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NCC
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Explore NCC connections « Mar 10
Directors Report Year End : Mar '11
The Directors take pleasure in presenting the 21st Annual Report
 together with the audited statement of accounts for the year ended
 March 31, 2011.
 
 Financial results (on standalone basis)
 
                                                    (Rs. in millions)
 
                                                2010-11       2009-10
 
 Turnover                                     50,737.32     47,778.22
 
 Profit before interest and depreciation       5,022.79      5,378.23
 
 Less: Interest and financial charges          1,681.64      1,322.42
 
 Profit before depreciation                    3,341.15      4,055.81
 
 Less: Depreciation                              685.31        525.45
 
 Profit before tax                             2,655.84     *3,530.36
 
 Provision for tax                             1,021.34      1,204.21
 
 Profit after tax                              1,634.50      2,326.15
 
 Profit brought forward                        2,552.91      1,735.72
 
 Profit available for appropriation            4,187.41      4,061.87 
 
 Appropriations
 
 Proposed Dividend at Rs. 1.00 per share (50%)     256.58        333.56
 
 Dividend tax on Proposed dividend                41.63         55.40
 
 Transfer to General Reserve                     750.00      1,000.00
 
 Transfer to Debenture Redemption Reserve        400.00        100.00
 
 Transfer to Contingency Reserve                  20.00         20.00
 
 Balance carried forward                       2,719.20      2,552.91
 
 Paid up Capital                                 513.17        513.17
 
 Reserves and Surplus                         23,273.64     21,943.39
 
 (* includes an exceptional item of Rs. 495.60 Million representing gain
 arising on sale of investments held in Gautami Power Limited).
 
 Operational performance
 
 A. Standalone
 
 You will be glad to note that your Company registered a growth of 6% in
 turnover from Rs. 47,778.22 Million in 2009-10 to Rs. 50,737.32 Million in
 2010-11. Gross Profit increased from Rs. 4,882.63 Million (before gain on
 sale of investment) in 2009-10 to Rs. 5,022.79 Million in 2010-2011
 before interest and depreciation. After deducting interest of Rs.
 1,681.64 Million, providing a sum of Rs. 685.31 Million towards
 depreciation and income tax provision of Rs. 1,021.34 Million, the
 operations resulted in a net profit of Rs. 1,634.50 Million as against Rs.
 1,921.92 Million in 2009-10 (before gain on sale of investment).
 
 B. Consolidated
 
 During the year under the review your Company earned a consolidated
 turnover of Rs. 62,298.66 Million as against Rs. 58,973.11 Million in the
 previous fiscal registering a growth of 6%. Your Company has earned a
 consolidated gross profit of Rs. 7,371.71 Million before interest and
 depreciation as against Rs. 6,753.40 Million (before gain on sale of
 investment) in the previous year, after deducting interest of Rs.
 2,763.74 Million, providing for depreciation of Rs. 1,360.33 Million and
 
 provision for tax of Rs. 1,029.85 Million, the operations resulted in a
 net profit of Rs. 2,217.79 Million as against Rs. 2,440.70 Million (before
 gain on sale of investment) in the previous year.
 
 During the year the Company, on consolidated basis, bagged new orders
 valued around Rs. 68,267 Million and executed projects worth Rs. 60,168
 Million, The order book position as on March 31, 2011 stood at Rs.
 1,61,801 Million.
 
 Proposed Dividend
 
 Your Directors take pleasure in recommending equity dividend of Rs. 1/-
 per share of Rs. 2 face value (50%) on the paid-up equity share capital)
 for the approval of the members for the financial year 2010-11.
 
 The dividend, if approved, at the 21st Annual General Meeting by the
 members, will be paid to all those equity shareholders whose names
 appear in the Register of Members as on 30th July, 2011 and also to
 those, whose names, as beneficial owners, are furnished by the National
 Securities Depository Limited and the Central Depository Services
 (India) Limited.
 
 Share Capital
 
 The Paid up Capital of the Company is Rs. 513.17 Million divided into 25,
 65, 83,810 Equity Shares of Rs. 2/- each.
 
 Issue of unsecured redeemable non-convertible debentures
 
 During the year the Company raised Rs. 2000 Million through issue of
 Unsecured Redeemable Non- Convertible Debentures to ICICI Bank Limited
 in the form of Separately Transferable Redeemable Principal Parts
 (STRPPS) having the Face value of Rs. 10.00 lakh each on private
 placement basis. The Unsecured Redeemable Non-Convertible Debentures
 issued by the Company are listed on the Wholesale Debt Market Segment
 (WDM) of the National Stock Exchange of India.
 
 Change in the Name of the Company & the Logo
 
 You will be glad to note that after securing the approval of the
 members of the Company through Postal Ballot and that of the Central
 Government, the name of the Company has been changed to NCC Limited.
 
 Inspired by the idea of progress and positive impact the logo of the
 company has also undergone a change. The new logo with its rich
 colours cue corporate scale and vibrancy.
 
 Directors responsibility statement
 
 Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
 1956, your Directors confirm as under: in the preparation of the annual
 accounts for the year ended March 31, 2011, the applicable accounting
 standards have been followed along with proper explanations relating to
 material departures;
 
 we have selected such accounting policies and applied them consistently
 and made judgments and estimates that are reasonable and prudent so as
 to give a true and fair view of the state of affairs of the Company as
 at March 31, 2011 and of the profit for the year ended on that date;
 
 we have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities and the
 accounts for the year ended March 31, 2011 have been prepared on a
 going concern basis.
 
 Disclosures
 
 Deposits
 
 During the year, the Company did not accept any public deposits.
 
 Conservation of energy, technology absorption and foreign exchange
 earnings and outgo
 
 A. Conservation of energy
 
 The Companys core activity is civil construction which is not power
 intensive. The Company is making every effort to conserve the usage of
 power.
 
 B.  R&D and technology absorption:
 
 Not applicable
 
 C. Foreign exchange earnings and outgo
 
 Foreign exchange earnings - Nil
 
 Foreign exchange outgo
 
 a.  Towards travel – Rs. 5.04 million
 
 b.  Towards import of capital goods – Rs. 157.54 million
 
 c.  Towards material purchases - Rs. 6.94 million
 
 d.  Others Rs. NIL
 
 Particulars of Employees
 
 Details in respect of remuneration paid to employees as required under
 Section 217 (2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975, as amended forms part of this
 report. However, in pursuance of the provisions of Section 219(1) (b)
 (iv) of the Companies Act, 1956, this Report is being sent to all the
 members of the Company excluding the aforesaid information, The members
 interested in obtaining such details may please write to the Company
 Secretary at the registered office of the Company.
 
 Directors
 
 Sri P.Abraham, Sri R.V.Shastri and Sri A.V.N.Raju Directors, are liable
 to retire by rotation, at the ensuing Annual General Meeting and are
 eligible for being reappointed as the Directors of the Company. The
 term of office of Sri AVN Raju, Wholetime Director expired on
 29.05.2011 and subject to the approval of the shareholders, the Board
 of Directors, at its meeting held on 30th May 2011 re-appointed Sri
 A.V.N.Raju as Wholetime Director of the Company for a further period of
 5 (five) years with effect from 30.05.2011 on the remuneration
 determined and recommended by the HR & Compensation Committee of the
 Board of Directors. Brief profiles of the proposed appointees together
 with other disclosures in terms of Clause 49 of the Listing Agreement
 are part of the Annexure to the Notice of the Annual General Meeting.
 
 Sri R.N.Raju, Wholetime Director of the Company resigned from the Board
 effective 31st March, 2011 and your Board reluctantly accepted the
 resignation The Board places on record its appreciation of the valuable
 services rendered by Sri R.N.Raju during his long association with the
 Company
 
 Joint Statutory Auditors and their report
 
 The Joint Statutory Auditors of the Company viz., M/s. M Bhaskara Rao &
 Co., Chartered Accountants, and M/s. Deloitte Haskins and Sells,
 Chartered Accountants retire at the conclusion of the 21st Annual
 General Meeting and have confirmed their eligibility and willingness to
 accept the office of Joint Statutory Auditors, if reappointed. Your
 Board of Directors have recommended their reappointment, based on the
 recommendation of the Audit Committee to the shareholders for their
 approval at the forthcoming Annual General Meeting of the Company, to
 hold office from the conclusion of the 21st Annual General Meeting up
 to the conclusion of the 22nd Annual General Meeting.
 
 The Joint Statutory Auditors Report to the shareholders of the Company
 does not contain any qualification(s) or adverse observations.
 
 Awards (SAFA AWARD)
 
 You will be glad to note that, during the year under review, NCCs
 Annual Report and Accounts for the year ended 31st March, 2009 has been
 adjudged as Best Presented Accounts by the South Asian Federation of
 Accountants [SAFA] an apex body of SAARC, and has been awarded the
 Certificate of Merit The committee of SAFA evaluated and selected the
 companies for the said award on the criteria of improvement in
 transparency, accountability and governance. You are aware that
 previously our Companys Annual Report for the year 2008-09 was also
 awarded the Silver Shield by The Institute of Chartered Accountants of
 India(ICAI) for Excellence in Financial Reporting.
 
 Subsidiary companies
 
 The Company has forty two (42) subsidiaries (including step down
 subsidiaries) as on March 31, 2011.  There was no material change in
 the nature of the business of the subsidiaries. A statement containing
 brief financial details of the Companys subsidiaries for the financial
 year ended March 31, 2011 is included in the Annual Report.
 
 The brief profiles of the major subsidiaries of the Company which are
 into infrastructure development, real estate & urban infrastructure
 development, power and the international subsidiaries are detailed here
 in below.
 
 NCC Infrastructure Holdings Limited (NCC INFRA)
 
 NCC Infra is an infrastructure development company promoted by your
 Company as a wholly owned subsidiary for undertaking investments in
 infrastructure projects and also for development of Infrastructure
 Projects independently and through Government concessions, largely
 focusing on long term infrastructure projects with stable revenue
 streams. NCC Infra has made investments in the Energy and
 Transportation sectors. Currently NCC Infra has five road projects, two
 Hydro Power Projects and one Thermal Power project under its fold. Out
 of the five road projects, four projects were completed and the fifth
 project is on the verge of completion. During the year NCC Infra has
 participated in the bids for new Road Projects and Transmission Lines
 Projects under BOT /BOOT / BOOM basis.
 
 NCC Urban Infrastructure Limited (NCC URBAN)
 
 NCC Urban is a Subsidiary of your Company primarily focusing on Urban
 Infrastructure Projects such as development of Residential & Commercial
 complexes, SEZs, Integrated Townships and Complexes with advanced
 building techniques. The Company has been certified for: ISO 9001 :
 2000, ISO 14001 : 2004 & OHSAS 18001 : 1999.
 
 Among others, NCC Urban has developed the National Games Housing
 Complex Project in Ranchi, Jharkhand.  The Company has also acquired
 lands in and around Bangalore, Chennai, Goa, Gurgaon, Hyderabad,
 Kakinada, and Raipur for its Real Estate projects.
 
 NCC Power Projects Limited (NCCPPL)
 
 The 2X 660MW Thermal Power Project being developed by NCCPPL at Sompeta
 has suffered a temporary setback on account of local issues. The
 environmental clearance granted for the project was quashed and the
 Company has filed a review petition before the National Green Tribunal
 and the Company is hopeful of a favourable outcome.
 
 Keeping in view the coal linkage and other infrastructural facilities
 already available the Company has taken necessary steps for acquiring
 Nelcast Energy Corporation Ltd., (NEL) which has received majority of
 the requisite approvals for setting up 2X660MW Thermal Power Project at
 Krishnapatnam near Nellore. The Project is being jointly developed by
 NCC and Gayatri Groups. The total project cost is estimated to be Rs.
 7,047 crores and is to be funded with an equity of Rs. 1,762 crores and
 debt of Rs. 5 285 crores. NEL is in the process of being merged with
 NCCPPL.
 
 Himachal Sorang Power Limited
 
 Himachal Sorang Power Limited is a subsidiary of the Company and is
 engaged in the implementation of the 100 MW run of the River Hydro
 Electric Project by utilizing the waters of the River Sorang, a
 tributary of the river Sutlej. The project is under execution and the
 commercial operations are expected to commence by the end of March,
 2012.
 
 International Presence
 
 Your Company has created a niche in infrastructure markets of the GCC,
 within a short time, through its subsidiaries in the Sultanate of Oman
 and UAE. Creation of equipment & competent manpower resources
 proactively since inception has been well received by the Government
 departments in these countries, enabling the Subsidiaries garner major
 construction contracts in the Transportation, Water Pipelines and
 Buildings sectors aggregating over Rs. 6,000 crores within a short
 period.  The international business is carried on through two flagship
 entities viz., Nagarjuna Construction Company International LLC in Oman
 and Nagarjuna Contracting Company LLC., in Dubai.
 
 The major projects executed / being executed by the above subsidiaries
 of your Company include DEWA Water Pipeline, Dubai, Villas at Al Alin,
 Abu Dhabi, Al Batina Coastal Road, Al Amerat Quriyat Road, Wadi Adai
 Amerat Road and several villas at Quriyat City.
 
 Subsidiary Financials
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies are not
 being attached with the Balance Sheet of the Company. The Company will
 make available the Annual Accounts of the subsidiary companies and the
 related detailed information to any member of the Company who may be
 interested in obtaining the same.  The annual accounts of the
 subsidiary companies will be kept open for inspection at the Registered
 office of the Company and that of the respective subsidiary companies.
 
 Consolidated financial statements
 
 In compliance with Clause 32 of the Listing Agreement entered into with
 the Stock Exchanges by the Company and in compliance with the
 Accounting Standards AS-21 and AS-27 on consolidated financial
 statements, read with the Accounting Standard AS-23 on Accounting for
 Investments in Associates, your Directors have pleasure in attaching
 the consolidated financial statements for the financial year ended
 March 31,2011, which form a part of this Annual Report.
 
 A separate report on Management Discussion and Analysis pursuant to the
 Clause 49 of the Listing Agreement forms part of this Annual Report.
 
 Secretarial Audit Report
 
 As a measure of good corporate governance practice, the Company has
 appointed M/s. KSR & Co, Practising Company Secretaries to conduct
 Secretarial Audit of records and the documents of the Company. The
 Secretarial Audit Report for the Financial Year ended 31st March, 2011
 is provided in the Annual Report.
 
 Group
 
 The names of the promoters and the entities comprising the ‘Group are
 disclosed in the Annual Report for the purpose of the SEBI (Substantial
 Acquisition of Shares and Takeover) Regulations,1997.
 
 Corporate Governance
 
 In pursuance of Clause 49 of the Listing Agreement entered into with
 the stock exchanges, a separate section on Corporate Governance has
 been incorporated in the Annual Report for the information of the
 shareholders, A certificate from the Auditors of the Company regarding
 compliance of the conditions of Corporate Governance as stipulated
 under the said Clause 49 also forms a part of this Annual Report.
 
 Corporate Social Responsibility
 
 You will be glad to note that your Company has established a public
 charitable trust, NCC Foundation as part of its Corporate Social
 Responsibility. NCC Foundation has joined hands with the Govt. of A.P
 and has constructed 155 houses at Antervedipalem, East Godavari
 District, Andhra Pradesh for the poor and the needy under the
 ‘Indiramma Housing Scheme.
 
 Acknowledgements
 
 Your Directors wish to place on record their sincere appreciation and
 thanks for the valuable cooperation and support received from the
 employees of the Company at all levels, Companys Bankers, Financial
 Institutions, Central and State Government Authorities, J. V.
 partners, clients, consultants, suppliers, and the Members of the
 Company and look forward for the same in greater measure in the coming
 years.
 
                                 For and on behalf of the Board
 
                         P. Abraham                A. A. V. Ranga Raju
 
                         Director                    Managing Director
 
 Place: Hyderabad
 
 Date: May 30, 2011
 
Source : Dion Global Solutions Limited
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