inaugurated Phase-II of the · NBCC Engineering & Consultancy Limited A Brief Profile NBCC...

Prime Minister Narendra Modi inaugurated Phase-II of the Rashtrapati Bhawan Museum, in the presence of President Pranab MukherjeeVice President Hamid Ansari and other dignitaries.

NBCC ENGINEERING & CONSULTANCY LIMITED (A wholly owned Subsidiary of NBCC (India) Ltd.)

CIN-U74992DL2015GOI288527SHOP NO. 25, NBCC PLACE, PRAGATI VIHAR, NEW DELHI-110003

E-mail : [email protected]

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View- National Sports University Imphal (NSU)

View- National Sports University Imphal (NSU)

ONGOING PROJECT

View- National Sports University Imphal (NSU)View- National Sports University Imphal (NSU)


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NBCC Engineering & Consultancy Limited

A Brief Profile

NBCC Engineering & Consultancy Limited (NECL) is a wholly owned subsidiary

of NBCC (India) Limited and was incorporated in December 2015 with a vision

to be a nationwide preferred architectural and engineering design solution

provider. NECL is progressing significantly and continuously in providing state

of the art comprehensive services with its greatest asset of highly productive

and experienced team of Architects, Structural Engineers, Valuers, Urban

Planners, Interior Designers and MEP Professionals.

Apart from offering consultancy services to NBCC and other clients, NECL is

engaged in exploring new horizons in the fields of structural vetting, third party

inspection, quality assurance, environmental engineering works, preparation

of DPRs etc.

NECL has carved a niche for itself within the initial gestation period of three

years since its incorporation.

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OUR MISSION

To be a leading engineering consultancy Company striving for the continuous growth and offering sustainable, innovative and cost-effective design solutions in a wide category of projects and upholding our endeavour for the future environment and well-being of the society.

VISION

To be a nationwide preferred architectural and engineering design solutions provider.

OBJECTIVE

• To carry on the business as consultants and engineers for service spectrum i.e. Architectural and engineering design solutions in various fields.

• To provide Integrated design services and inter model planning in the present and future business promotion sectors like affordable housing, development of Infrastructure for the future smart cities of Governmentof India.

• To provide proof checking, review of designs and third party Inspections.


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Registered Office

Corporate Office:

Statutory Auditors

Bankers

Board of Directors

Chief Executive Officer

Chief Financial Officer

Compliance Officer

NBCC Engineering & Consultancy LimitedShop No. 25, NBCC Place, Pragati Vihar, New Delhi-110003

NBCC Engineering & Consultancy LimitedShop No. 22 Local Shopping Complex, East Kidwai Nagar, New Delhi-110023

M/s PARY & Co.

Syndicate Bank

Shri Neelesh M Shah, ChairmanShri NP Aggarwal, DirectorShri MB Singhal, Director

Shri SD Sharma

Shri Abhay Prasad

Shri Amit Kumar

REFERENCE INFORMATION

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SMVDU, Katra (Girls Hostel)

SMVDU, Katra (Girls Hostel)

COMPLETED PROJECT


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PARTICULARS

1. Notice 13

2. Director' Report & Annexure 18

- Management Discussion & Analysis Report 23

- Corporate Governance Report 26

- CEO certification 30

- MGT - 9 31

3. Comments of C&AG 38

4. Auditors' Report 42

5. Financial Statement 49

Sl. No.

CONTENTS

PAGE

08


Museum at President's Estate

Museum at President’s Estate

COMPLETED PROJECT

09

Shri Neelesh M Shah joined NBCC on 20th September, 1985 as Assistant Engineer. He holds a Bachelor's Degree in Civil Engineering (with Hons.) from Ravishankar University, Raipur (MP). His knowledge and expertise in the field is manifested by many landmark projects he has undertaken and successfully executed. He has vast & varied experience of more than 32 years holding several key positions in NBCC (India) Limited and manifested many landmark projects for NBCC (India) Limited in India and abroad.

Shri Neelesh M Shah(Director & Chairman)

Shri N P Aggarwal(Director)

A civil engineering graduate from Bangalore University, He brings to the table an

extensive experience of 30 years with NBCC (India) Ltd., holding several strategic

positions in areas such as Consultancy, Infrastructure and Business Development.

MANAGEMENT OF THE COMPANY

Shri (Chief Executive Officer)

S D Sharma

Shri (Director)

M B Singhal

Mr. M B Singhal is a chartered accountant with more than 23 years of experience to

his credit, Shri M B Singhal joined as director since the inception of NECL. He is

currently serving as General Manager (Finance) with NBCC (India) Limited.

Mr. S D Sharma is a graduate in Civil Engineering from REC, Kurukeshtra (presently

NIT), Shri Sharma was awarded Supreme Engineers Award-2012 by the Economic

Research India, and the Safety & Quality Award- 2011 for NBCC by the Institution of

Engineers (India). His work in Marmara Earthquake Emergency Reconstruction in

Turkey also won him recognition from the Turkish government.

Shri (Chief Financial Officer)

Abhay Prasad

Mr. Abhay Prasad is a Member of Institute of Chartered Accountant of India with

more than 5 years of experience to his credit, He has also worked with Madhya

Pradesh Power Generating Company before joining the Company.

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Dear Members,

Financial Highlights

Business Prospects and strength of NECL

•

•

•

rdI, on behalf of the Board of Directors' present the 3 Annual Report on the performance of NBCC Engineering & Consultancy Limited (NECL), together with the Audited Statement of Accounts, Auditors' Report and Review of the Accounts by the Comptroller and Auditor General of India for the Financial Year 2017-18.

NECL is a wholly owned subsidiary of NBCC (India) thLimited. It was incorporated on 15 December, 2015

with an objective to carry on business as Design Consultants providing comprehensive solutions with a team of multiple skills sets including Architects, Structural Engineers, Valuers, Urban Planners, Interior designers & MEP Engineers.

Being a newly incorporated Company, NECL has not made any profit during the financial year 2017-18.

Backed by a highly skilled professional team of Architects, Planners, Electrical & Environmental Engineers & Structural Engineers, NECL lays stress on excellence in design and detailing with professional integrity.

Besides, extending support to its parent company, NBCC (India) Limited, NECL is also exploring opportunities to work with other Government organizations.

NECL is making all possible efforts to simulate the growth model of the parent company NBCC (India) Limited by providing efficient services to its customers within the framework of time, cost and quality.

•

Corporate Governance

•

Opportunities

•

The Company is working towards adopting the latest cutting-edge technologies in harmony with sustainable and environmentally conscious design practices using suitable concepts, construction materials and techniques unique to the Brand NECL.

NECL Corporate Governance philosophy underlines commitment to quality of governance, transparency disclosures, and consistent stakeholders' value enhancement. NECL endeavors to transcend much beyond the regulatory framework and basic requirements of Corporate Governance focusing consistently towards building confidence of its various stakeholders including shareholders, customers, employees, suppliers and the society at large.

NECL is undertaking the work of Third Party Inspection (TPI) , preparing and vetting of Detailed project report and Proof-Checking of Structural Design to increase the revenue and profits of the Company

On behalf of the Board of Directors and Management, I would like to place on record the sincere appreciation to the dedicated work done by the employees of the Company and the support extended by NBCC (India) Limited, the Holding Company.

Sd/-

Chairman

Neelesh M Shah

FROM THE CHAIRMAN'S DESK


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Cost Effective HousingRadha Nagar

Agartala, TripuraNBCC is constructing residential

complex for Border Security Forces, in Ambassa,

Tripura. The complex will have 32 houses

which will be segregated intotype 1, 2, 3, 4 and 5.

COMPLETED PROJECT

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Academic Block RLBCA University at Datia, M.P.

Veterinary Clinical Complex (Hospital) RLBCA University at Datia, M.P.

Hostel RLBCA University at Datia, M.P.

ONGOING PROJECT


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rdNotice is hereby given that the 3 Annual General Meeting of the Company will be held on Saturday, September 1, th2018 at 2.30 PM in the NBCC Bhawan, Conference Room at 8 Floor, Lodhi Road, New Delhi -110003 to transact the

following businesses :-

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2018, together with reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Shri Nirmal Prakash Aggarwal (DIN: 07282205), who retires by rotation and being eligible, offers himself for re-appointment.

3. T

cial year 2018-19.

In this connection to pass with or without modifications the following resolution, as an Ordinary Resolution:

“RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to decide and fix the remuneration of the Statutory Auditors of the Company appointed by Comptroller and Auditor General of India for the financial year 2018-19.”

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification(s),the following resolution as an Ordinary Resolution:

Regularization of Shri Neelesh Manherlal Shah (DIN: 07444898), as the Director of the Company

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Neelesh Manherlal Shah (DIN: 07444898), who was appointed as an Additional Director on and is hereby appointed as a Director of the Company and whose office shall be liable to retire by rotation.”

“RESOLVED FURTHER THAT Directors of the Company be and are hereby authorized to do all such acts, deeds, things that are necessary to give effect to the above said resolution.”

o authorise Board of Directors of the company to fix the remuneration of the Statutory Auditors of the Company to be appointed by the Comptroller & Auditor General of India for auditing the accounts of the Company for the finan

February 13, 2018 be

severally

Place: New DelhiDate: August 6, 2018

Sd/-Neelesh Manherlal Shah

ChairmanDIN: 07444898

By order of the BoardFor NBCC Engineering & Consultancy Limited

N O T I C E

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NOTE:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE

A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHOULD, HOWEVER, BE

DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT (48) HOURS

BEFORE THE COMMENCEMENT OF THE MEETING [FORM OF PROXY IS ANNEXED]. A PERSON CAN ACT AS

A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT

MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A

MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY

CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT

ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

2. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the

Company on all working days, except Saturdays and Sundays, between 1400 hrs to 1600 hrs. upto the date of

AGM.


Sd/- Neelesh Manherlal Shah




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Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 4

Shri Neelesh Manherlal Shah (DIN 07444898), was appointed as Additional Director on February 13, 2018

pursuant to Section 161 of the Companies Act, 2013 and holds office up to the date of the forthcoming

Annual General Meeting of the Company and is eligible for re-appointment.

None of the Directors or Key Managerial Personnel (KMP) or their relative is interested or concerned in the

resolutions except the Director being re-appointed. The Board recommends the Ordinary Resolution set out

at item no. 4 for approval of members. Details of Shri Neelesh Manherlal Shah are provided in annexure to

the notice.

Place: New DelhiDate August 6, 2018




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BRIEF RESUME OF THE DIRECTORS PURSUANT TO SECRETARIAL STANDARD ON GENERAL MEETING

Name Shri Neelesh Manherlal Shah

(DIN: 07444898 )

Date of Birth May 30, 1961

Qualifications B.E.

Date of Appointment 13.02.2018

Experience Joined NBCC on 20th September, 1985

Terms and Conditions of Appointment As per Central Government Guidelines

Remuneration sought to be paid and the remuneration last drawn Nil

Date of first appointment at the board 13.02.2018

No. of shares held in NECL 100 Equity Shares

Relationship with Other Directors and KMP NA

Number of meetings of the board attended during the FY2017-18 Nil

Expertise in Specific functional area He holds a Bachelors Degree in Civil Engineering

(with Hons.) from Ravishankar University, Raipur

(MP), now a Deemed University. His knowledge

and expertise in the field is manifested by many

landmark projects he has undertaken and

successfully executed. He has vast & varied

experience of more than 32 years holding

several key positions in NBCC (India) Limited and

manifested many landmark projects for NBCC

(India) Limited in India and abroad.

Directorship held in other companies NBCC (India) Limited

NBCC Services Limited

Hindustan Steelworks Construction Ltd

Memberships/Chairmanship of Committees NBCC India Limited

of other Companies - Stakeholders Relationship Committee

- Risk Management Committee

- Functional Management Committee

- NBCC-Real Estate Policy Review committee


Annexure-A

17

Date: September 01, 2018

Time: 2.30 PM

Venue: NBCC Bhawan, Lodhi Road, New Delhi - 110003

Route - Map

ANNUAL GENERAL MEETINGrd NECL’s 3

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Dear Members,

Your Directors’ are pleased to present the 3rd Annual Report and the Audited Financial Statements of ‘NBCC

Engineering & Consultancy Limited (“NECL”) for the Financial Year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

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

OPERATIONS AND BUSINESS PERFORMANCE

NECL has not made any profit during the financial year 2017-18.

SHARE CAPITAL

The paid-up share capital of NECL is Rs 1 crore divided into 10,00,000 equity shares of Rs 10/- each. NECL being the

wholly owned subsidiary of NBCC (India) Limited (NBCC) its all shares are held by NBCC.

RESERVES

NECL has not made any profit during the financial year 2017-18 and no amount is proposed to be carried to or

transferred to any reserves.

DIVIDEND

No amount is recommended as Dividend for the financial year 2017-18.

BUSINESS REVIEW

The Company has been incorporated as wholly owned subsidiary of NBCC with an objective as follows:-

i. To carry on the business as consultants, engineers and project managers for service spectrum i/e architectural

and engineering design solutions in various fields and to act as a potential consultant for providing the

following services:

a) Site selection and topographical surveys,

b) Project feasibility study,

c) Environment impact assessment studies,

d) Master planning,

Total Income 233.89 496.11

Total Expenses 497.63 521.11

Profit before Exceptional and Extraordinary items and Tax (263.74) (25.00)

Net Profit/(Loss) After Tax (208.51) (17.23)

(Amount in Lakhs)

ParticularsFinancial Year

2017-18 2016-17

DIRECTORS' REPORT


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e) Design and construction management,

f) Up gradation of infrastructure,

g) Quantity surveying and cost analysis/ management,

h) Architecture – space planning,

i) Structure, Electrical and Public Health design,

j) Interior design,

k) HVAC, Fire fighting and Alarm services,

l) Landscaping,

m) Preparation of specifications, detailed quantity surveying and tender documents,

n) Works execution management,

o) Preparation of “As built drawings”,

p) Proof checking and review of Detailed Project Reports of the Govt. of India under financial terms plan.

ii. To provide integrated design services and inter model planning in the present and future business promotion sectors like affordable housing, development of infrastructure for the future smart cites of Govt. of India.

iii. To provide proof checking, review of designs, third party inspections and technical auditing.

iv. During the period under review, there is no change in the nature and business activities of the company.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposit and no principal or interest was outstanding as on March 31, 2018.

LOAN , GUARANTEES AND INVESTMENTS

The Company has not provided for any Loan, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associates or joint venture Companies as per the Companies Act, 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Related Party Transaction for the period under review are given in the Balance Sheet of the Company.

PARTICULARS OF EMPLOYEES

During the year under report, none of the employees was in receipt of remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

INDUSTRIAL RELATIONS

Harmonious industrial relations were maintained during the year resulting in no loss of man days on account of strike or labour unrest.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

No such complaints have been received from any employee during the year under report.

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OFFICIAL LANGUAGE

The Company has been implementing the provisions of Government's Official Language Policy. Employees are

encouraged to use Hindi in their daily working.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as per DPE guidelines, forms part of this Annual Report and given at

Annexure-I.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

- in the preparation of annual accounts for the financial year ended March 31, 2018, the applicable Accounting

Standards read with requirements set out under Schedule III to the Act, have been followed and there are no

material departure from the same;

- the Directors have selected such accounting policies and applied them consistently and made judgements.

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as at March 31,2018 and of the profit of the Company for the period ended on that date ;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and

detecting fraud and other irregularities;

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

- the Director has laid down internal financial controls to be followed by the Company and such internal controls

are adequate and are operating effectively and

- the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and

that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

The Board firmly believes that good Corporate Governance is fundamental in ensuing that the Company is well

managed in the interests of all of its stakeholders. Therefore, the Board will continue to seek to identify and

formalise best practice for adoption by the Company. The detailed Corporate Governance Report is given at

Annexure-II for the year ended March 31, 2018.

Though NECL is not a listed company, but keeping the underlying principles of Corporate Governance i.e. value,

ethics, and commitment follows best corporate and ensures transparency.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR) & SUSTAINABILITY DEVELOPMENT

Since the Company does not fall within the ambit of the provisions of Section 135 of the Companies Act, 2013, the

provisions relating to CSR do not apply to the Company.

RISK MANAGEMENT

The Company is in process to formulate its own Risk Management Policy to manage and monitor the principal risks

and uncertainties that may affect the functioning of the Company.

INTERNAL FINANCIAL CONTROL

The Company’s Internal Financial Control Systems are commensurate with the nature of its business and the size and

it practices


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complexity of operations. The Company has in place adequate internal financial controls with reference to financial

statements.

VIGILANCE ACTIVITIES

Till the Company formulates its own vigil mechanism the procedure for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation to the Companies Code of conduct established by the NBCC (holding Company) which includes the duly adopted Whistle Blower Policy will be applicable to the NECL.

VIGIL MECHANISM

Subjects to the provisions of Section 177(9) read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company has followed the Vigil Mechanism Policy as framed by its holdings company viz. NBCC (India) Limited under which protected disclosures can be made by a whistle blower.

AUDITORS AND AUDITOR’S REPORT

Statutory Auditors

M/s P A R Y & Co, Chartered Accountants, was appointed as Statutory Auditors for the financial year 2017-18 by the

Comptroller & Auditor General of India (C&AG). The notes on financial statement referred in the Auditor’s Report are

self explanatory and do not call for any further comments. The Auditors ’Report is attached and forms part of this

Annual Report.

COMMENTS OF C&AG

The comments of Comptroller & Auditor General of India (C&AG) on the financial statements of the Company for the year 2017-18 are attached and forms part of this report.

NUMBER OF MEETING OF BOARD OF DIRECTORS

The Board met Five (5) times during the financial year 2017-18 and the Company has complied the conducting Board

meeting within the prescribed time limit of the Companies Act, 2013.

BOARD OF DIRECTORS

Policy on Directors appointment etc.: NECL being a Government Company, the provisions of section 134(3)(e) of the

Companies Act, 2013 shall not apply in view of the Gazette notification dated 05.06.2015 issued by Government of

India, Ministry of Corporate Affairs.

Performance Evaluation: NECL being a Government Company, the provisions of section 134(3)(p) of the Companies Act, 2013 shall not apply in view of the Gazette notification dated 05.06.2015 issued by Government of India, Ministry of Corporate Affairs.

Appointment/ Cessation etc.

Shri Swapan Kumar Pal was ceased as Director of the Company on 30.01.2018, and Shri Neelesh M Shah was appointed as Additional Director w.e.f. 13.02.2018.

TRAINING OF DIRECTORS

The policy on training of Directors adopted in NBCC (Holding company) is applicable to NECL till it adopts its own

policy on training of Directors.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT 9 as provided under section 92 of the Companies Act, 2013 is forming part

of the Annual Return and given at Annexure-III.

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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO-

HIGHLIGHT

The Company is conscious about the need for conservation of energy and this aspect is taken care of in consultation

with its clients by advocating the maximum use of natural light, solar light and LED installations. The Company has

not imported any technology and there was no foreign exchange earnings or outgo during the financial year under

review.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the regulator or court or tribunal impacting the going concern

status and operations of the company.

GENERAL

Directors hereby state that no disclosure or reporting is required in respect of the following items as there were no

transactions on these items during the year under review:

1. None of the Director is receiving any remuneration, commission or sitting fee from the company.

2. No material change and commitment affected the financial position of the company occurred after the end of

the financial year to which this financial statement relate and upto the date of this report.

3. During the year under consideration no employee was in receipt of remuneration in excess of limits prescribed

under the revised provisions of section 197(12) of the Companies Act, 2013 read with Rule5(2) & 5(3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation for the assistance and co-operation received from the

Holding Company i.e. NBCC, government Authorities, government Agencies and employees of the Company. The

Directors also wish to place on record their appreciation of the whole hearted and continued support extended by

the members which has been a source of inspiration and strength to the Board.






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NBCC Engineering & Consultancy Limited (NECL) is a wholly owned subsidiary of NBCC (India) Limited with a vision to

be a nationwide preferred architectural and engineering design solution provider. NECL is well-equipped with all the

latest software like STAAD Pro V8i, STAAD Pro Advance Foundation and Revit to conduct its activities seamlessly.

Backed by a highly skilled professional team of Architects, Planners, Electrical & Environmental Engineers &

Structural Engineers, NECL lays stress on excellence in design and detailing with professional integrity.

INDUSTRY STRUCTURE & DEVELOPMENT

NECL has been set up to provide architectural and engineering design solutions to various industries and act as a

potential consultant for providing the following services:

Architecture

• Master Planning

• Space Planning

• Preliminary Concept Drawings

• Tender/ Submission Drawings

• Working Drawings

• Preparation of Specifications

• Preparation of tender Documents with Analysis of rates

• Interior design

• Landscape design

• Overall design coordination & management (With Different Sections & Clients)

STRUCTURE

• All Structural Design Drawing of Ongoing Works

• Vetting/ Proof-Checking of Structural Design

• Retrofitting / Re-Strengthening Work of Existing Building

• Pre-Fab / Pre-Engg. Works for Steel Structure

Public Health Engineering

• Water Supply Networking

Annexure-I

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

24

• Drainage & Sewerage Networking

• Water Treatment System

• Sewer Treatment System

• Solid Waste Management Planning

• Fire fighting System

• Rainwater Harvesting System

• Cost analysis & tender preparation

• Environmental Impact assessment

Electrical

• Electrical scheme Network

• Internal & External Provisions

• Sub-Station with DG Backup

• HVAC System

• Fire Alarm System

• Lifts. Accelerators, Etc. (Vertical & Horizontal Movement)

• Automation System

• Solar Power Scheme System

• Cost analysis & tender preparation

Estimation & Billing

• Bill of Quantity

• Analysis of Rates

• Clients Billing & Realization

• Agreement, MOU, Tendering, Etc.

OUTLOOK

As per the organizational structures in position, NECL is pursuing for in-house projects to the maximum extent

possible with NBCC (India) Limited.

NECL is also exploring opportunities to work with other Government organizations. Besides, it is also focussing on

skills upgradation of its existing workforce to provide them exposure to new software/technologies and equip them

to respond to the ever-evolving needs of the market.

FINANCIAL PERFORMANCE

Being a newly incorporated Company, NECL has not earned any profit during the FY 2017-18.

STRENGTHS:

a) A dedicated team of Architects, Structure Engineers, PHE Engineers & Electrical Engineers working together

under one setup.


25

b) Experienced human resources with exposure to wide variety of projects in the construction and

infrastructure industry.

c) NECL proposes to adapt new technologies, which will ensure faster and quality construction.

d) NECL also proposes to impart training to staff in different leading institutions like IITs, NITs, SPA etc., to equip

them with skills and expertise, and thus, help the Company to gain a competitive edge in the market.

WEAKNESS

Less scope for outside projects outside NBCC, as NECL is a new organization. It has low credentials for Public Tenders.

OPPORTUNITIES

NECL can enter into following new areas of operations for increasing the revenue/ turnover:-

a. Third Party Inspection (TPI)

b. Vetting of Detailed Project Report

c. Proof Checking Of Structural Design

THREATS, RISKS & CONCERNS

a. Less work since NECL is just two year old.

b. Increasing competition from private consultants.

c. Competitive business environment pushing margins to a lower side.

HUMAN RESOURCES

NECL adopts H R Policies of its holding company NBCC (India) Limited till its own policies are framed and adopted.

CAUTIONARY STATEMENT

All the statement and claims in the report regarding the projection, estimates, expectation may be forward looking

based on the belief of the management. However, results may vary due to various factors, like the change in the

general economic and business conditions, inflation, change in government policy and regulations and other

statutes and incidental factor. The Company, therefore, cannot be held responsible in any way for such statement

and it undertakes no obligation to publically update to these to reflect subsequent events and consequences.

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THE COMPANY’S GOVERNANCE PHILOSOPHY

The Board and Management of “NBCC Engineering & Consultancy Limited” (NECL), believe that operating to the

highest level of transparency and integrity in everything we do is integral to the culture of our Company. The

Company has a visionary culture of ensuring that all our activities are for the mutual benefit of the Company and all

our stakeholders, our customers, our regulators, our employees, and the communities in India of which we are an

integral part and are privileged to serve. The Board and management of Company are committed to the highest

standards of accountability, transparency, social responsiveness, operational efficiency and good ethics.

BOARD OF DIRECTORS

Size of the Board

NECL, being the wholly owned subsidiary of NBCC (India) Limited is a Government Company within the meaning of

Section 2(45) of the Companies Act, 2013. The Board of NECL consists of three (3) Directors.

Composition of the Board

The Board comprises of Shri Neelesh M Shah, Shri N P Aggarwal and Shri M B Singhal as Directors of the Company.

Shri SD Sharma is the Chief Executive Officer and Shri Abhay Prasad is the Chief Financial Officer of the Company.

The Company is managed by its Board of Directors, which formulates strategies, policies and reviews its

performance periodically. The Board of Directors oversees how the management serves and protects the long-term

interest of the stakeholders.

None of the Directors on the Board is a member of more than 10 committees and Chairman of more than 5

Committees across all the Companies in which he is Director (as specified in DPE Guidelines). The necessary

disclosures regarding other directorships and committees positions have been given by the Directors.

NUMBER OF BOARD MEETINGS

The Board met on May 18, 2017, August 09, 2017, October 31, 2017, January 30, 2018 and February 13, 2018 during

the financial year 2017-18.

Annexure-II

Name of Director

Shri S. K. Pal 4 3 Yes - -(Upto January 30, 2018

Shri Neelesh Shah 0 0 N 1(W.e.f. February 13, 2018

Shri N. P. Aggarwal 5 4 Yes - -

Shri M. B. Singhal 5 5 Yes 1 -

3

Board Meetings held during his duration (No)

Board Meetings

attended (No)

Attendance at the

last AGM

No. of other Directorships

Memberships/Chairmanships of

other Committees*

CORPORATE GOVERNANCE REPORT


27

* Only membership in Audit Committee and Stakeholders’ Relationship Committee of other Listed Public Companies

are taken into account.

BOARD MEETINGS AND ATTENDANCE

Board Meetings are generally scheduled well in advance and the Notice, detailed Board agenda, management

reports and other explanatory Board notes are circulated to the Directors in time. The members of the Board have

complete access to all information of the Company. The CEO is a special invitee to all Board meetings and other

senior management personnel are also invited to the Board meetings on need basis to provide additional inputs on

the items being discussed by the Board.

CERTIFICATE ON CORPORATE GOVERNANCE

The Certificate on Corporate Governance as given by M/s PARY & Co., Chartered Accountants is attached as

Annexure-A.

AUDIT COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE

Provisions of Companies Act, 2013 with respect to Audit Committee and Nomination & Remuneration Committee

are not applicable on the Company. However, according to DPE Guidelines issued by the Ministry of Heavy Industries

and Public Enterprises, the Company is required to constitute the said Committees. The formation of the

committees will be done in due course.

CODE OF CONDUCT

The Board of Directors of NBCC, the holding Company, has laid down Code of Business Conduct and Ethics for Board

Members and Senior Management. The Senior Management of NECL is on secondment basis from the holding

company, i.e., NBCC (India) Limited. Hence, Code of Conduct applicable to NBCC is being followed.

GENERAL BODY MEETING

The Third Annual General Meeting (AGM) of the Company will be held on September 1, 2018 (Saturday) at 2.30 PM

at the 8th Floor, Conference room, NBCC Bhawan, Lodhi Road, New Delhi-110003.

MEANS OF COMMUNICATION

The Company communicates with its shareholders through its Annual Report, General Meeting, Information and

latest updates and announcements made by the Company can be accessed at the Company’s website:

www.nbccindia.com

FINANCIAL YEAR

The financial year of the Company commenced from April 01, 2017 and ended on March 31, 2018.

LISTING ON STOCK EXCHANGE

The shares of the Company are not listed on any Stock Exchange.

28

Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity

No GDRs/ADRs/Warrants or any Convertible instruments have been issued by the Company.

Address for correspondence:


Shop No. 22, Local Shopping Complex,

East Kidwai Nagar, New Delhi-110023

Disclosures

• NECL does not have any Subsidiary Company.

• The Chairman of the Company is its non-Executive Director.

• NECL comprises the employees of NBCC who have been deputed on secondment basis by NBCC.

• Training policy for Directors, as applicable to NBCC, is being followed by NECL.

• Being a wholly owned subsidiary of NBCC, the Policies, Guidelines, etc., of NBCC are applicable to NECL till

their own policies are formulated and adopted.

• There is no non-compliance by the Company and no penalties, strictures imposed on the Company by any

statutory authority, on any matter related to any guidelines issued by Government during the period under

review.

• NECL adopts the whistle blower policy of NBCC.

Name of Shareholder 31.03.2018

NBCC (India) Ltd. 9,99,400

Shri Nirmal Prakash Aggarwal 100*

Shri Mukat Bihari Singhal 100*

Smt. Baldev Kaur Sokhey 100*

Shri Neelesh Manherlal Shah 100*

Shri Hem Raj 100*

Shri Parvindar Kumar Chamanlal Seth 100*

CHIEF EXECUTIVE OFFICER DECLARATION

I, S D Sharma, CEO of NBCC Engineering & Consultancy Limited, do hereby declare that all the Board members

and senior management personnel have affirmed compliance with the code of conduct of the Company for the

financial year ended 31st March, 2018.

Sd/-

S. D. Sharma


Place: New Delhi

Date: August 6, 2018

Shareholding Pattern


29

To,

The Members,


New Delhi

We have examined the compliances of conditions of Corporate Governance by NBCC Engineering & Consultancy

Limited (“the Company”) for the financial year ended 31st March, 2018 as stipulated at clause no. 8.2.1 of guidelines

issued by Department of Public Enterprises (DPE) and Ministry of Heavy Industries and Public Enterprises,

Government of India.

This compliance of the conditions of Corporate Governance is the responsibility of the management. Our

examination has been limited to review of the procedure and implementation thereof, adopted by the Company, for

ensuring the compliance with the conditions of corporate governance. It’s neither an audit nor an expression of

opinion of the financial statement 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 is in process to comply with conditions of Corporate Governance as stipulated in DPE guidelines on

Corporate Governance for CPSE, However, We report that:

i. The Company is yet to constitute an Audit Committee and Remuneration Committee of the Board as required in

DPE guidelines;

ii. The Company is yet to appoint Independent Directors on the Board as required in DPE Guidelines; and

iii. Being a wholly owned subsidiary of NBCC (India) Limited, the policies, guidelines, etc of NBCC are being followed

by the Company till its own policies are formulated and adopted.

For P A R Y & CO.

Chartered Accountants

Firm Registration No. [007288C]

Annexure-A

CA Yogesh Malik

Partner

Membership No. [074635]Place: New Delhi

Date: 10.05.2018

MANAGEMENT RESPONSE TO AUDITOR'S OBSERVATIONS

Sl. No. Auditor’s Observations Management Response

1. The Company is yet to constitute an Audit Committee and Remuneration noted

Committee of the board as required in the DPE guidelines.

2. The Company is yet to appoint Independent Directors on the Board as noted

required in the DPE Guidelines.

3. Being a wholly owned subsidiary of NBCC Ltd., the policies, guidelines,

etc., of NBCC are being followed by NECL till its own policies are noted

formulated and adopted.

REPORT ON CORPORATE GOVERNANCE

30

ToBoard of DirectorsNBCC Engineering & Consultancy Limited

We, S. D. Sharma, Chief Executive Officer and Abhay Prasad, Chief Financial Officer of the Company, do hereby certify that:

a. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2018 on that date and that to the best of our knowledge and belief:

i. the said statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. the said 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.

b. To the best of our knowledge and belief, no transactions entered into by the Company during the year, are fraudulent, illegal or violative of the Company’s code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. I have not come across any reportable deficiencies in the design or operation of such internal controls.

d. We have indicated to the auditors

i. That there are no significant changes in internal control over financial reporting during the year 2017-18.

ii. That there are no significant changes in accounting policies during the year 2017-18.

iii. That there are no instances of significant fraud of which we have become aware.


Sd/-S D Sharma


Sd/-Abhay Prasad

Chief Financial Officer

CEO/CFO CERTIFICATION


31

I. REGISTRATION & OTHER DETAILS:

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

1 CIN U74992DL2015GOI288527

2 Registration Date 15-Dec-2015

3 Name of the Company "NBCC Engineering & Consultancy Limited"

4 Category/Sub-category of the Company Company Limited by SharesGovernment Company

5 Address of the Registered office & contact details "Shop No. 25, NBCC Place, Pragati Vihar, Bhisham Pitahmah Marg, New Delhi -110003"E-mail: [email protected], Contact: 011-24367314

6 Whether listed company No

7 Name, Address & contact details of the N.A.Registrar & Transfer Agent, if any.

Name and Description of main products / services

1 Architectural and Engineering Consultancy 7110 100%

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sl. No. NIC Code of the Product/service

% to total turnover of the company

Name and address of the Company

1 NBCC (India) Limited L74899DL1960GOI003335 Holding 100 2(46)

Sl. No. CIN/GLN % of sharesheld

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Holding/Subsidiary/Associate

ApplicableSection

Annexure-III

32

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

Category of Shareholders

% Change during

the year

No. of Shares held at the beginning of the year [As on 1-April-2017]

No. of Shares held at the end of the year

[As on 31-March-2018]

Demat Physical Total % of Total Shares


A. Promoters

(1) Indian

a) Individual/ HUF 600 600 0.06% 600 600 0.06% 0.00%

b) Central Govt - 0.00% - 0.00% 0.00%

c) State Govt(s) - 0.00% - 0.00% 0.00%

d) Bodies Corp. 999,400 999,400 99.94% 999,400 999,400 99.94% 0.00%

e) Banks / FI - 0.00% - 0.00% 0.00%

f) Any other - 0.00% - 0.00% 0.00%

Sub Total (A) (1) - 1,000,000 1,000,000 100.00% - 1,000,000 1,000,000 100.00% 0.00%

(2) Foreign

a) NRI Individuals - 0.00% - 0.00% 0.00%

b) Other Individuals - 0.00% - 0.00% 0.00%

c) Bodies Corp. - 0.00% - - 0.00% 0.00%

d) Any other - 0.00% - 0.00% 0.00%

Sub Total (A) (2) - - - 0.00% - - - 0.00% 0.00%

TOTAL (A) - 1,000,000 1,000,000 100.00% - 1,000,000 1,000,000 100.00% 0.00%

B. Public Shareholding

1. Institutions

a) Mutual Funds - 0.00% - 0.00% 0.00%

b) Banks / FI - 0.00% - 0.00% 0.00%

c) Central Govt - 0.00% - 0.00% 0.00%

d) State Govt(s) - 0.00% - 0.00% 0.00%

e) Venture Capital Funds - 0.00% - 0.00% 0.00%

f) Insurance Companies - 0.00% - 0.00% 0.00%

g) FIIs - - 0.00% - - 0.00% 0.00%

h) Foreign Venture Capital Funds - - 0.00% - - 0.00% 0.00%

i) Others (specify) - 0.00% - 0.00% 0.00%

Sub-total (B)(1):- - - 0.00% - - - 0.00% 0.00%

2. Non-Institutions

a) Bodies Corp.

i) Indian - 0.00% - 0.00% 0.00%

ii) Overseas - 0.00% - 0.00% 0.00%


33

Category of Shareholders

% Change during

the year

No. of Shares held at the beginning of the year [As on 1-April-2017]

No. of Shares held at the end of the year

[As on 31-March-2018]



b) Individuals

i) Individual shareholders holding nominal share - 0.00% - 0.00% 0.00%capital upto Rs. 1 lakh

ii) Individual shareholders holding nominal share capital in excess of Rs1 lakh - 0.00% - 0.00% 0.00%

c) Others (specify)

Non Resident Indians - 0.00% - 0.00% 0.00%

Overseas Corporate Bodies - - - 0.00% - - 0.00% 0.00%

Foreign Nationals - 0.00% - 0.00% 0.00%

Clearing Members - 0.00% - 0.00% 0.00%

Trusts - 0.00% - 0.00% 0.00%

Foreign Bodies-D R - 0.00% - 0.00% 0.00%

Sub-total (B)(2):- - - - 0.00% - - - 0.00% 0.00%

Total Public (B) - - - 0.00% - - - 0.00% 0.00%

C. Shares held by Custodian for GDRs & ADRs - - - 0.00% - - - 0.00% 0.00%

Grand Total (A+B+C) - 1,000,000 1,000,000 100.00% - 1,000,000 1,000,000 100.00% 0.00%

34

SN Cumulative Shareholdingduring the year

Date Shareholding at the beginning of the year

Particulars Reason

At the beginning of the year 01/4/2017 1,000,000 100.00% 1,000,000 100.00%

Changes during the year 0.00% 0.00%

0.00% 0.00%

0.00% 0.00%

At the end of the year 31/3/2018 1,000,000 100.00% 1,000,000 100.00%

No. of shares

% of totalshares

No. of shares

% of totalshares

SN Cumulative Shareholdingduring the year

Date Shareholding at the beginning of the year

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

For each of the Top 10 shareholders

Reason

At the beginning of the year 1/4/2017 - 0.00% - 0.00%

Changes during the year - 0.00% - 0.00%

At the end of the year 31/3/2018 - 0.00% - 0.00%

No. of shares

% of totalshares

No. of shares

% of totalshares


(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SN % change in shareholding

during the year

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of

Sha-res

1 NBCC (India) Limited 999,400 99.94% 0.00% 999,400 99.94% 0.00% 0.00%

2 Shri N.P. Aggarwal 100 0.01% 0.00% 100 0.01% 0.00% 0.00%

(for and on behalf of NBCC)

3 Shri M.B. Singhal 100 0.01% 0.00% 100 0.01% 0.00% 0.00%


4 Smt. B.K. Sokhey 100 0.01% 0.00% 100 0.01% 0.00% 0.00%


5 Shri Neelesh Shah 100 0.01% 0.00% 100 0.01% 0.00% 0.00%


6 Shri Hem Raj 100 0.01% 0.00% 100 0.01% 0.00% 0.00%


7 Shri P.K. Seth 100 0.01% 0.00% 100 0.01% 0.00% 0.00%


10,00,000 100.00% 0.00% 10,00,000 100.00% 0.00% 0.00%

(ii) Shareholding of Promoter

Shareholder’s Name

% 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

35

(v) Shareholding of Directors and Key Managerial Personnel:

1 NEELESH M SHAH

At the beginning of the year 1/4/2017 100 0.01% 100 0.01%


At the end of the year 31/3/2018 100 0.01% 100 0.01%

2 MUKAT B SINGHAL




3 NP AGGARWAL




SN Date Shareholding at the beginning of the year

Shareholding of each Directors and each Key Managerial Personnel

Reason

No. of shares

% of totalshares

Cumulative Shareholdingduring the year

No. of shares

% of totalshares

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment.

Indebtedness at the beginning of the financial year

i) Principal Amount - -

ii) Interest due but not paid -

iii) Interest accrued but not due -

Total (i+ii+iii) - - - -

Change in Indebtedness during the financial year

* Addition - -

* Reduction -

Net Change - - - -

Indebtedness at the end of the financial year

i) Principal Amount - -

ii) Interest due but not paid -

iii) Interest accrued but not due -

Total (i+ii+iii) - - - -

Secured Loans excluding deposits

Unsecured Loans

Particulars Total Indebtedness

Deposits

(Amt. Rs./Lacs)

36

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Name

Designation

1 Gross salary

(a) Salary as per provisions contained in section 17(1) - of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -

(c) Profits in lieu of salary under section 17(3) - Income- tax Act, 1961

2 Stock Option -

3 Sweat Equity -

4 Commission -

- as % of profit -

- others, specify -

5 Others, please specify -

Total (A) - -

Ceiling as per the Act - - -

Name of MD/WTD/ManagerS.N. Total Amount

(Amt. Rs./Lacs)

Particulars of Remuneration

B. Remuneration to other Directors

1 Independent Directors

Fee for attending board committee meetings - Commission -

Other, Specify -

Total (1) - - -

2 Other Non-Executive Directors -

Fee for attending board committee meetings - Commission -

Others, please specify -

Total (2) - - - -

Total (B)=(1+2) - - - -

Total Managerial Remuneration -

Overall Ceiling as per the Act

Name of DirectorsS.N. Total Amount

(Amt. Rs./Lacs)



37

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Name SD Sharma Abhay Prasad

Designation CEO CFO

1 Gross salary 5,617,679.42 1,356,629.44 6,974,308.86

The Remuneration of Key Managerial Personnals included in various schedules to Statement ofProfit & Loss

2 Stock Option -

3 Sweat Equity -

4 Commission

- as % of profit -

- others, specify -

5 Others, please specify

Total 5,617,679.42 1,356,629.44 6,974,308.86

Name of Key Managerial PersonnelS.N. Total Amount

(Amt. Rs./Lacs)


VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Details of Penalty/Punishment/ Compounding fees imposed

Type Appeal made,if any

(give Details)

(Amt. Rs./Lacs)

Section of the

Companies Act

Brief Description Authority [RD/ NCLT COURT]

For NBCC Engineering & Consultancy Limited


Chairman DIN: 07444898

Date: August 06, 2018Place: New Delhi

A. COMPANY

Penalty NA NA NA NA

Punishment

Compounding

B. DIRECTORS

Penalty NA NA NA NA

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty NA NA NA NA

Punishment

Compounding

38

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6) (b) OF THE COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF NBCC ENGINEERING & CONSULTANCY LIMITED FOR THE YEAR ENDED 31 MARCH 2018

The preparation of financial statements of NBCC ENGINEERING & CONSULTANCY LIMITED for the year ended 31

March 2018 in accordance with the financial reporting framework prescribed under the Companies Act, 2013 (Act) is

the responsibility of the management of the company. The statutory auditor appointed by the Comptroller and

Auditor General of India under section 139(5) of the Act is responsible for expressing opinion on the financial

statements under section 143 of the Act based on independent audit in accordance with standards on auditing

prescribed under section 143(10) of the Act. This is stated to have been done by them vide their Audit Report dated

10 May 2018.

I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit under

section 143(6) (a) of the Act of the financial statements of NBCC ENGINEERING & CONSULTANCY LIMITED for the

year ended 31 March 2018. This supplementary audit has been carried out independently without access to the

working papers of the statutory auditor and is limited primarily to inquiries of the statutory auditor and company

personnel and a selective examination of some of the accounting records. On the basis of my audit nothing

significant has come to my knowledge which would give rise to any comment upon or supplement to statutory

auditors' report.

Place: New Delhi

Dated: 27.07.2018

For and on behalf of the

Comptroller and Auditor General of India

Sd/-

(Prachi Pandey)

Principal Director of Commercial Audit

& Ex-officio Member Audit Board-I,

New Delhi.

C&AG COMMENTS


39

SUSTAINABILITY WORKSHOP

40

NBCC Engineering & Consultancy Ltd. (NECL), A

Wholly Owned Subsidiary of NBCC (India) Ltd., A

Navratna CPSE and School of Planning &

Architecture, New Delhi (SPA) signed an MoU on

July 12, 2017, Shri S. D. Sharma, CEO, NECL and

Prof. Chetan Vaidya, Director, SPA signed the

MoU in gracious presence of Dr. Anoop Kumar

Mittal, CMD, NBCC, S/Shri S.K. Pal, Chairman,

NECL , Ra jendra Choudhar i , D i rector

(Commercial) NBCC and others.

SIGNING OF MOU BETWEEN NECL AND SPA


FINANCIAL STATEMENT

42

TO

THE MEMBERS OF

NBCC ENGINEERING & CONSULTANCY LIMITED

Report on the Standalone Indian Accounting Standards (‘IndAS’) Financial Statements

We have audited the accompanying standalone Ind AS financial statements of NBCC ENGINEERING & CONSULTANCY LIMITED (‘the Company’), which comprise the Balance Sheet as at 31 March 2018, the statement of Profit and Loss (including other comprehensive income), the statement of cash flows and the statement of changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as “standalone Ind AS financial statements”.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“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 the equity of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder.

We conducted our audit of the standalone Ind AS Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the Auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a

INDEPENDENT AUDITOR’S REPORT


43

true and fair view in financial position of the Company as at 31 March 2018 and its financial performance including other comprehensive income, its cash flows and the changes in Equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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 enclose the “Annexure A”, a statement on the

matters specified in the paragraph 3 and 4 of the said Order.

2. 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;

(c) the Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of

Changes in the Equity dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards

specified under Section 133 of the Act, read with relevant rules made thereunder.

(e) on the basis of the written representations received from the directors as on 31 March 2018 taken on record

by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as

a director in terms of Section 164 (2) of the Act.

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and

the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

(g) 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, in our opinion and to the best of our information and according

to the explanations given to us:

i. the Company did not have any pending litigations which would impact its financial position.

ii. the Company did not have any long-term contracts including derivative contract for which there were any

material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and

Protection Fund by the Company.

3. A report on the matters as per the Directions/ Sub-Directions issued by C & AG u/s 143(5) of the Companies Act,

2013 is attached as Annexure-II

conformity with the accounting principles generally accepted in India including the Ind AS, of the

For PARY & CO.



Sd/-

CA Yogesh Malik

Partner

Membership No. [074635]

Place: Delhi,

Date: 10th May, 2018

44

Particulars

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone Ind AS

financial statements for the year ended 31 March 2018, we report that:

i) The Company is having fixed assets and is maintaining proper records showing full particulars including

quantitative details and situation of the fixed assets.

ii) The Company is in the business of Consultancy Services and does not have inventories; hence, paragraph 3(ii) of

the Order is not applicable to the Company.

iii) The Company has not granted any loan, secure or unsecured to companies, firms or other parties covered in the

register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

iv) The Company has not accepted any deposits from the public.

v) According to information and explanation given to us, the maintenance of cost records has not specified by The

Central Government under section 148(1) of the Act 2013, for any of the services rendered by the Company.

vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act for

any of the services rendered by the company.

vii) (a) According to the information and explanations given to us and on the basis of our examination of the

records of the Company, amounts deducted/accrued in the books of account in respect of undisputed

statutory dues including provident fund, income-tax, service tax, cess, Goods and Service Tax and other

material statutory dues have been regularly deposited during the year by the Company with the

appropriate authorities except a minor delay in depositing TDS and Service Tax at the year end. As explained

to us, the Company did not have any dues on account of employees’ state insurance and duty of excise.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of

provident fund, income tax, service tax, cess, Goods and Service Tax and other material statutory dues

were in arrears as at 31 March 2018 for a period of more than six months from the date they became

payable.

viii) The Company does not have any loans or borrowings from any financial institution, banks, government or

debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt

instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

x) According to the information and explanations given to us, no material fraud by the Company or on the

Company by its officers or employees has been noticed or reported during the course of our audit.

xi) According to the information and explanations give to us and based on our examination of the records of the

Company, the Company has not paid/provided for managerial remuneration in accordance with the requisite

approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi

company. Accordingly, paragraph 3(xii) of the Order is not applicable.

ANNEXURE - A TO THE AUDITORS' REPORT


45

For PARY & CO.



Sd/-

CA Yogesh Malik

Partner


Place: Delhi,


xiii) According to the information and explanations given to us and based on our examination of the records of the

Company, transactions with related parties are in compliance with sections 177 and 188 of the Act.

xiv) According to the information and explanations give to us and based on our examination of the records of the

Company, the Company has not made any preferential allotment or private placement of shares or fully or

partly convertible debentures during the year.

xv) According to the information and explanations given to us and based on our examination of the records of the

Company, the Company has not entered into non-cash transactions with directors or persons connected with

him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

46

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 NBCC ENGINEERING & CONSULTANCY

LIMITED (“the Company”) as of 31 March 2018 in conjunction with our audit of the standalone 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 (‘ICAI’). 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 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting

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, issued by ICAI and deemed

to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal

financial controls, both 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 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 system over financial reporting and their operating effectiveness. Our audit of internal financial controls

over financial reporting included obtaining an understanding of internal financial controls over financial reporting,

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 judgment, 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 Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting 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 includes those policies and procedures that

ANNEXURE - B TO THE AUDITORS' REPORT


47

(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

Because of the inherent limitations of internal financial controls over financial reporting, 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 to

future periods are subject to the risk that the internal financial control over financial reporting 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, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating effectively as at 31

March 2018, 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 PARY & CO.



Sd/-

CA Yogesh Malik

Partner


Place: Delhi,


48

Direction indicating the areas to be examined by the Statutory Auditors during the course of audit of annual

accounts of NBCC Engineering & Consultancy Limited for the year 2017-18 issued by the Comptroller & Auditor

General of India under section 143(5) of the Companies Act, 2013.

ANNEXURE I TO INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF NBCC ENGINEERING & CONSULTANCY LIMITED

FOR THE YEAR ENDING 31ST MARCH, 2018

For PARY & CO.Chartered Accountants


Place: Delhi,


Compliance Certificate

Based on the above facts, in our opinion and the best of our information and according to the explanation given to us, no action is required to be taken thereon and there is no impact on the accounts and financial statement of the Company.

We have conducted the audit of accounts of NBCC Engineering & Consultancy Limited for the year ended 31st

March 2018 in accordance with the Direction / Sub Directions issued by C & AG of India under section 143(5) of

the Companies Act, 2013 and certify that we have complied with all the Direction / Sub-Direction issued to us.



Sd/-CA Yogesh Malik

PartnerMembership No. [074635]

Place: Delhi, Date: 10th May, 2018

Direction / Sub Direction

2

Action TakenSLNo.

Yes, the company is having clear title of lease deed for leased hold property taken on lease for registered office. .

Not applicable as there is no inventory with the Company and no assets received from Government or other authorities.

1

3

Not Applicable as there is no such case

Whether the company has clear title/lease deeds for free hold and leasehold respectively. If not please state the area of freehold and leasehold land for which title/lease deeds are not available.

Whether here are any cases of waiver/write off of debts/loan/ interest etc. If yes, the reason there for and amount involved.

Whether Proper records are maintained for inventories lying with third parties & Assets received as gift from Government or other authorities.

Sd/-CA Yogesh Malik

PartnerMembership No. [074635]


49

Sd/-N. M. ShahChairmanDIN: 07444898

Sd/-S. D. Sharma CEO

Sd/-M. B. SinghalDirectorDIN: 07282642

As per our Report of even date attached


(ICAI Firm Reg. No: 007288C)

Sd/-(Yogesh Malik)

PartnerMembership No. 074635

Place: New DelhiDate : 10/05/2018

For and on behalf of NBCC Engineering & Consultancy Limited

I. ASSETS

1 Non-Current Assets

(a) Property, Plant and Equipment

(i) Tangible Assets 2 1,22,059 72,289

(b) Other Intangible Assets 3 2,19,685 -

(c) Deferred Tax Asset (Net) 4 63,00,360 7,76,637

66,42,104 8,48,926

2 Current Assets

(a) Financial Assets

(i) Trade Receivables 5 1,44,55,596 36,70,186

(ii) Cash and Cash Equivalents 6 1,61,401 99,395

(iii) Other Bank Balances 7 19,02,143 22,87,441

(iv) Other Financial Assets 8 9,89,254 6,44,004

(b) Current Tax Assets (Net) 9 78,43,544 53,54,870

(c) Other Current Assets 10 9,43,251 19,91,760

2,62,95,191 1,40,47,656

TOTAL ASSETS 3,29,37,294 1,48,96,581

II. EQUITY AND LIABILITIES

1 Equity

(a) Equity Share capital 11 1,00,00,000 1,00,00,000

(b) Other Equity (2,33,99,195) (25,48,623)

Total Equity (1,33,99,195) 74,51,377

2 Liabilities

Non-Current Liabilities

(a) Financial Liabilities - -

(b) Provisions - -

- -

Current Liabilities

(a) Financial Liabilities

(i) Trade Payables 12 7,09,148 2,81,503

(ii) Other Financial Liabilities 13 68,08,476 40,62,612

(b) Other Current Liabilities 14 3,88,18,865 31,01,089

4,63,36,489 74,45,204

TOTAL EQUITY & LIABILITIES 3,29,37,294 1,48,96,581

Significant Accounting Policies & Notes on Financial Statements 1 to 26

Sd/-Abhay PrasadCFO

Figures in Amount (`)

SL.No. Particulars

As at March 312018

As at March 312017

BALANCE SHEET AS MARCH 31, 2018

NoteNo.

50

I. Revenue From OperationsValue of Services 15 2,32,22,292 4,92,19,306 Other Operating Revenues 16 - 5,000

II. Other Income 17 1,66,930 3,86,680 III. Total Income (I + II) 2,33,89,222 4,96,10,986 IV. Expenses:

Cost of Materials Consumed - -Change in Inventories - -Work & Consultancy Expenses 18 22,30,044 52,75,230 Employee Benefits Expense 19 4,25,27,037 4,18,99,083 Depreciation and Amortisation Expense 2 & 3 1,48,985 1,953 Other Expenses 20 48,57,451 49,34,378 Total Expenses (IV) 4,97,63,517 5,21,10,643

V. Profit before Exceptional Items and Tax (III-IV) (2,63,74,295) (24,99,657)VI. Other Intangible Assets -VII. Profit before Tax (V - VI) (2,63,74,295) (24,99,657)VIII Tax Expense:

(1) Current Tax - -(2) Deferred Tax 21 (55,23,723) (7,76,637)

IX Profit / Loss for the period from continuing (2,08,50,572) (17,23,020) operations (VII-VIII)X Profit / (Loss) for the discontinued operations - - XI Tax expenses of discontinued operations - - XII Profit / (Loss) for the discontinued operations (after tax) (X-XI) - -XIII Profit / (Loss) for the period (IX-XII) (2,08,50,572) (17,23,020)XIV Other Comprehensive income

A (i) Items that will not be reclassified into profit/loss - -(ii) Income tax relating to items that will not be reclassified to profit/loss Income Tax effect" - -

B (i) Items that will be reclassified into profit/loss - -(ii) Income tax relating to items that will be reclassified

to profit/loss" - -XV Total comprehensive income for the period (XIII-XIV) (2,08,50,572) (17,23,020)XVI Earnings per Share(Face value of Rs.10/- per Equity Share)

(1) Basic (in Rs. ) 22 (20.85) (1.72)(2) Diluted (in Rs.) (20.85) (1.72)

Sd/-N. M. Shah


Sd/-S. D. Sharma

CEO

Sd/-M. B. Singhal

DirectorDIN: 07282642




Sd/-(Yogesh Malik)



Sd/-Abhay Prasad

CFO


For and on behalf of NBCC Engineering & Consultancy LimitedSignificant Accounting Policies & Notes on Financial Statements 1 to 26

SL.No. Particulars

NoteNo.

As at March 312018

As at March 312017

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON MARCH 31 2018


51

A. Cash flows from operating activitiesNet profit before tax and extraordinary items (26,374,294.99) (2,499,656.77)Ajustment for:Depreciation 148,985.00 1,953.19 Interest Received (166,929.75) (386,680.34)Provisions for Employee Benefits (Net of Payments)Operating Profit before Working Capital Changes (26,392,239.74) (2,884,383.92)Adjustment for:Decrease/(Increase) in Trade receivables (10,785,410.02) (3,670,186.43)Decrease/(Increase) in Other Financial Assets (345,250.18) (644,004.00)Decrease/(Increase) in Current Tax Assets (2,472,330.00) (5,316,844.00)Decrease/(Increase) in Other Current Assets 1,048,508.51 (1,991,759.81)(Decrease) /Increase in Trade payables 427,645.00 281,503.00 (Decrease) /Increase in Other financial liabilities (Current) 2,745,864.20 3,606,443.00 (Decrease) /Increase in Other Current Liabilities 35,717,775.79 2,630,011.41 Cash generated from Operations before Extra Ordinary Items (55,436.44) (7,989,220.75)Extraordinary Items - - Direct Taxes Paid - - Net Cash from Operating Activities (A) (55,436.44) (7,989,220.75)

B. Cash Flows from Investing Activities:Purchase of Property, Plant and Equipment and other Intangible Assets (418,440.00) (74,242.00)Fixed deposits placed with Banks having original maturity of more than 3 months 385,297.22 7,714,203.26 Interest Received (Net of Tax Deducted at Source) 150,585.58 348,654.34 Net Cash from Investing Activities: (B) 117,442.80 7,988,615.60

C. Cash Flows from Financing Activities:Equity Share Capital IssuedNet Cash from Financing Activities (C) - Net Increase in Cash and Cash Equivalent (A) + (B) + (C) 62,006.36 (605.15)Cash and Cash Equivalents - Opening 99,394.85 100,000.00 Cash and Cash Equivalents - Closing 161,401.21 99,394.85

i) Cash and Cash Equivalents Includes:a) Cash in Hand & Stamp in Hand - - b) Balances / Fixed Deposits/Call Deposits with Banks 161,401.21 99,394.85

161,401.21 99,394.85

Particulars For the year ended on March 31 2018

For the year ended on March 31 2017

ii) Previous year figures have been regrouped and/or reclassified, wherever, necessary to conform to those of the current year grouping and/or classification.

iii) Figures in brackets indicate cash outgo.

Sd/-N. M. Shah


Sd/-S. D. Sharma

CEO

Sd/-M. B. Singhal



Sl.No.

Sd/-Abhay Prasad

CFO


Sd/-(Yogesh Malik)





CASH FLOW STATEMENT FOR THE YEAR ENDED ON MARCH 31, 2018

52

STATEMENT OF CHANGES IN EQUITY AS AT 31 MARCH 2018

Balance as at 31st March 2017 10,000,000 - - 10,000,000

Balance as at 31st March 2018 10,000,000 - - 10,000,000

ParticularsBalance at the

end of reportingperiod

Figures in Amount (`)A. Equity Share Capital

Balance at thebeginning of thereporting period

Change is equityshare capital

during the year

Redemption ofEquity Share

Capital during theyear

Balance as at 1st April 2016 - (825,603) - (825,603)

Profit for the period - (1,723,020) - (1,723,020)

Other Comprehensive Income - - - -

Other Intangible Assets - - - -

Transfer from retained earnings - - - -

Bonus share issued - -

Any other change (to be specified) - - - -

Balance as at 31st March 2017 - (2,548,623) - (2,548,623)

Profit for the period - (20,850,572) - (20,850,572)

Other Comprehensive Income - - - -

Dividends paid including Dividend

Distribution tax - - - -

Transfer from retained earnings - - - -

Bonus share issued - -

Any other change (to be specified) - - - -

Balance as at 31st March 2018 - (23,399,195) - (23,399,195)

ParticularsTotal

Figures in Amount (`)B. Other Equity

Reserves and Surplus Other comprehensive

income

General Reserves Retained EarningsRemeasurement of

defined benefit plan

Sd/-N. M. Shah


Sd/-S. D. Sharma

CEO

Sd/-M. B. Singhal






Sd/-(Yogesh Malik)



Sd/-Abhay Prasad

CFO


53

1 SIGNIFICANT ACCOUNTING POLICIES

Note 1.1 NATURE OF PRINCIPAL ACTIVITIES

NBCC Engineering and Consultancy Limited is a wholly owned subsidiary of NBCC (India) Limited, Government of India Navratna Enterprise under the Ministry of Housing and Urban Affairs. The Company’s main objective is to provide engineering and consultancy services regarding projects undertaken by holding company and other parties.

Note 1.2 GENERAL INFORMATION AND STATEMENT OF COMPLIANCE

WITH IND AS

The Company is headquartered in New Delhi, India. Its Registered Office is situated at Regd. shop no. 25, NBCC Place Pragati Vihar, New Delhi 110003.

The standalone financial statements of the Company have been prepared in accordance with the Companies (Indian Accounting Standards) Rules 2015 issued by Ministry of Corporate Affairs (‘MCA’). The Company has uniformly applied the accounting policies during the period presented. Unless otherwise stated, all amounts are stated in Amounts of Rupees.

The standalone financial statements for the year ended 31st March 2018 were authorized and approved for issue by the Board of Directors on 10th May 2018.

Note 1.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The standalone financial statements have been prepared using the accounting policies and measurement basis summarized below.

Note 1.4 OVERALL CONSIDERATIONS

The standalone financial statements have been prepared using the significant accounting policies and measurement bases that are in effect at 31 March 2018, as summarised below.

1.4.1 REVENUE RECOGNTION

Revenue arises from rendering of services and is measured at the fair value of consideration received or receivable, excluding applicable taxes, and reduced by any rebates and trade discounts allowed.

Revenue includes:

1. Work done for which only letters of intent have been received, however, formal contracts / agreements are in the process of execution.

2. Work executed and measured by the Company pending certification by the client.

3. Work executed but not measured/ partly executed is accounted for at engineering estimated cost.

4. Extra and substituted items to the extent considered

realizable.

5. Claims lodged against clients to the extent considered

realizable.

6. Amount retained by the clients which is released after the

commissioning of the project.

Interest income is reported on an accrual basis using the

effective interest rate method.

1.4.2 PROPERTY, PLANT AND EQUIPMENT

Recognition

Properties plant and equipment are stated at their cost of

acquisition. The cost comprises purchase price, borrowing

cost if capitalization criteria are met and directly attributable

cost of bringing the asset to its working condition for the

intended use. Any trade discount and rebates are deducted

in arriving at the purchase price.

Subsequent measurement (depreciation)

Depreciation on property, plant and equipment is charged on

straight line method either on the basis of rates arrived at

with reference to the useful life of the assets evaluated by the

Committee consisting of Technical experts and approved by

the Management or rates arrived at based on useful life

prescribed under Part C of Schedule II of the Companies Act,

2013.The following useful lives are applied:

Property, plant and equipment individually costing upto

INR10, 000 are fully depreciated in the year of acquisition.

The residual values, useful lives and methods of depreciation

Asset category Estimated useful life (in years)

Buildings Building (other than factory buildings) 60 Years Other (including temporary structure, etc.) 03 YearsPlant and Machinery used in civil construction 12 YearsFurniture and fittings 10 YearsMotor Vehicles 08 YearsOffice equipment 05 YearsComputers and data processing units Servers and networks 06 Years End user devices, such as, desktops, laptops, etc. 03 Years

Interest income:

NOTES TO FINANCIAL STATEMENTS

54

of property, plant and equipment are reviewed at each

financial year end and adjusted prospectively, if appropriate.

De-recognition

An item of property, plant and equipment and any significant

part initially recognised is derecognised upon disposal or

when no future economic benefits are expected from its use

or disposal. Any gain or loss arising on de-recognition of the

asset (calculated as the difference between the net disposal

proceeds and the carrying amount of the asset) is included in

the Statement of Profit and Loss account when the asset is

derecognised.

1.4.3 LEASES

Company as a lessee

Finance leases

A lease that transfers substantially all the risks and rewards

incidental to ownership to the Company is classified as a

finance lease. Finance leases are capitalised at the

commencement of the lease at the inception date fair value

of the leased property or, if lower, at the present value of the

minimum lease payments.

The interest element of lease payments is charged to

Statement of profit and loss, as finance costs over the period

of the lease. The leased asset is depreciated over the useful

life of the asset or lease term whichever is lower.

Operating leases

Assets acquired on leases where a significant portion of risk

and rewards of ownership are retained by the lessor are

classified as operating leases. Lease rental are charged to the

Statement of Profit and Loss on straight-line basis except

where scheduled increase in rent compensate the lessor for

expected inflationary costs.

Company as a lessor

Operating lease

Leases in which the Company does not transfer substantially

all the risks and rewards of ownership of an asset are

classified as operating leases. Assets leased out under

operating leases are capitalized. Rental income is recognised

on straight-line basis over the lease term except where

scheduled increase in rent compensates the Company with

expected inflationary costs.

1.4.4 IMPAIRMENT OF NON FINANCIAL ASSETS

Carrying amount of assets is reviewed at each reporting date

where there is any indication of impairment based on

internal/external indicators. An impairment loss is

recognised in the Statement of Profit and Loss where carrying

amount exceeds recoverable amount of assets. Impairment

loss is reversed, if there is change in recoverable amount and

such loss either no longer exists or has decreased or

indication on which impairment was recognised no longer

exists.

1.4.5 FINANCIAL INSTRUMENTS

Financial assets

Initial recognition and measurement

Financial assets and financial liabilities are recognised when

the Company becomes a party to the contractual provisions

of the financial instrument and are measured initially at fair

value adjusted for transaction costs.

Subsequent measurement

i. Debt instruments at amortised cost– A ‘debt instrument’

is measured at the amortised cost if both the following

conditions are met:

• The asset is held within a business model whose objective

is to hold assets for collecting contractual cash flows, and

• Contractual terms of the asset give rise on specified dates

to cash flows that are solely payments of principal and

interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are

subsequently measured at amortised cost using the effective

interest rate (EIR) method. All other debt instruments are

measured are Fair Value through other comprehensive

income or Fair value through profit and loss based on

Company’s business model.

ii. Equity investments – All equity investments in scope of

Ind-AS 109 are measured at fair value. Equity

instruments which are held for trading are classified as

at fair value through profit and loss (FVTPL). For all

other equity instruments, the Company decides to

classify the same either as at fair value through other

comprehensive income (FVOCI) or fair value through

profit and loss (FVTPL) on an instrument to instrument

basis.

De-recognition of financial assets

A financial asset is primarily de-recognised when the rights to

receive cash flows from the asset have expired or the

Company has transferred its rights to receive cash flows from

the asset.

Financial liabilities

Initial recognition and measurement

All financial liabilities are recognised initially at fair value and

transaction cost that is attributable to the acquisition of the

financial liabilities is also adjusted. Financial liabilities are

classified as amortised cost.

Subsequent measurement

Subsequent to initial recognition, these liabilities are

measured at amortised cost using the effective interest

method.


55

De-recognition of financial liabilities

A financial liability is de-recognised when the obligation

under the liability is discharged or cancelled or expires.

Consequently write back of unsettled credit balances and

invoked bank guarantee is done on closure of the concerned

project or earlier based on the previous experience of

Management and actual facts of each case and recognised in

Operating Revenue.

Further when an existing financial liability is replaced by

another from the same lender on substantially different

terms, or the terms of an existing liability are substantially

modified, such an exchange or modification is treated as the

de-recognition of the original liability and the recognition of

a new liability. The difference in the respective carrying

amounts is recognised in the Statement of Profit and Loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net

amount is reported in the balance sheet if there is a currently

enforceable legal right to offset the recognised amounts and

there is an intention to settle on a net basis, to realise the

assets and settle the liabilities simultaneously.

1.4.6. IMPAIRMENT OF FINANCIAL ASSETS

In accordance with Ind-AS 109, the Company applies

expected credit loss (ECL) model for measurement and

recognition of impairment loss for financial assets.

ECL is the difference between all contractual cash flows that

are due to the Company in accordance with the contract and

all the cash flows that the Company expects to receive. When

estimating the cash flows, the Company is required to

consider –

• All contractual terms of the financial assets (including

prepayment and extension) over the expected life of the

assets.

• Cash flows from the sale of collateral held or other credit

enhancements that are integral to the contractual terms.

Trade receivables

As a practical expedient the Company has adopted

‘simplified approach’ using the provision matrix method for

recognition of expected loss on trade receivables. The

provision matrix is based on three years rolling average

default rates observed over the expected life of the trade

receivables and is adjusted for forward-looking estimates.

These average default rates are applied on total credit risk

exposure on trade receivables and outstanding for more

than one year at the reporting date to determine lifetime

expected credit losses

Other financial assets

For recognition of impairment loss on other financial assets

and risk exposure, the Company determines whether there

has been a significant increase in the credit risk since initial

recognition and if credit risk has increased significantly,

impairment loss is provided.

1.4.7. INCOME TAXES

Tax expense recognised in Statement of Profit and Loss

comprises the sum of deferred tax and current tax not

recognised in other comprehensive income or directly in

equity.

Calculation of current tax is based on tax rates and tax laws

that have been enacted or substantively enacted by the end

of the reporting period. Deferred income taxes are calculated

using balance sheet approach.

Deferred tax liabilities are generally recognised in full for all

taxable temporary differences.

Deferred tax assets are recognised to the extent that it is

probable that the underlying tax loss, unused tax credits or

deductible temporary difference will be utilised against

future taxable income. This is assessed based on the

Company’s forecast of future operating results, adjusted for

significant non-taxable income and expenses and specific

limits on the use of any unused tax loss or credit.

1.4.8. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash on hand and

demand deposits, together with other short-term, highly

liquid investments (original maturity less than 3 months) that

are readily convertible into known amounts of cash and

which are subject to an insignificant risk of changes in value.

1.4.9. EQUITY, RESERVES AND DIVIDEND PAYMENTS

Share capital represents the nominal value of shares that

have been issued. Any transaction costs associated with the

issuing of shares are deducted from retained earnings, net of

any related income tax benefits. Other components of equity

includes Other Comprehensive Income arising from actuarial

gain or loss on re-measurement of defined benefit liability

and return on plan assets. Retained earnings include all

current and prior period retained profits.

1.4.10. POST-EMPLOYMENT BENEFITS AND SHORT-TERM

EMPLOYEE BENEFITS

Defined contribution plan

Company’s contribution paid/payable during the year to

Provident Fund, EPS 1995 of EPFO and Company’s Pension

Scheme is recognised in the Statement of Profit and Loss for

the year in which the related services are rendered. The

same is paid to a fund administered through separate trusts.

Company’s liability towards gratuity, post-retirement

medical benefits and TA on Superannuation are determined

on the basis of accounting policy with holding company

56

where certain percentage of basic salary and dearness

allowance is charged as secondment charges in Statement of

Profit and Loss.

Other long-term benefits

Company’s liability towards earned leave is determined on

the basis of accounting policy with holding company where

11% of basic salary and dearness allowance is charged to the

Statement of Profit and Loss.

Short term employee benefits

Short term benefits comprise of employee costs such as

salaries, bonus, PLI, PRP and short-term compensated

absences are accrued in the year in which the associated

services are rendered by employees of the Company.

Employee separation costs

Ex-gratia to employees who have opted for retirement under

the voluntary retirement scheme of the Company is charged

to the Statement of Profit and Loss in the year of acceptance

of the option by the management.

1.4.11. PRIOR PERIOD EXPENDITURE/ INCOME

Expenditures/incomes relating to prior periods and

considered not material has been accounted for in the

respective head of accounts in the current year.

1.4.12. SIGNIFICANT MANAGEMENT JUDGEMENT IN

APPLYING ACCOUNTING POLICIES AND ESTIMATION

UNCERTAINTY

Financial Statements are prepared in accordance with GAAP

in India which require management to make estimates and

assumptions that affect the reported balances of assets,

liabilities and disclosure of contingent liabilities at the date of

the financial statements and reported amounts of income &

expenses during the periods. Although these estimates and

assumptions used in accompanying financial statements are

based upon management's evaluation of relevant facts and

circumstances as of date of financial statements which in

management's opinion are prudent and reasonable, actual

results may differ from estimates and assumptions used in

preparing accompanying financial statements. Any revision

to accounting estimates is recognised prospectively from the

period in which results are known / materialise in accordance

with applicable Accounting Standards.

Information about estimates and assumptions that have the

most significant effect on recognition and measurement of

assets, liabilities, income and expenses is provided below.

Significant management judgements

The following are significant management judgements in

applying the accounting policies of the Company that have

the most significant effect on the financial statements.

Recognition of deferred tax assets - The extent to which

deferred tax assets can be recognised is based on an

assessment of the probability of the Company’s future

taxable income against which the deferred tax assets can be

utilized.

Evaluation of indicators for impairment of assets – The

evaluation of applicability of indicators of impairment of

assets requires assessment of several external and internal

factors which could result in deterioration of recoverable

amount of the assets.

Property, plant and equipment - Management assess the

remaining useful lives and residual value of property, plant

and equipment and believes that the assigned useful lives

and residual value are reasonable.

Estimation uncertainty - Information about estimates and

assumptions that have the most significant effect on

recognition and measurement of assets, liabilities, income

and expenses is provided below.

Revenue recognition – where revenue contracts include

deferred payment terms, the management determines the

fair value of consideration receivable using the expected

collection period and interest rate applicable to similar

instruments with a similar credit rating prevailing at the date

of transaction.

Contingencies – Management judgement is required for

estimating the possible outflow of resources, if any, in

respect of contingencies/claim/litigations against the

company as it is not possible to predict the outcome of

pending matters with accuracy.

Provisions for Warranties - Management’s estimate of the

warranties are based on engineering estimates and variation

in these assumptions may impact the provision amount and

the annual warranty expenses.

Liquidated Damages - Liquidated Damages receivables are

estimated and recorded as per contractual terms; estimate

may vary from actuals as levy on contractor.


57

Property,Plant andEquipment

Other Intangible Asset

1 Office Equipment 74,242 100,980 - 175,222 1,953 51,210 - 53,163 122,059 72,289

Total 74,242 100,980 - 175,222 1,953 51,210 - 53,163 122,059 72,289

Previous Year - 74,242 - 74,242 - 1,953 - 1,953 - 72,289

1 Computer Software - 3,17,460 - - 97,775 - 2,19,685 -

Total - 3,17,460 - 3,17,460 - 97,775 - 97,775 2,19,685 -

Previous Year - - - - - - - - - -

3,17,460 97,775

Figures in Amount `)(

Figures in Amount `)(

As at April

1, 2017

As at April

1, 2017

Addi-tions

Addi-tions

Dis-posals

Dis-posals

As at March

31, 2018

As at March

31, 2018

As at April

1, 2017

As at April

1, 2017

On Dis-posals

On Dis-

posals

As at March

31, 2018

As at March

31, 2018

As at March

31, 2018

As at March

31, 2018

As at March

31, 2017

As at March

31, 2017

Gross Carrying Amount (At Cost)

Gross Carrying Amount (At Cost)

Accumulated Depreciation

Accumulated Depreciation

Net Book Value

Net Book Value

Dep-reciation

charge for the

period

Dep-reciation

charge for the

period

Note 2

Note 3

Tangible Assets (Not Under Lease)

Other Intangible Assets

S.No

S.No

Deferred Tax Assets/(Liabilities) (Net)

Note 4Figures in Amount (`)

As at March 31,

2018

Deferred Tax Assets/(Liabilities)Depreciation (1,117) (701) (1,818) - (1,117) (1,117)Business loss 777,754 5,524,424 6,302,178 - 777,754 777,754 Total 776,637 5,523,723 6,300,360 - 776,637 776,637

Movements in deferred tax Assets/(Liabilities)

Charged/Credit to

Profit & Loss

As atMarch 31,

2018

As atMarch 31,

2016

Charged/Credit to

Profit & Loss

As atMarch 31,

2017

Trade Receivables

Cash and Cash Equivalents

Secured:

Unsecured:

Other Trade recievables:

Considered good

- Due from Holding Company 11,935,770 2,864,380

- Due from Group Company (HSCL) 2,116,923 -

- Due from Others 402,903 805,806

Total 14,455,596 3,670,186

Balances with Banks in Current Account 161,401 99,395

Total 161,401 99,395

Note 5

Note 6

As at March 31,2018

As at March 31,2018

As at March 31,2017

As at March 31,2017



NOTES TO FINANCIAL STATEMENTS

58

Current Tax Assets (Net)

Other Bank Balances

Bank deposits more than 3 months and upto 12 months Maturity 1,900,000 2,277,505

Interest Accrued on Fixed Deposits 2,143 9,936

Total 1,902,143 2,287,441

Earnest Money & Security Deposit 24,171 - Earnest Money & Security Deposit Group Company (HSCL) 240,227 - Retention Money & Security Deposit with Holding Company 724,856 553,292 Advance recoverable from Staff - 90,712

Total 989,254 644,004

Advance Income Tax/TDS

- Tax Deducted at Source FY 2017-18 2,488,674 -

- Tax Deducted at Source FY 2016-17 5,354,870 5,354,870

Less: Provision for Taxation - -

Total 7,843,544 5,354,870

Note 7

Note 8

Note 9As at March 31,2018 As at March 31,2017




Other Current Assets

Advances to PRWs, Suppliers & Others

Secured Considered Good - -

Unsecured Considered Good (Due from NSL) - 63,059

Unsecured Considered Doubtful - -

Less: Provision - - - 63,059

Balances with Government Authorities 943,251 1,928,701

Total 943,251 1,991,760

Note 10 Figures in Amount (`)

As at March 31,2018 As at March 31,2017

Share Capital

Authorised:

Equity Shares of Rs. 10/- each 2,000,000 20,000,000 2,000,000 20,000,000

Issued ,Subscribed & Paid up

Fully paid up Equity Shares of Rs. 10/- each 1,000,000 10,000,000 1,000,000 10,000,000

Total 1,000,000 10,000,000 1,000,000 10,000,000


As at March 31,2017

Amount

Share Capital

Shares outstanding at the beginning of the year 1,000,000 10,000,000 1,000,000 10,000,000

Add : shares issued during the year

Shares outstanding at the end of the year 1,000,000 10,000,000 1,000,000 10,000,000

Note 11 A Figures in Amount (`)

As at March 31, 2018 As at March 31,2017

Number AmountNumber Amount

As at March 31, 2018

NumberNumber Amount

Bank balance other than above As at March 31,2018 As at March 31,2017

Other Financial Assets As at March 31,2018 As at March 31,2017


59

Share Capital

NBCC (INDIA) LIMITED 999400 99.94% 999400 99.94%

Note 11 BFigures in Amount (`)

As at March 31, 2018 As at March 31,2017

Number of Shares Percentage

Shareholders holding more than 5% of fully paid-up equity shares:

Number of Shares Percentage


Note 11 C

Other Intangible Assets

All the profits made by the company are first transferred to retained earnings from statement of profit and loss.

Trade Payables

Due to Micro, Small and Medium Enterprises - -

Due to others

- Trade Payables for Works & Services

(i) Payables to Group companiy (NSL) 561,640 -

(ii) Payables to Others 147,508 281,503

Total 709,148 281,503



Other financial liabilities (Current)

Earnest Money & Security Deposits 310,960 263,285

Other Payables 6,497,516 3,799,327

Total 6,808,476 4,062,612



Other Current Liabilities

Taxes Payable 1,488,550 3,101,089

Other Payables to Holding Company 37,330,316 -

Total 38,818,865 3,101,089



Value of Services

Value of Work Done 23,222,292 49,219,306

Total 23,222,292 49,219,306

Revenue from Operations For the year ended on March 31, 2018

For the year ended on March 31, 2017


Miscellaneous Receipts - 5,000

Total - 5,000

Revenue from Operations For the year ended on March 31, 2018



Interest Income

(i) From Banks 166,930 386,680

Total 166,930 386,680

Other Income For the year ended on March 31, 2018


60


Consultancy 2,230,044 5,275,230

Total 2,230,044 5,275,230

Work and Consultancy Expenses For the year ended on March 31, 2018



Employee Benefits Expense

Salaries and incentives 33,457,536 33,863,292

Gratuity fund contributions / Provisions 942,116 922,549

Post Retirement Medical Benefit 1,212,411 1,187,230

Leave Encashment 2,154,527 2,109,780

Performance Linked Incentive 390,285 82,752

Staff welfare expenses 443,256 251,989

Provident fund contributions 2,658,093 2,311,842

Pension fund contributions 1,268,813 1,169,649

Total 42,527,037 41,899,083



The Remuneration of Key Managerial Personnals including Chief Executive Officer and Chief Financial Officer included in various schedules

to Statement of Profit & Loss is as under:-Figures in Amount (`)

Salaries and Incentives 5,591,844 3,441,076

Provident Fund Contribution 346,944 195,897

Provision for Retirement Benefits 1,035,521 265,340

Total 6,974,309 3,902,313

Particulars For the year ended on March 31, 2018



Other Expenses

Advertisement - 1,165,612

Auditor's Remuneration 80,000 80,400

Bank charges & Guarantee Commission 1,806 2,276

Carriage & Freight (General) - 17,500

Conference & Management Development Expenses - 1,960

Hire Charges Others 976,990 542,319

Interest Others 62,469 54,560

Legal & Professional Charges 33,904 74,256

Miscellaneous. Expenses 480,760 158,130

Postage & Telephone 53,290 239,856

Printing & Stationery 320,843 111,368

Rates & Taxes 8,434 32,310

Rent 436,422 690,252

Repairs & Maintenance 674,410 583,677

Tender & Survey Expenses - 14,490

Travelling & Conveyance 1,090,553 972,192

Water. Electricity & Allied charges 637,570 193,219

Total 4,857,451 4,934,378




61


Note 22The Group's Earnings per Share ("EPS") is determined based on the net profit attributable to the shareholders' of the Parent. Basic earnings per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year including share options (using the treasury stock method for options), except where the result would be anti-dilutive.

For the purpose of calculating the weighted average number of shares, the weighted average effect of changes in treasury share transactions during the year has also been considered. No other transaction involving Equity shares or potential Equity shares is there between the reporting date and the date of authorisation of these financial statements.

Note 23Related party transactions

Group Companies Key Managerial Personnel

NBCC (India) Limited (Holding Company) Mr. N. M. Shah,Chairman (Appointed as chairman wef 13th February 2018)

NBCC Services Limited (NSL) Mr. S. K. Pal, Chairman (Ceased to be chairman wef 30th January 2018)

Hindustan Steelworks Construction Limited (HSCL) Mr. N. P. Aggarwal, Director

Mr. M. B. Singhal, Director

Mr. S.D. Sharma, CEO

Mr. Suresh Khitauliya, CFO (Ceased to be CFO wef 15th June 2017)

Mr. Abhay Prasad, CFO (Appointed as CFO wef 9th August 2017)

Note 20 A Figures in Amount (`)

Audit fee 50,000 50,250

Tax Audit 10,000 10,050

Quarterly Limited Review 15,000 15,075

Certification 5,000 5,025

Total 80,000 80,400

Payment to Auditors For the year ended on March 31, 2018


Tax expense comprises of:

Current income tax - -

Deferred tax (5,523,723) (776,637)

Total (5,523,723) (776,637)

Income tax For the year ended on March 31, 2018



Profit attributable to equity holders of the parent:

Continuing operations (20,850,572) (1,723,020)

iscontinued operation - -

Profit attributable to equity holders of the parent for basic earnings (20,850,572) (1,723,020)

Profit attributable to equity holders of the parent adjusted for the

effect of dilution (20,850,572) (1,723,020)

Weighted average number of Equity shares for basic EPS* 1,000,000 1,000,000

Earnings per equity share (for continuing operation):

(1) Basic (20.85) (1.72)

(2) Diluted (20.85) (1.72)

Earnings per Equity Share For the year ended on March 31, 2018


62

Nature of Transaction



Amount Received / (Paid) 30,447,823 (763,120) 2,782,240 28,111,612 - -

Advances for works - - - - - -

Services received 436,422 1,301,890 - 1,254,845 322,181 -

Services provided 18,013,132 - 4,804,515 48,413,500 - -

Other Transactions - - - - 158,741 -

Amount Receivable / (Payable) (24,669,689) (561,640) 2,357,150 2,095,775 63,059 -

(i) Statement of transactions with related parties


NBCC NBCC Services Limited

HSCL NBCC NBCC Services Limited

HSCL

Disclosures in respect of transactions with identified related parties are given only for such period during which such relationships existed. Disclosures in respect of key managerial personnel remuneration are given in Note No. - 19

Note - 24

Capital management

The Company’s objectives when managing capital are to:

• Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

• Maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio.


Particulars

Net debt

Total equity (13,399,195) 7,451,377

Net debt to equity ratio 0% 0%

3.31.2018 3.31.2017

Note -25

Operating SegmentsThe Company currently does not operate in multiple segments and hence disclosure w.r.t operating segmnts is not required.

Particular


31 March, 2018

Financial Assets

Trade receivables Note 5 - 14,455,596 - 3,670,186

Cash and Cash Equivalents Note 6 - 161,401 - 99,395

Other Bank Balances Note 7 - 1,902,143 - 2,287,441

Retention & Security deposits with Clients

- Current Note 8 - 989,254 553,292

Other Financial Assets Note 8 - - - 90,712

Total Financial Assets - 17,508,395 - 6,701,026

31 March, 2017

Note Reference

FVTPL Amortised cost/Fair Value

Note -26

Financial Assets and Liabilties

The carrying amounts of financial assets and financial liabilities in each category are as follows:

Financial Instruments by Category



63

Particular


31 March, 2018

Financial Liabilities

Trade Payables Note 12 - 709,148 - 281,503

Earnest Money & Security Deposits Note 13 - 310,960 - 263,285

Other Financial Liabilites Note 13 - 6,497,516 - 3,799,327

Total Financial Liabilities - 7,517,624 - 4,344,115

31 March, 2017

Note Reference



The carrying amount of the financial assets and liabilities carried at amortised cost is considered a reasonable approximation of fair value.

(i) Fair value hierarchy"Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

• Level 3: unobservable inputs for the asset or liability."

Financial risk managementThe Company’s activities expose it to market risk, liquidity risk and credit risk. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

(A) Credit risk"Credit risk arises from cash and cash equivalents, trade receivables, financial instruments carried at amortised cost and deposits with banks and financial institutions."

(i) Credit risk managementCredit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs 1,44,55,596.45 as of March 31, 2018 and Rs 36,70,186.43 March 31, 2017, respectively. Major part of the trade receivables comprises of Revenue generated from consultancy services provided to the Holding Company i.e. NBCC (India) Limited or other group company i.e. HSCL. Receivables from the Holding Company and other group company are Considered Good. Therefore, the company assume no risk is associated with the Receivables.Credit risk exposure

Provision for expected credit losses

Receivables from the Holding Company are Considered Good and accordingly no provision for expected credit loss has been made –

Ageing


Gross carrying amount 3,670,186 - - - 3,670,186

Expected loss rate NA NA NA NA NA

Expected credit losses (Loss allowance provision) - - - - -

"Carrying amount of trade receivables

(net of impairment)" 3,670,186 - - - 3,670,186

Upto 1 year Between 1 and 2 years

Between 2 and 3 years

Above 3 years

Total


Ageing


Gross carrying amount 8,956,754 5,498,843 - - 14,455,597 Expected loss rate NA NA NA NA NA Expected credit losses (Loss allowance provision) - - - - - "Carrying amount of trade receivables(net of impairment)" 8,956,754 5,498,843 - - 14,455,597

Upto 1 year Between 1 and 2 years

Between 2 and 3 years

Above 3 years

Total

Expected credit loss for trade receivables under simplified approachAs at March 31, 2018

64

Reconciliation of loss allowance

Loss allowance on 31 March 2017 -

Impairement loss recognised -

Reversal -

Loss allowance on 31 March 2018

Loss allowance

Reconciliation of loss provision – trade receivables

Liquidity riskThe Company's principal sources of liquidity are cash and cash equivalents which is generated from cashflow from operations. The Company has no outstanding bank borrowings. The Company considers that the working capital is sufficient to meet its outside current liquidity requirements.

Maturities of financial liabilitiesThe tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is insignificant.

31 March 2018


Note reference

Non-derivatives

Trade payable Note 12 709,148 - 709,148

Security deposits Note 13 310,960 - 310,960

Other Financial Liabilites Note 13 6,497,516 - 6,497,516

TotalUp to one year More than one year

31 March 2017


Note reference

Non-derivatives

Trade payable Note 12 281,503 - 281,503

Security deposits Note 13 263,285 - 263,285

Other Financial Liabilites Note 13 3,799,327 - 3,799,327

TotalUp to one year More than one year


Sd/-N. M. ShahChairman

DIN: 07444898

Sd/-M. B. Singhal

DirectorDIN-07282642

Sd/-S. D. Sharma

C.E.O.

Sd/-Abhay Prasad

CFOAs per our Report of even date attached



Sd/-(Yogesh Malik)

PartnerMembership no:074365



65

Housing for Noida

CRPF at Greater

Food Testing LaboratoryFaridabad

CRPF Kathgodam Type II Quarters

COMPLETED PROJECT

Housing for Noida

CRPF at Greater

66


SSB HOWLY - Quarter Guard Block

Food Lab Faridabad

COMPLETED PROJECT

67

BUSINESS DEVELOPMENT WORKS

Shopping Centre at TRTC Land, Battala, Agartala Shopping Centre- Dharamnagar, Tripura

Shopping Centre- Dharamnagar, TripuraProposed Residence at Vivekananda

Market at Central Road Agartala

Old Motor Stand Area, Agartala

Vivekananda Market at Central Road, Agartala


68

Yoga for Harmony & Peace

Yoga Day

""

(A Government of India Enterprise)

ATTENDANCE SLIPPLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

Joint shareholders may obtain additional Slip at the venue of the meeting

DP ID* Folio No.

Client ID* No. of shares

Name and address of the shareholders .................................................................................................................... ....................................................................................................................................................................................

I hereby record my presence at the 03rd Annual General Meeting of the Company held on Saturday, September 1, 2018 at 02:30 PM in the NBCC Bhawan, Conference Room at 8th Floor, Lodhi Road, New Delhi -110003

.............................................Signature of Member/Proxy

*Applicable for investors holding shares in electronic form...........................................................................................


Shop No. 25, NBCC Place Pragati Vihar New Delhi-110003 CIN No. U74992DL2015GOI288527

e-mail:- [email protected]

""

PROXY FORM

(A Government of India Enterprise)


Shop No. 25, NBCC Place Pragati Vihar New Delhi-110003 CIN No. U74992DL2015GOI288527

e-mail:- [email protected]

Name of the member (s): e-mail Id:

Folio No/ DP Id*, Client Id*:

Registered Address:

I/We, being the member(s) of ……………………………………………………………..shares of NBCC ENGINEERING & CONSULTANCY

LIMITED, hereby appoint:

1…………………………….....................................Resident of…………......................................…………………………….........having e-mail id

…………………………………........…….or failing him


…………………………………........…….or failing him


and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at rdthe 03 Annual General Meeting of the Company to be held on Saturday, 1st September, 2018 at 2.30 PM in the NBCC Bhawan,

Conference Room at 8th Floor, Lodhi Road, New Delhi -110003 and at any adjournment thereof in respect of such resolutions as

are indicated below:

Ordinary Business Resolutions

Signed this ……………………….........day of ……………………........................2018

Signature of Shareholder…………………………………………………......................

Signature of Proxy holder(s)......................................................................

Notes:

1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2 For the Resolutions, please refer to the Notice of the 3rd Annual General Meeting.

3 This is only optional. Please put in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

4 Please complete all details including details of member(s) in above box before submission.

------

*Applicable for investors holding shares in electronic form.

Affix

Revenue

Stamp

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2018, together with reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Shri Nirmal Prakash Aggarwal (DIN: 07282205), who retires by rotation and being eligible, offers himself for re-appointment.

3. To authorise board of directors of the company to fix the remuneration of the Statutory Auditors of the Company to be appointed by the Comptroller & Auditor General of India for auditing the accounts of the Company for the financial year 2018-19.

Special Business

4. Regularization of Shri Neelesh Manherlal Shah (DIN: 07444898) as the Director of the Company

No. of Shares For Against

Town Hall, Belonia (Auditorium)

COMPLETED PROJECT

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