,646,588 |
| Weighted Average number of equityshares for Diluted EPS(Nos) | 602,280,468 | 600,646,588 |
| Face valueper share(`) | 2.00 | 2.00 |
| Basic & Diluted EPS *(`) | 5.59 | 9.63 |
- The Company has no dilutive instruments during the year ended March 31, 2020 and March 31, 2019. As such Dilutive Earnings per share equals to Basic Earnings per share.
NCC LIMITED
184
Notes forming part of the consolidated financial statements
- 51 a) Gross amount required to be spent by the Company towards CSR during the year
10.02 crores (March 31, 2019:6.14 crores).
b) Amount spent on:
( ` in crores)
| Particulars | March 31, 2020 | March 31, 2020 | March 31, 2020 | March 31,2019 | March 31,2019 | March 31,2019 |
|---|---|---|---|---|---|---|
| In cash | Yet to be paid |
Total | In cash | Yet to be paid |
Total | |
| Rural Development-Antervedipallipalem | 3.69 | - | 3.69 | 4.85 | - | 4.85 |
| Education,Sports and Harithaharam | 1.69 | - | 1.69 | 0.29 | - | 0.29 |
| CM's Relief fund- Covid 19 | 3.00 | - | 3.00 | - | - | - |
| Armywelfare fund | - | - | - | 1.00 | - | 1.00 |
| Total | 8.38 | - | 8.38 | 6.14 | - | 6.14 |
52 The exceptional items for the year ended March 31, 2020 is 49.63 crores after netting off profit on sale of investment and others of 9.81 crores and provision made for impairment of investment, impairment of loan and obligation on sale of investment and others of ` 59.44 crores.
The exceptional items for the year ended March 31, 2019 is 107.82 crores after netting off profit on sale of investment of 2.57 crores and provision made for impairment of investment, obligation on sale of investments and impairment of goodwill ` 110.39 crores.
53 Consequent to the encashment of Bank Guarantees (BGs) of 343.10 crores in the year 2017-18 by one of the customer (Sembcorp Energy India Limited), NCCL invoked the arbitration clause and submitted a claim of 1,571.41 crores towards refund of retention money, refund of BGs amount, payment of pending bills, additional works done and cost incurred on prolongation of the project by the customer. Against which, the customer has filed a counter claim of ` 1,071.46 crores towards liquidated damages, turbine replacement, balance works, etc. As per the management assessment and legal advise, no provision is required for the subject matter and arbitration proceedings are expected to be completed within a year’s time.
54 Deferred tax assets (Net)
Significant components of deferred tax (liabilities) / assets for the year ended March 31, 2020:
| Deferred tax assets (Net) Significant components of deferred tax (liabilities) / assets for the year ended March 31, 2020: |
Deferred tax assets (Net) Significant components of deferred tax (liabilities) / assets for the year ended March 31, 2020: |
Deferred tax assets (Net) Significant components of deferred tax (liabilities) / assets for the year ended March 31, 2020: |
|---|---|---|
| (`in crores) | ||
| As at March 31, 2020 |
As at March 31,2019 |
|
| Deferred tax(liabilities) /assets in relation to: | ||
| Property, plant andequipment | (15.12) | (18.66) |
| Provision for doubtful tradereceivables, contract assets,advances andothers | 64.95 | 56.06 |
| Provision for diminution in value of investments | - | 25.03 |
| Provision foremployeebenefits | 33.50 | 26.58 |
| Loss allowance on Financial Instruments | - | 63.40 |
| MAT Creditentitlement | 125.15 | 28.45 |
| Others | 6.36 | 0.82 |
| Total | 214.84 | 181.68 |
54.1 Unrecognised deductible temporary differences, unused tax losses and unused tax credits:
| Unrecognised deductible temporary differences, unused tax losses and unused tax credits: | Unrecognised deductible temporary differences, unused tax losses and unused tax credits: | Unrecognised deductible temporary differences, unused tax losses and unused tax credits: |
|---|---|---|
| (`in crores) | ||
| As at March 31, 2020 |
As at March 31, 2019 |
|
| Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are attributable to the following: |
||
| -Long-term / Short-term capital loss | 999.44 | 880.68 |
| -Unused tax credits | 129.58 | 118.57 |
| Total | 1,129.02 | 999.25 |
Annual Report 2019-20
185
Notes forming part of the consolidated financial statements
-
55 Amounts included in contract liabilities at the beginning of the year recognised as revenue in the current year of
1,092.12 crores (31.03.2019:1,119.41 crores). -
Change in the contract assets and contract liabilities as at March 31, 2020 from March 31, 2019 is on account of decrease in operations of the Company.
56 Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price
There is no difference in the contract price negotiated and the revenue recognised in the statement of profit and loss for the current year. There is no significant revenue recognised in the current year from performance obligations satisfied in previous periods.
57 Performance obligation
The transaction price allocated to the remaining performance obligations is (excluding non-moving orders) 26,572 crores (31.03.2019: 41,197 crores), which will be recognised as revenue over the respective project durations. Generally the project duration of contracts with customers is ranging 1 to 3 years.
-
58 The Board of Directors at its meeting held on December 28, 2019 has approved the proposal of merger of two wholly owned subsidiaries i.e., Vaidehi Avenues Limited and Aster Rail Private Limited with the Parent Company. The scheme of merger will not have any significant impact on financials.
-
59 The trade receivables and contract assets includes an amount of ` 343.77 crores (net of mobilisation advance) relating to the Amaravati Capital City projects in the state of Andhra Pradesh. These works were commenced and were in good progress till May, 2019. However, subsequently, there is no significant execution of the work / payment in these projects because of non-clearance from the newly elected Government. Management based on its internal assessments and discussions with the agencies is of the view that no further provision is required in this regard.
60 Estimation of uncertainties relating to the global health pandemic from COVID-19
The SARS-CoV-2 virus responsible for COVlD-19 continues to spread across the globe and India, which has contributed to a significant decline in global and local economic activities. The extent to which the COVID-19 pandemic will impact the Group results will depend on future developments, which are uncertain, including, among other things, any new information concerning the severity of the COVID-19 pandemic and any action to contain its spread or mitigate its impact whether Government mandated or elected by the Group.
61 Approval of financial statements:
The financial statements were approved for issue by the Board of Directors on May 29, 2020.
For S.R. BATLIBOI & ASSOCIATES LLP
For and on behalf of the Board
ICAI Firm Registration No. 101049W/E300004 CHARTERED ACCOUNTANTS
per NAVNEET RAI KABRA
Partner Membership No. 102328
R.S. RAJU
Associate Director (F&A) / CFO
A.A.V. RANGA RAJU
Managing Director / CEO (DIN No: 00019161)
M.V. SRINIVASA MURTHY
Company Secy. & E.V.P (Legal)
A.G.K. RAJU
Executive Director (DIN No: 00019100)
Hyderabad, May 29, 2020
NCC LIMITED
186
| (`in Crores) | Extent of shareholding (In percentage) |
80% |
62.82% | 100% |
100% | 95% | 64.02% | 100% |
100% | 80% | 100% | 100% | 51% | 51% | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit/ (Loss) after Taxation |
1.81 | (73.92) | - |
(0.01) | (0.04) |
(1.54) | - |
- | 0.05 | 0.02 | 0.62 | 1.93 | (0.00) |
(0.06) |
(0.00) | (0.00) |
(0.01) | (0.01) |
(0.02) |
(0.01) |
0.00 |
(0.00) | |
| Provision for taxation |
(0.27) | 0.00 | - |
- | - | 0.59 | - |
- | - | - | 0.20 | 0.39 | - | - | - | - | - | - | - | - | - | - | |
| Profit/ (Loss) before Taxation |
1.54 | (73.92) | - |
(0.01) | (0.04) |
(0.95) | - |
- | 0.05 | 0.03 | 0.82 | 2.32 | (0.00) |
(0.06) |
(0.00) | (0.00) |
(0.01) | (0.01) |
(0.02) |
(0.01) |
0.00 |
(0.00) | |
| Turnover | 229.43 | 0.48 | - |
- | - |
89.64 | - |
- | - | 0.00 | 18.40 | 87.84 |
- |
- |
- |
- |
- | - |
- |
- |
- |
- | |
| Investments | 113.61 | 487.62 | - | - | - | 113.87 | - |
- | - | 0.05 | - | - | - | - | - | - | - | - | - | - | - | - | |
| Total Assets |
837.01 | 500.63 | - | 17.70 | 219.20 | 327.23 | - |
- | - | 5.26 | 3.29 | 34.99 | 0.01 | 63.10 | 1.83 | 6.39 | 1.83 | 1.74 | 0.98 | 1.74 | 0.00 | 1.77 | |
| Total equity & Liabilities |
837.01 | 500.63 | - |
17.70 | 219.20 | 327.23 | - |
- | - | 5.26 | 3.29 | 34.99 | 0.01 | 63.10 | 1.83 | 6.39 | 1.83 | 1.74 | 0.98 | 1.74 | 0.00 | 1.77 | |
| Total Liabilities |
679.13 | 94.28 | - | - | 192.34 | 182.56 | - | - | - | 0.18 | 6.80 | 33.95 | 0.25 | 0.01 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| Other Equity |
7.88 | (302.59) | (0.05) | (0.20) | (25.76) | 129.91 | (1.05) |
(1.00) | - | (0.08) | (6.61) | 0.84 | (0.33) | 62.98 | 1.78 | 6.29 | 1.77 | 1.69 | 0.93 | 1.69 | (0.05) | 1.67 | |
| Share Capital |
150.00 | 708.94 | 0.05 | 17.90 | 52.63 | 14.76 | 1.05 | 1.00 | - | 5.16 | 3.10 | 0.20 | 0.09 | 0.12 | 0.05 | 0.10 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.10 | |
| Reporting currency |
INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | INR | |
| The Date since when subsidiary was acquired |
8-Dec-2006 |
27-May-2005 | 29-Sep-2010 | 28-Nov-2011 | 25-Jan-2006 | 31-Mar-2006 | 13-Feb-2007 | 5-Dec-2008 | 6-Oct-2010 | 1-Apr-2011 | 30-Jul-2013 | 1-Jun-2016 | 25-Dec-2017 | 17-Feb-2017 | 13-Feb-2007 | 13-Feb-2006 | 12-Feb-2007 | 17-Feb-2007 | 15-Mar-2007 | 12-Feb-2007 | 16-Mar-2007 | 13-Feb-2006 | |
| Name of the Subsidiary | NCC Urban Infrastructure Limited |
NCC Infrastructure Holdings Limited |
Samashti Gas Energy Limited |
NCC Infra Limited | NCC Vizag Urban Infrastructure Limited |
OB Infrastructure Limited | Patnitop Ropeway & Resorts Limited |
NCC International Convention Centre Limited |
NCC Oil & Gas Limited | Vaidehi Avenues Limited | Aster Rail Private Limited | Pachhwara Coal Mining Private Limited |
Talaipalli Coal Mining Private Limited |
Savitra Agri Industrial Park Private Limited |
CSVS Property Developers Private Limited |
Dhatri Developers & Projects Private Limited |
JIC Homes Private Limited | M A Property Developers Private Limited |
Mallelavanam Property Developers Private Limited |
Sushanti Housing Private Limited |
Sradha Real Estates Private Limited |
Sushrutha Real Estate Private Limited |
|
| Sl. No. |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | 21 | 22 |
Annual Report 2019-20
187
|(in Crores)|Extent of<br>shareholding<br>(In<br>percentage)|<br>100%|100%|100%|100%|100%|100%|100%|100%|100%|100%|100%|100%|100%|100%|100%|100%|100%|Note:<br>1<br>Exchange rate as on 31.03.2020: Omani Rial =196.218, AED =20.57, US$ =75.54, KWD =243.62, QAR =20.75.
2
Reporting period for all subsidiaries is same as of holding company i.e., 1st April to 31st March.
3
During the year, the name of NCC Oil & Gas Limited was struck off from the Register of Companies maintained by the ROC office and the company was dissolved, pursuant to application
filed by the company on March 30, 2019.
4
During the year, the subsidiary company Nagarjuna Construction Co. Ltd. & Partners L.L.C., got liquidated.
5
During the year, the subsidiary company NCC WLL got liquidated.
6
Proposed dividend from the subsidiaries is NIL.|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||Profit/
(Loss)
after
Taxation|
0.14|
(0.01)|(0.01)|
0.00|
(0.00)|
0.00|
0.00|
(0.00)|
(0.00)|0.00|0.00|(36.41)|
(6.29)|
(0.11)|2.06|0.89|
(0.05)||
||Provision
for
taxation|-|-|-|-|-|-|-|-|-|-|-|0.57|-|-|-|-|-||
||Profit/
(Loss)
before
Taxation|
0.14|
(0.01)|(0.01)|
0.00|
(0.00)|
0.00|
0.00|
(0.00)|
(0.00)|0.00|0.00|(35.84)|
(6.29)|
(0.11)|2.06|0.89|
(0.05)||
||Turnover|
-|
-|-|
-|
-|
-|
-|
-|
-|-|-|316.60|-|
-|-|-|
-||
||Investments|-|-|-|-|-|-|-|-|-|-|-|3.40|14.17|-|-|-|-||
||Total
Assets|0.00|4.66|1.40|0.00|134.40|0.00|0.00|0.01|0.01|0.00|0.00|455.18|327.65|0.01|0.00|-|3.11||
||Total
equity &
Liabilities|0.00|4.66|1.40|0.00|134.40|0.00|0.00|0.01|0.01|0.00|0.00|455.18|327.65|0.01|0.00|-|
3.11||
||Total
Liabilities|0.00|0.00|0.00|0.00|134.49|0.00|0.00|0.00|0.00|0.00|0.00|376.81|272.41|0.01|0.02|-|-||
||Other
Equity|(0.05)|4.56|1.35|(0.05)|(0.14)|(0.05)|(0.01)|(0.00)|(0.00)|(0.01)|(0.01)|(173.14)|(147.78)|(2.06)|(0.64)|-|(2.98)||
||Share
Capital|0.05|0.10|0.05|0.05|0.05|0.05|0.01|0.01|0.01|0.01|0.01|251.51|203.01|2.06|0.62|-|6.09||
||Reporting
currency|INR|INR|INR|INR|INR|INR|INR|INR|INR|INR|INR|OMR|USD|AED|AED|QAR|KWD||
||The Date
since when
subsidiary
was acquired|
7-Mar-2007|13-Feb-2006|13-Feb-2007|9-Mar-2007|9-Apr-2007|3-Apr-2007|14-Sep-2011|11-Sep-2012|11-Sep-2012|11-Sep-2012|11-Sep-2012|17-Jan-2007|27-Apr-2006|7-Jul-1997|20-Jun-2005|10-Jul-2013|10-Jan-2007||
||Name of the Subsidiary|Sri Raga Nivas Ventures
Private Limited|Sushanti Avenues Private
Limited|Vera Avenues Private
Limited|Vara Infrastructure Private
Limited|NJC Avenues Private
Limited|Siripada Homes Private
Limited|Nagarjuna Suites Private
Limited|NCC Urban Ventures
Private Limited|NCC Urban Homes Private
Limited|NCC Urban Meadows
Private Limited|NCC Urban Villas Private
Limited|Nagarjuna Construction
Company International
L.L.C.|NCC Infrastructure
Holdings Mauritius Pte
Limited|Al Mubarakia Contracting
Co. L.L.C.|Nagarjuna Contracting Co.
L.L.C.|NCC WLL|NCCA International
Kuwait General Contracts
Company L.L.C.||
||Sl.
No.|23|24|25|26|27|28|29|30|31|32|33|34|35|36|37|38|39||
NCC LIMITED
188
| Profit/Loss for the year Considered in consolidation |
Profit/Loss for the year Considered in consolidation |
(0.04) | (1.09) | - | - | (5.96) | (3.87) | 0.13 | 0.21 | Note: 1 During the year investment in Tellapur Technocity Private Limited was divested. 2 Tellapur Technocity (Mauritius) is under liquidation. |
|---|---|---|---|---|---|---|---|---|---|---|
| Net worth attributable to shareholding as per latest audited Balance Sheet |
12.45 | 0.92 | - | (7.18) | 12.91 | (12.99) | 23.26 | 74.20 | ||
| Reason for non- consolidation |
NA | NA | NA | NA | NA | NA | NA | NA | ||
| Description of significant influence |
Significant influence due to % of Share capital |
Significant influence due to % of Share capital |
Significant influence due to % of Share capital |
Significant influence due to % of Share capital |
Significant influence due to % of Share capital |
Significant influence due to % of Share capital |
Significant influence due to % of Share capital |
Significant influence due to % of Share capital |
||
| by r end |
% | 33.33% | 23.35% | 49.00% | 50.00% | 44.22% | 47.80% | 26.00% | 40.00% | |
| es of Associate pany on the yea |
Amount of Investment |
3.46 | 6.91 | 0.17 | 4.71 | 7.79 | 33.51 | 22.68 | 71.50 | |
| Shar the com |
No. | 8,643,036 | 6,549,892 | 147 | 1,000,000 | 3,778,757 | 3,388,040 | 2,268,000 | 13,344,973 | |
| Latest audited Balance Sheet Date |
31-Mar-20 | 31-Mar-20 | 31-Mar-20 | 31-Mar-20 | 31-Mar-20 | 31-Mar-20 | 31-Mar-20 | 31-Mar-20 | ||
| Name of associates | Brindavan Infrastructure Company Limited |
Paschal Form Work (India) Private Limited |
Nagarjuna Facilities Management Services L.L.C. |
Himalayan Green Energy Private Limited |
Apollonius Coal and Energy Pte. Ltd. |
Pondicherry Tindivanam Tollway Limited |
Ekana Sportz City Private Limited | Varapradha Real Estates Private Limited |
||
| S. No. |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
Annual Report 2019-20
189
REGIONAL OFFICES
1. Ahmedabad
211-212 Sarthik-II Opp. Rajpath Club Sarkhej - Gandhinagar Highway Ahmedabad - 380 054 T: +91 79 2687 1478 / 69 E: [email protected]
6. Kochi
Sherwali CC 44/1725-A Perandoor Road Opp. Masthan Tower Kaloor Cochin - 682 017 T: +91 484 2530 160
7. Kolkata
Bengaluru
2.
301 Batavia Chambers 8 Kumara Krupa Road Kumara Park East Bengaluru - 560 001 T: +91 80 2225 8991 / 3309 E: [email protected]
3. Bhubaneswar
3rd Floor 98 Keshari Complex Kharavela Nagar Bhubaneswar - 751 001 T: +91 674 239 3059 E: [email protected]
4. Chennai
5B Kences Towers No.1 Ramakrishna Street Opp. North Usman Road T Nagar Chennai - 600 017 T: +91 44 2814 3051 / 52 E: [email protected]
ECO Space Business Park Block No. 4A 5th Floor New Town Action Area II Kolkata - 700 156 T: +91 33 4029 8888 E: [email protected]
Lucknow
8.
House No. C-2-183 Ansal Golf City Shaheed Path Near S J International School Lucknow - 226 030 T : +91 88 60075625 E: [email protected]
9. Mumbai
Unit No. 914 A Wing Kanakia Wall Street Andheri Kurla Road Chakala Andheri (East) Mumbai - 400 093 T: +91 22 6298 8000 E: [email protected]
5. Delhi
PHD House, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi -110016 T: + 91 11 4032 5300 E : [email protected]
- 10 VijayawadaGuntur Sri Lakshmi Nivas,Seed Capital Access Road Project # 54-16-3/5/2, Plot No-63,CCDMC Pkg 1 Loyola Gardens, Road No -2,Amaravathi VijayLing a wada-520 008yapalem T: +91 866 2450888Tullur E : [email protected] --522 237 T: +91 9493367149
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