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
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