4 2018-19...2019/10/23 · 1 4th annual 2018-19 report nbcc engineering & consultancy limited...

1

4th 2018-19ANNUALREPORT

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

CIN: U74992DL2015GOI288527Registered Office : Shop No. 25, NBCC Place, Pragati Vihar, New Delhi-110003

E-mail : [email protected]


2

SSB HOWLY - QUARTER GUARD BLOCK

CISF –RESIDENTIAL QUARTERS MAIDANGARHI DELHI

3


NBCC ENGINEERING & CONSULTANCY LIMITED

A Brief Profile

NBCC Engineering & Consultancy Limited (NECL) is a wholly owned subsidiary of NBCC (India) Limited and was incorporated on December 15, 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


4

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

OUR MISSIONTo 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.

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 Government of India.

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

5


REFERENCE INFORMATION

Registered OfficeNBCC Engineering & Consultancy Limited

Shop no. 25, NBCC Place Pragati Vihar New Delhi 110003

Corporate OfficeNBCC Engineering & Consultancy Limited

Shop No. 22 Local Shopping Complex,East Kidwai Nagar, New Delhi-110023

Statutory Auditors M/s P A R Y & Co.

BankersSyndicate Bank

Board of DirectorsShri Neelesh M Shah, Chairman

Shri NP Aggarwal, DirectorShri MB Singhal, Director

Chief Executive OfficerSmt. Annu Garg

Chief Financial OfficerShri Abhay Prasad


6

CENTRAL FOOD LAB FARIDABAD

SMVDU, Katra (Girls Hostel)

7


C O N T E N T SSl. No. Particular Page No.

1. Board of Director’s 9

2. Chairman Speech 10

3. Notice 11

4. Director’ Report & Annexure 14

- Management Discussion & Analysis Report 19

- Corporate Governance Report 21

- CEO certification 26

- AOC - 2 26

- MGT - 9 27

5. Comments of C&AG 34

6. Auditors’ Report 36

7. Financial Statement 45


8

BUSINESS DEVELOPMENT WORK

NBCC HEADQUARTER LODHI ROAD-INTERIOR

9


DIRECTORS’ PROFILE Shri Neelesh M Shah (Chairman)

Shri Neelesh Shah joined NBCC on September 20, 1985 as Assistant Engineer. He holds a Bachelor’s Degree in Civil Engineering. His knowledge and expertise in the field is manifested by many landmark projects he has undertaken and successfully executed in India and Abroad. He has vast and varied experience of more than 33 years holding several key positions in NBCC. At present he is Director (Projects) of NBCC (India) Limited. He is also the chairman of NBCC Services Limited and holds the position of Managing Director of Hindustan Steelworks Construction Limited, subsidiaries of NBCC.

Shri N P Aggarwal (Director)

Shri N.P. Aggarwal joined NBCC on November 05, 1984. Shri Aggarwal holds a Bachelor Degree in Civil Engineering from Bangalore University. He has served the Organisation for 34 Years in various capacities in strategically important divisions like Business Development of Domestic as well as Overseas Projects, Consultancy and Infrastructure, Vigilance, besides present charge of Redevelopment Work of the Company gaining deep insight in various aspects of the construction field. Presently, he is a key figure in organisational structure as the Overall In-charge of various Mega Value Redevelopment projects of NBCC in New Delhi.

Shri M B Singhal (Director)

Mr. M B Singhal is a chartered accountant with more than 23 years of experience to his credit, Shri M B Singhal joined the company as director since the inception of NECL. He has wide exposure in compilation, preparation of balance sheet, tendering and establishment. He is currently serving as Chief General Manager (Finance) with NBCC (India) Limited.

Smt. Annu Garg (Chief Executive Officer)

Mrs. Annu Garg is an Architect by profession, graduated from Chandigarh College of Architecture, Chandigarh. She is having more than 34 years of experience. Mrs. Annu Garg to her credit has vast experience of providing consultancy services encompassing planing, designing of various civil engineering projects pan India.

Shri Abhay Prasad (Chief Financial Officer)

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 as Account Officer with Madhya Pradesh Power generating Company before joining the Company.

KEY MANAGERIAL PERSONNEL PROFILE


10

CHAIRMAN’S ADDRESS

Dear Shareholders,I have immense pleasure in welcoming you all at the 4th Annual General Meeting of the Company. The Notice of the meeting together with Directors’ Report and Audited Annual Accounts for the financial year ending on March 2019 has already been circulated and with your permission, I take them as read.NECL was incorporated on 15th 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.Financial HighlightsBeing a newly incorporated Company, NECL could not make any profit during the financial year 2018-19.Business Prospects and strength of NECLBacked 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. 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.Corporate Governance 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 and the society at large. OpportunitiesNECL is undertaking the work of Third Party Inspection, preparing and vetting of detailed project report and Proof-Checking of Structural Design to increase the revenue and profits of the CompanyOn 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.

Neelesh M ShahChairman

11


NOTICE

Notice is hereby given that the 4th Annual General Meeting of the Company will be held on Monday, September 9, 2019 at 11:00 a.m. at the NBCC Bhawan, Conference Room at 8th Floor, Lodhi Road, New Delhi -110003 to transact the following businesses :-

ORDINARY BUSINESS:

1. To consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2019, together with the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Shri Mukat Bihari Singhal (DIN: 07282642), who retires by rotation and being eligible, offers himself for re-appointment.

3. To authorize Board of Directors to fix the remuneration of the Statutory Auditors of the Company for the financial year 2019-20.

By order of the Board of Directors

Sd/- Neelesh Manherlal Shah

Place: New Delhi ChairmanDate: August 6, 2019 DIN: 07444898

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

TO APPOINT PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING PROXY IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE COMMENCEMENT OF THE MEETING (FORM OF PROXY IS ANNEXED).

2. A person can act as proxy on behalf of members not exceeding fifty (50) & 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 member. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution/authority as applicable. The proxy-holder shall prove his identity at the time of attending the meeting.

3. Every member entitled to vote at a meeting of the Company or on any resolution to be moved thereat, shall be entitled during the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days’ notice in writing of the intention to inspect is given to the Company.


12

4. The Auditors of a Government Company are to be appointed or re-appointed by the Comptroller and Auditor General of India and their remuneration is to be fixed by the Company in General Meeting or in such manner as the Company in General Meeting may determine. It is proposed that the Members may authorize the Board of Directors to fix the remuneration in addition to applicable taxes and reimbursement of actual travelling and out of pocket expenses of the Statutory Auditors duly appointed by the Comptroller and Auditors General of India.

5. The members intending to seek any information on annual accounts at the meeting are requested to kindly inform the Company at least 7 days before the date of the AGM.

6. Brief profile of the Directors seeking re-appointment forms part of the Notice.

7. 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.




BRIEF RESUME OF THE DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENTAT 5th ANNUAL GENERAL MEETING

Name Shri Mukut Bihari Singhal (DIN: 07282642)Date of Birth June 10, 1969Qualifications B.Com, CADate of first appointment at the Board December 15, 2015Experience 24 Years (Approx.)Terms and Conditions of Appointment As per Central Government guidelinesRemuneration sought to be paid and the remuneration last drawn

NIL

No. of shares held in NECL 100Relationship with Other Directors and KMP No inter-se relationship Number of meetings of the Board attended during the FY 2018-19

Six

Expertise in Specific functional area Mr. M B Singhal is a chartered accountant with more than 24 years of experience to his credit, Shri M B Singhal joined the company as director since the inception of NECL. He has wide exposure in compilation, preparation of balance sheet, tendering and establishment.

Directorship held in other companies NBCC Environment Engineering LimitedMemberships/ Chairmanship of Committees of other Companies*

Nil

* Membership of the Audit Committee and Stakeholder’s Relationship Committee have only been taken into consideration.

13


NECL’S 4th ANNUAL GENERAL MEETINGDate: Monday, September 9, 2019

Time: 11:00 AM

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

Route - Map


14

DIRECTOR’S REPORT

Dear Members,

Your Directors’ are pleased to present the 4th Annual Report and the Audited Financial Statements of ‘NBCC Engineering & Consultancy Limited (“NECL”) for the Financial Year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

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

(` in lakh)

ParticularsFinancial year

2018-19 2017-18Total Income 461.33 233.89Total Expenses 658.55 497.63Profit before Exceptional and Extraordinary items and Tax (197.21) (263.74)Net Profit/(Loss) After Tax (152.99) (208.51)

OPERATIONS AND BUSINESS PERFORMANCE

NECL has not made any profit during the financial year 2018-19.

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 and its nominee shareholders.

RESERVES

NECL has not made any profit during the financial year 2018-19 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 2018-19.

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,

e) Design and construction management,

f) Up gradation of infrastructure,

15


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,

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.

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, 2019.

LOAN, GUARANTEES AND INVESTMENTS

The Company has not provided 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 Annexure-III.

PARTICULARS OF EMPLOYEES

During the year under review, 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 review.

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.


16

DIRECTORS’ RESPONSIBILITY STATEMENTYour Directors confirm that:

- in the preparation of annual accounts for the financial year ended March 31, 2019, 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 31,2019 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.

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 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.

17


VIGIL MECHANISM

Pursuant 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 REPORTStatutory Auditors

M/s P A R Y & Co, Chartered Accountants, was appointed as Statutory Auditors for the financial year 2018-19 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 Comptroller & Auditor General of India (C&AG) has decided that they would not do the supplementary Audit for the Financial Year 2018-19 and the copy of the letter so received are attached herewith and forms part of this report.

NUMBER OF MEETING OF BOARD OF DIRECTORS

The Board met Six (6) times during the financial year 2018-19 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.

During the FY 2018-19, there was not any appointment or cessation of Directors on the Board of Directors of the Company. Further Smt Annu Garg was appointed as Chief Executive Officer of the Company w.e.f. December 20, 2018. Shri S D Sharma ceased to be Chief Executive Officer with effect from December 20, 2018.

The strength of the Board of Directors of NECL as on March 31, 2019 was three, comprising three (3) Non Executive Directors

Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the FY 2018-19 are:

- Smt Annu Garg, CEO (w.e.f. December 20, 2018)

- Shri Abhay Prasad, CFO (w.e.f. August 9, 2017)

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.


18

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-IV.

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

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.




19


Annexure-I

MANAGEMENT DISCUSSION AND ANALYSIS REPORTNBCC 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

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

Consultancy works for NAMAMI GANGE Works in the state of Bihar• Modification of Ghats & Crematoria / Landscaping & Services• Condition Assessment for Sewerage / Surface Drain work

Public Health Engineering• Water Supply Networking• 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


20

Electrical• Electrical scheme Network• Internal & External Provisions• Sub-Station with DG Backup • HVAC System• Fire Alarm System• Cost analysis & tender preparation

OUTLOOKAs 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 PERFORMANCENECL has not earned any profit during the FY 2018-19.STRENGTHS:a) A dedicated team of Architects, Structure Engineers, PHE Engineers & Electrical Engineers working

together under one setup.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.

WEAKNESSLess scope for outside projects outside NBCC, as NECL is a new organization. It has low credentials for Public Tenders. OPPORTUNITIESNECL can enter into following new areas of operations for increasing the revenue/ turnover:-a. Third Party Inspection (TPI)b. Vetting of Detailed Project Reportc. Proof Checking Of Structural DesignTHREATS, RISKS & CONCERNSa. 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 RESOURCESNECL adopts H R Policies of its holding company NBCC (India) Limited.CAUTIONARY STATEMENTAll 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.

21


Annexure-II

CORPORATE GOVERNANCE REPORT

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. Smt. Annu Garg 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 made by the Directors.

Number of Board Meetings

The Board met 6 times on May 10, 2018, August 06, 2018, September 20, 2018, November 03, 2018, January 15, 2019 and February 7, 2019 during the financial year 2018-19.

Name of Director 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*

Shri Neelesh Shah

6 6 Yes 3 3

Shri N P Aggarwal

6 2 No - NIL

Shri M B Singhal

6 6 Yes 1 NIL

* Only membership in Audit Committee and Stakeholders’ Relationship Committee of other Listed Public Companies are taken into account.


22

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 CommitteeProvisions 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 MeetingThe Fourth Annual General Meeting (AGM) of the Company will be held on Monday, September 9, 2019 at the Conference room, NBCC Bhawan, Lodhi Road, New Delhi-110003.

Means of CommunicationThe 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 YearThe financial year of the Company commenced from April 01, 2018 and ended on March 31, 2019.

Listing on Stock Exchange

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

Share holding Pattern

Name of Shareholder As on 31.03.2019NBCC (India) Ltd. 9,99,400Shri Nirmal Prakash Aggarwal 100*Shri Mukat Bihari Singhal 100*Smt. Baldev Kaur Sokhey 100*Shri Neelesh Manherlal Shah 100*Shri Yogesh Sharma 100*Shri Parvindar Kumar Chamanlal Seth 100*

* Holding share as nominee shareholder of NBCC (India) Ltd.

23


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:

NBCC Engineering & Consultancy Limited

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 non-Executive Director.

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

• 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.

CHIEF EXECUTIVE OFFICER DECLARATIONI, Annu Garg, 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, 2019.

Sd/-Place: New Delhi Annu Garg Date: August 6, 2019 Chief Executive Officer


24

Annexure-A

REPORT ON CORPORATE GOVERNANCE

To,

The Members,

NBCC Engineering & Consultancy Limited

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, 2019 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]

Sd/-CA Yogesh Malik

Place: New Delhi, PartnerDate: May 04, 2019 Membership No. [074635]

25


MANAGEMENT’S REPLY TO AUDITORS’ REPORTON CORPORATE GOVERNANCE (FY 2018-19)

S. No. AUDITORS’ COMMENTS MANAGEMENTS’ REPLY1. The Company is yet to constitute an

Audit Committee and Remuneration Committee of the Board as required in DPE guidelines.

Pursuant to the notification from Ministry of Corporate Affairs (MCA) dated July 05, 2017, exemption for appointment of Independent Directors provided to the unlisted wholly owned subsidiary companies. Further pursuant to the Companies Act, 2013 the constitution of Audit and Nomination & Remuneration Committee are as follows:

Audit Committee (Section 177): The Audit Committee shall consist of minimum three directors with Independent directors forming majority.

Nomination and Remuneration Committee: Shall constitute with three or more non-executive Directors out of which not less than one-half shall be independent Directors.

As NBCC Engineering & Consultancy Limited being a wholly owned subsidiary of NBCC (India) limited it being exempted from appointment of Independent Directors. Consequently, NECL have been exempted with the requirement of constituting an Audit Committee and Nomination & Remuneration Committees as there is no requirement of appointment of Independent Directors.

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

3. Being a wholly owned subsidiary of NBCC India Ltd., the policies, guidelines, etc of NBCC are being followed by Engineering & Consultancy Limited till their own policies are formulated and adopted.

Noted




26

CEO/CFO CERTIFICATIONToBoard of DirectorsNBCC Engineering & Consultancy LimitedWe, Annu Garg, 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,

2019 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 2018-19.ii. That there are no significant changes in accounting policies during the year 2018-19. iii. That there are no instances of significant fraud of which we have become aware.

Sd/- Sd/-Annu Garg Abhay PrasadChief Executive Officer Chief Financial Officer

Place: New DelhiDate: August 6, 2019

Annexure-IIIAOC-2

Particulars of contracts / arrangements made with related partyDisclosure of particulars of contracts/ arrangements entered into by the company with related parties

referred to in sub section (1) of section 188 of the Companies Act,2013

Details of contracts / arrangements or transactions at arms length basis for the FY 2018-19

Name of Related Party and Nature of Contract

Relationship Duration of Contract Sailent Features Amount (Rs in Lacs)

NBCC India Limited Holding Company As per Board approval Services Provided 84.80Services Receipt 2.60

Sd/-Neelesh Manherlal Shah

Place: New Delhi ChairmanDate: August 06, 2019 DIN-07444898

27


Annexure-IV

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2019Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS: 1 CIN U74992DL2015GOI2885272 Registration Date December 15, 20153 Name of the Company “NBCC Engineering & Consultancy Limited“4 Category/Sub-category of the Company Company Limited by Shares

Government Company5 Address of the Registered office & contact

details“25, NBCC Place, Pragati Vihar, Bhisham Pitahmah Marg, New Delhi -110003“E-mail: [email protected], Contact: 011-24367314

6 Whether listed company No7 Name, Address & contact details of the

Registrar & Transfer Agent, if any.N.A.

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)

S. No. Name and Description of main products / services NIC Code of the Product/service

% to total turnover of the company

1 Consultancy and Engineering Company 41001 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S.

No.Name and address of the Company

CIN/GLN Holding/ Subsidiary/ Associate

% of shares held Applicable Section

1 NBCC (India) Limited

L74899DL1960GOI003335 Holding 100 2(46)


28

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

Category of Shareholders

“No. of Shares held at the beginning of the year [As on 1-April-2018]”

“No. of Shares held at the end of the year [As on 31-March-2019]”

% Change during

the year Demat Physical Total % of

Total Shares

Demat Physical Total % of Total

SharesA. Promoters(1) Indiana) 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) Foreigna) 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 Shareholding1. Institutionsa) 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-Institutionsa) Bodies Corp.i) Indian - 0.00% - 0.00% 0.00%ii) Overseas - 0.00% - 0.00% 0.00%b) Individualsi) Individual shareholders holding nominal share capital upto Rs. 1 lakh

- 0.00% - 0.00% 0.00%

29


Category of Shareholders

“No. of Shares held at the beginning of the year [As on 1-April-2018]”

“No. of Shares held at the end of the year [As on 31-March-2019]”

% Change during

the year ii) Individual shareholders holding nominal share capital in excess of Rs 1 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%

(ii) Shareholding of Promoter

S No. Shareholder’s Name Share holding at the beginning of

the year Share holding at the end of the year

% change in shareholding

during the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged/

encumbered to total shares

No. of Shares

% of total

Shares of the

company

% of Shares Pledged /

encumbered to total shares

1 NBCC (India) Limited 999,400 99.94% 0.00% 999,400 99.94% 0.00% 0.00%2 Shri NP Aggarwal 100 0.01% 0.00% 100 0.01% 0.00% 0.00%3 Shri MB Singhal 100 0.01% 0.00% 100 0.01% 0.00% 0.00%4 Smt BK 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% 0 0.00% 0.00% 0.00%7 Shri PK Seth 100 0.01% 0.00% 100 0.01% 0.00% 0.00%8 Shri Yogesh Sharma 0 0.00% 0.00% 100 0.01% 0.00% 0.00%

Total 1,000,000 100.00% 0.00% 1,000,000 100.00% 0.00% 0.00%


30

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

S No. Particulars Date Reason Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares

No. of shares % of total shares

At the beginning of the year 1/4/2018 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 31/3/2019 1,000,000 100.00% 1,000,000 100.00%

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

S No.

For each of the Top 10 shareholders

Date Reason Shareholding at the beginning of the year


No. of shares

% of total shares

No. of shares

% of total shares

At the beginning of the year 1/4/2018 - 0.00% - 0.00%Changes during the year - 0.00% - 0.00%At the end of the year 31/3/2019 - 0.00% - 0.00%

(v) Shareholding of Directors and Key Managerial Personnel:

S No.

Shareholding of each Directors and each Key Managerial Personnel

Date Reason Shareholding at the beginning of the year


No. of shares

% of total shares

No. of shares

% of total shares

1 SHRI NEELESH SHAHAt the beginning of the year 1/4/2018 100 0.01% 100 0.01%Changes during the year 0.00% 0.00%At the end of the year 31/3/2019 100 0.01% 100 0.01%

2 SHRI MUKAT B SINGHALAt the beginning of the year 1/4/2018 100 0.01% 100 0.01%Changes during the year 0.00% 0.00%At the end of the year 31/3/2019 100 0.01% 100 0.01%

3 SHRI NP AGGARWALAt the beginning of the year 1/4/2018 100 0.01% 100 0.01%Changes during the year 0.00% 0.00%At the end of the year 31/3/2019 100 0.01% 100 0.01%

31


V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Amt. Rs./Lacs)Particulars Secured Loans

excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial yeari) 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 yeari) Principal Amount - - ii) Interest due but not paid - iii) Interest accrued but not due - Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Amt. Rs./Lacs)S No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

NameDesignation

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 -


32

S No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

3 Sweat Equity - 4 Commission -

- as % of profit - - others, specify -

5 Others, please specifyTotal (A) - - Ceiling as per the Act

B. Remuneration to other Directors (Amt. Rs./Lacs)

S No. Particulars of Remuneration Name of Directors Total Amount1 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

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD(Amt. in Rs.)

S No. Particulars of Remuneration Name of Key Managerial Personnel

Total Amount

Name Annu Garg Abhay PrasadDesignation CEO CFO

1 Gross salary 64,13,850 19,08,638 83,22,488The Remuneration of Key Managerial Personnals included in various schedules to Statement of Profit & Loss

-

2 Stock Option - 3 Sweat Equity - 4 Commission

- as % of profit - - others, specify -

5 Others, please specify - Total 64,13,850 19,08,638 83,22,488

33


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the

Companies ActBrief

DescriptionDetails of Penalty

/ Punishment/ Compounding fees

imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give Details)

A. COMPANYPenalty NA NA NA NAPunishmentCompoundingB. DIRECTORSPenalty NA NA NA NAPunishmentCompoundingC. OTHER OFFICERS IN DEFAULTPenalty NA NA NA NAPunishmentCompounding

For NBCC Engineering & Consultancy Limited

Sd/-Neelesh Manherlal Shah



34

C & AG COMMENTS

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 2019

The preparation of financial statements of NBCC ENGINEERING & CONSULTANCY LIMITED for the year ended 31 March 2019 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 143 of the Act based on independent audit in accordance with the standards on auditing prescribed under section 143 (10) of the Act. This is stared to have been done by them vide their Audit Report dated 04 May 2019.

I, on behalf of the Comptroller and Auditor General of India, have decided not to conduct the supplementary audit of financial statements of NBCC ENGINEERING & CONSULTANCY LIMITED for the year ended 31 March 2019 under section 143 (6) (a) of the Act.

For and on behalf of the Comptroller and Auditor General of India

Sd/-(Prachi Pandey)

Principal Director of Commercial AuditPlace: New Delhi & Ex-officio Member, Audit Board-I,Dated: 24 June 2019 New Delhi

35


F I N A N C I A L S T A T E M E N T


36

INDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OF

NBCC ENGINEERING & CONSULTANCY LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of of NBCC ENGINEERING & CONSULTANCY LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information obtained at the date of this auditor’s report comprises the information,Identification of Related Parties and description of transactions with them and Description of Contractual Obligation, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

37


If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.


38

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit 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 including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 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 A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) We enclose our reports in terms of Section 143 (5) of the Act, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information & explanations given to us, in the “Annexure C” on the directions and sub directions issued by Comptroller and Auditor General of India.

39


h) With respect to the other matter to be included in the Auditor’s Report in accordance with the requirements of section 197(16), as amended;in our opinion and to the best of our information and according to the explanations given to us, the company has not paid/ provided for any managerial remuneration during the year.

i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company 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 were no amount which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2019.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.



Sd/-CA Yogesh Malik

Place: New Delhi PartnerDate: May 04, 2019 Membership No. [074635]


40

Annexure-ATO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of NBCC ENGINEERING & CONSULTANCY LIMITED even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. We have audited the internal financial controls over financial reporting of NBCC ENGINEERING & CONSULTANCY LIMITED (“the Company”) as of 31 March, 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. 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

3. 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.

4. 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 standalone Ind AS financial statements, whether due to fraud or error.

5. 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.

41


Meaning of Internal Financial Controls over Financial Reporting

6. 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 (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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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

7. 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

8. 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, 2019, 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.



Sd/-CA Yogesh Malik



42

Annexure-BTO THE INDEPENDENT AUDITOR’S REPORT

Referred to in paragraph 2under ‘Report on Other Legal and Regulatory Requirements’ section of the Independent Auditors’ Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March, 2019, we report that:

1. In our opinion and according to the information and explanations given to us, the company does not have any fixed assets. Therefore the provision of the Clause (i) of paragraph 3 of the order is not applicable to the company.

2. In our opinion and according to the information and explanations given to us, the company does not have any stock of raw materials, consumables and finished goods. Therefore the provision of the Clause (ii) of paragraph 3 of the order is not applicable to the company.

3. In respect of the loans, secured or unsecured, granted by the Company to companies, firm or other parties covered in the register maintained under section 189 of the Companies Act, 2013:

a. As per the information and explanations provided to us, the company has not granted any secured or unsecured loan to any party during the year which are covered in the register maintained under section 189 of the companies Act, 2013 as such the provisions of the Clause (iii), (iii)(a), (iii)(b) and (iii)(c) of paragraph 3 of the order are not applicable to the company.

4. According to information and explanations provided to us, the company has not given or provided any loans, investments, guarantees, and security in non-compliance to the provisions of section 185 and 186 of the companies Act, 2013.

5. According to information and explanations provided to us, the Company during the year has not accepted any deposits under the provision of the Companies Act, 2013 and the rules framed thereunder. Therefore, the provisions of the Clause (v) of paragraph 3 of the order are not applicable to the company.

6. As per information and explanations given to us, the Company has not done any business activities during the year, therefore the provisions regarding the maintenance of cost records under section 148 of the Companies Act, 2013 does not applicable in case of the company; and, the provisions of the Clause (vi) of paragraph 3 of the order are not applicable to the company.

7. In respect of statutory dues:

a. According to the information and explanations given to us, the company is generally regular in depositing undisputed statutory dues with appropriate authorities and there is no such undisputed liability at the end of the year which were outstanding for a period of more than six months from the date these became payable by the company.

b. According to information and explanations provided to us, there are no disputed dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax or goods & service tax.

8. As per the information and explanations given to us, the company does not have any loans or borrowings from any financial institution, banks and government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

9. As per the information and explanations given to us, 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.

43


10. According to the information and explanations given to us, no any material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year of audit.

11. 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 any managerial remuneration during the year. Therefore, the provisions of the Clause (xi) of paragraph 3 of the order are not applicable to the company.

12. 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 to the company.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable Indian accounting standards.

14. According to the information and explanations given 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 under the provisions of section 42 of the Companies Act, 2013.

15. 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.

16. According to the information and explanations given to us and based on our examination of the records and working of the Company, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.



Sd/-CA Yogesh Malik



44

Annexure-CTO THE INDEPENDENT AUDITOR’S REPORT

Directions and sub-directions indicating the areas to be examined by the Statutory Auditors during the course of audit of Annual accounts of the NBCC ENGINEERING & CONSULTANCY LIMITED for the year 2018-19 issued by the Comptroller and Auditor General of India under section 143(5S) of the Companies Act 2013

Referred to in paragraph 1(g) under ‘Report on Other Legal and Regulatory Requirements’ section of the Independent Auditor’s Report of even date to the members of NBCC ENGINEERING & CONSULTANCY LIMITED on the standalone Ind AS financial statements for the year ended March 31, 2019.

Sl. No.

Directions / Sub-Directions Action Taken Impact on financial statement

A. Direction:1. Whether th company has system in

place to process all the accounting transactions through IT System? If yes, the implications of processing accounting transactions outside IT system on the integrity of the accounts along with the financial implications if any, may be stated

The company has processed all transactions for the year 2018-19 on the tally accounting software as being used by the company.

Nil

2. Whether there is restructuring of an exsting loan or cases of waiver / write off of debets / loans / interest etc. made by a lender to the Company due to the comapny’s inability to repay the loan? If yes, the financial impact may be stated.

There is no restructuring of any existing loans or cases of waiver / write off/ debts / loans / interest etc., by the company during the financial year 2018-19

Nil

3. Whether funds received or receivable for specific schemes form Central/ state agencies were properly accounted for / utilized as per its term and conditions? List the case of deviation.

There are no funds received by the company for any specific schemes from any central / state government agencies during the financial year 2018-19

Nil

B. Sub-Directions : NIL



Sd/-CA Yogesh Malik


45


BALANCE SHEET AS MARCH 31, 2019Figures in Amount (`)

Particulars Note No. “As at March 31, 2019” “As at March 31, 2018”I. ASSETS1 Non-Current Assets

(a) Property, Plant and Equipment (i) Tangible Assets 2 66,557 122,059 (b) Other Intangible Assets 3 119,156 219,685 (c) Deferred Tax Asset (Net) 4 10,721,977 6,300,360

10,907,690 6,642,104 2 Current Assets

(a) Financial Assets (i) Trade Receivables 5 25,369,377 14,455,596 (ii) Cash and Cash Equivalents 6 188,633 161,401 (iii) Other Bank Balances 7 200,047 1,902,143 (iv) Other Financial Assets 8 1,049,421 989,254 (b) Current Tax Assets (Net) 9 11,184,682 7,843,544 (c) Other Current Assets 10 146,327 943,251

38,138,486 26,295,191 TOTAL ASSETS 49,046,176 32,937,294 II. EQUITY AND LIABILITIES1. Equity(a) Equity Share capital 11 10,000,000 10,000,000 (b) Other Equity (38,698,674) (23,399,195)Total Equity (28,698,674) (13,399,195)

2 LiabilitiesNon-Current Liabilities(a) Financial Liabilities - - (b) Provisions - -

- - Current Liabilities(a) Financial Liabilities (i) Trade Payables 12 5,317,794 709,148 (ii) Other Financial Liabilities 13 11,407,894 6,808,476 (b) Other Current Liabilities 14 61,019,162 38,818,865

77,744,850 46,336,489 TOTAL EQUITY & LIABILITIES 49,046,176 32,937,294

Significant Accounting Policies & Notes on Financial Statements 1 to 27

For and on behalf of NBCC Engineering & Consultancy Limited

Sd/- Sd/- Sd/- Sd/- Sd/-N. M. Shah N.P. Aggarwal M.B. Singhal Annu Garg Abhay PrasadChairman Director Director CEO CFO

DIN:07444898 DIN:07282205 DIN:07282642

As per our Report of even date attachedFor P A R Y & Co.

Chartered Accountants(ICAI Firm Reg. No: 007288C)

Sd/-(Yogesh Malik)

Place: New Delhi PartnerDate : May 04, 2019 Membership No: 074365


46

Statement of Profit and Loss for year ended on March 31, 2019Figures in Amount (`)

Particulars Note No. For the year ended on March 31, 2019

For the year ended on March 31, 2018

I. Revenue From OperationsValue of Services 15 45,958,843 23,222,292

II. Other Income 16 174,758 166,930 III. Total Income (I + II) 46,133,601 23,389,222 IV. Expenses:

Cost of Materials Consumed - - Change in Inventories - - Work & Consultancy Expenses 17 10,749,711 2,230,044 Employee Benefits Expense 18 51,104,920 42,527,037 Depreciation and Amortisation Expense 2 & 3 156,031 148,985 Other Expenses 19 3,831,479 4,857,451 Write offs 20 12,556 - Total Expenses (IV) 65,854,697 49,763,517

V. Profit before Exceptional Items and Tax (III-IV) (19,721,096) (26,374,295)VI. Exceptional Items - - VII. Profit before Tax (V - VI) (19,721,096) (26,374,295)VIII Tax Expense:

(1) Current Tax - - (2) Deferred Tax 21 (4,421,617) (5,523,723)

IX Profit / Loss for the period from continuing operations (VII-VIII)

(15,299,479) (20,850,572)

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) (15,299,479) (20,850,572)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)”

(15,299,479) (20,850,572)

XVI Earnings per Share(Face value of Rs.10/- per Equity Share) (1) Basic (in Rs. ) 22 (15.30) (20.85)(2) Diluted (in Rs.) (15.30) (20.85)

Significant Accounting Policies & Notes on Financial Statements 1 to 27For and on behalf of NBCC Engineering & Consultancy Limited


DIN:07444898 DIN:07282205 DIN:07282642



Sd/-(Yogesh Malik)


47


Statement of Changes in Equity as at March 31, 2019 A. Equity Share Capital

Figures in Amount (`)

Particulars“Balance at the beginning of the reporting period”

Changes in equity share capital during

the year

Redemption of equity share capital

during the year

Balance at the end of reporting period

Balance as at March 31, 2018 10,000,000 - - 10,000,000 Balance as at March 31, 2019 10,000,000 - - 10,000,000

A. Equity Share Capital


Particulars

Reserves and Surplus Other comprehensive income

Total

General reserve Retained Earnings Remeasurement of defined benefit plans

Balance as at March 31, 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 March 31, 2018 - (23,399,195) - (23,399,195)Profit for the period - (15,299,479) - (15,299,479)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 March 31, 2019 - (38,698,674) - (38,698,674)



DIN:07444898 DIN:07282205 DIN:07282642



Sd/-(Yogesh Malik)



48


Cash Flow Statement for the year ended on March 31, 2019Figures in Amount (`)

Particulars For the year ended on March 31, 2019


A. Cash flows from operating activitiesNet profit before tax and extraordinary items (19,721,095.56) (26,374,294.99)Adjustment for:Depreciation 156,031.00 148,985.00 Interest Received (174,757.82) (166,929.75)Operating Profit before Working Capital Changes (19,739,822.38) (26,392,239.74)Adjustment for:Decrease /(Increase) in Other Financial Assets (Non Current)Decrease/(Increase) in Trade receivables (10,913,780.32) (10,785,410.02)Decrease/(Increase) in Other Financial Assets (60,167.00) (345,250.18)Decrease/(Increase) in Current Tax Assets (3,324,468.00) (2,472,330.00)Decrease/(Increase) in Other Current Assets 796,924.69 1,048,508.51 (Decrease) /Increase in Trade payables 4,608,646.06 427,645.00 (Decrease) /Increase in Other financial liabilities (Current) 4,599,417.85 2,745,864.20 (Decrease) /Increase in Other Current Liabilities 22,200,296.35 35,717,775.79 Cash generated from Operations before Extra Ordinary Items (1,832,952.75) (55,436.44)Extraordinary Items - - Direct Taxes Paid - - Net Cash from Operating Activities (A) (1,832,952.75) (55,436.44)

B. Cash Flows from Investing Activities:Purchase of Property, Plant and Equipment and other Intangible Assets

- (418,440.00)

Fixed deposits placed with Banks having original maturity of more than 3 months

1,702,096.52 385,297.22

Interest Received (Net of Tax Deducted at Source) 158,087.84 150,585.58 Net Cash from Investing Activities: (B) 1,860,184.36 117,442.80

C. Cash Flows from Financing Activities:Equity Share Capital Issued - - Net Cash from Financing Activities (C) - - Net Increase in Cash and Cash Equivalent (A) + (B) + (C) 27,231.61 62,006.36

Cash and Cash Equivalents - Opening 161,401.21 99,394.85 Cash and Cash Equivalents - Closing 188,632.82 161,401.21

i) Cash and Cash Equivalents Includes:a) Cash in Hand & Stamp in Hand - - b) Balances / Fixed Deposits/Call Deposits with Banks 188,632.82 161,401.21

188,632.82 161,401.21 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.For and on behalf of NBCC Engineering & Consultancy Limited


DIN:07444898 DIN:07282205 DIN:07282642



Sd/-(Yogesh Malik)


49


NOTE: 1 SIGNIFICANT ACCOUNTING POLICIES1.1. 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.

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 Director on May 4, 2019.

1.3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

1.4. OVERALL CONSIDERATIONS

The standalone financial statements have been prepared using the significant accounting policies and measurement bases that are in effect at 31st March 2019, as summarised below.

1.4.1. REVENUE RECOGNITION

The Company derives revenues primarily from Engineering and Consultancy services for execution of civil, Mechanical, Electrical, Electronic, Hydraulic, all foundation & structural design, Information & technology and any other engineering works / project related to construction and development of all kinds i.e. any building (residential, commercial, hospitals or industrial etc), Townships, infrastructure and other construction or conveniences of all kinds.

For contracts where there is one performance obligation, revenue is recognized over time based on the input method of measuring progress as in these contracts; the customer receives and uses the benefits simultaneously.

Where the contracts include multiple performance obligations, the transaction price is allocated to each performance obligation based on the stand-alone selling prices. The revenue is recognized at a point in time when the performance obligation is completed.

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 estimate.


50

4. Extra / Substituted items and the Claims lodged against clients to the extent considered realizable.

Other Income

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:

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

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 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.

51


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


52

• 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.

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.

53


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.


54

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 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.

55


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.


56

Notes to Financial StatementsNote: 2 Tangible Assets (Not Under Lease)


S. No

Property, Plant and

Equipment

Gross Carrying Amount (At Cost) Accumulated Depreciation Net Book Value

As at April 1,

2018 (Opening)

Addi-tions

Dis-posals

As at March

31, 2019 (Closing)

As at April 1,

2018 (Opening)

Addi-tions

Dis-posals

As at March

31, 2019 (Closing)

As at March

31, 2018 (Closing)

As at March

31, 2019 (Closing)

1 Office Equipment

175,222 - - 175,222 53,163 55,502 - 108,665 122,059 66,557

- - Total 175,222 - - 175,222 53,163 55,502 - 108,665 122,059 66,557 Previous Year

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

Note: 3 Other Intangible Assets


S. No

Property, Plant and

Equipment

Gross Carrying Amount (At Cost) Accumulated Depreciation Net Book Value

As at April 1,

2018 (Opening)

Addi-tions

Dis-posals

As at March

31, 2019 (Closing)

As at April 1,

2018 (Opening)

Addi-tions

Dis-posals

As at March

31, 2019 (Closing)

As at March

31, 2018 (Closing)

As at March

31, 2019 (Closing)

1 Computer Software

317,460 - - 317,460 97,775 100,529 - 198,304 219,685 119,156

- - Total 317,460 - - 317,460 97,775 100,529 - 198,304 219,685 119,156 Previous Year

- 317,460 - 317,460 - 97,775 - 97,775 - 219,685

Note: 4 Movements in deferred tax Assets/(Liabilities)


Deferred Tax Assets/(Liabilities) (Net)

As at April 1, 2018

(Charged) / Credited to

Profit & Loss

As at March 31,

2019

As at April 1, 2017

(Charged) / Credited to

Profit & Loss

As at March 31,

2018Deferred Tax Assets/(Liabilities)Depreciation (1,818) (1,963) (3,781) (1,117) (701) (1,818)Business loss 6,302,178 4,423,580 10,725,758 777,754 5,524,424 6,302,178 Total 6,300,360 4,421,617 10,721,977 776,637 5,523,723 6,300,360

57


Note: 5 Figures in Amount (`)Trade Receivables As at March 31, 2019 As at March 31, 2018Secured: Unsecured:Other Trade recievables: Considered good - Due from Holding Company 6,387,068 11,935,770 - Due from Group Company (HSCL) 1,738,942 2,116,923 - Due from Others 17,243,367 402,903 Total 25,369,377 14,455,596

Note: 6 Figures in Amount (`)Cash and Cash Equivalents As at March 31, 2019 As at March 31, 2018Balances with Banks in Current Account 188,633 161,401 Total 188,633 161,401

Note: 7 Figures in Amount (`)Bank balance other than above As at March 31, 2019 As at March 31, 2018Other Bank BalancesBank deposits more than 3 months and upto 12 months Maturity 200,000 1,900,000 Interest Accrued on Fixed Deposits 47 2,143 Total 200,047 1,902,143

Note: 8 Figures in Amount (`)Other Financial Assets As at March 31, 2019 As at March 31, 2018Earnest Money & Security Deposit 26,116 24,171 Earnest Money & Security Deposit Group Company (HSCL) 304,981 240,227 Retention Money & Security Deposit with Holding Company 718,324 724,856 Total 1,049,421 989,254

Note: 9 Figures in Amount (`)Current Tax Assets (Net) As at March 31, 2019 As at March 31, 2018Advance Income Tax/TDS - Tax Deducted at Source FY 2018-19 3,333,080 - Tax Deducted at Source FY 2017-18 2,496,732 2,488,674 - Tax Deducted at Source FY 2016-17 5,354,870 5,354,870 Less: Provision for Taxation - - Total 11,184,682 7,843,544


58

Note: 10 Figures in Amount (`)

Other Current Assets As at March 31, 2019 As at March 31, 2018Advances to PRWs, Suppliers & Others Secured Considered Good - - Unsecured Considered Good(Due from NSL) - - Unsecured Considered Doubtful - - Less: Provision - - - - Balances with Government Authorities 89,410 943,251 Prepaid Expenses 56,917 - Total 146,327 943,251


Share CapitalAs at March 31, 2019 As at March 31, 2018

Number Amount Number AmountAuthorised: Equity Shares of Rs. 10/- each 2,000,000 20,000,000 2,000,000 20,000,000 Issued ,Subscribed & Paid upFully 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

Note: 11 A Figures in Amount (`)


Number Amount Number AmountShares outstanding at the beginning of the year 1,000,000 10,000,000 1,000,000 10,000,000 Add : shares issued during the yearShares outstanding at the end of the year 1,000,000 10,000,000 1,000,000 10,000,000

Note 11 BShareholders holding more than 5% of fully paid-up equity shares:



Number of Shares Percentage Number of Shares PercentageNBCC (INDIA) LIMITED 999400 99.94% 999400 99.94%

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 As at March 31, 2019 As at March 31, 2018Due to Micro, Small and Medium Enterprises - - Due to others - Trade Payables for Material/Supplies - - Trade Payables for Works & Services - (i) Payables to Group companiy (NSL) 837,006 561,640 (ii) Payables to Others 4,480,788 147,508 Total 5,317,794 709,148

59



Other financial liabilities (Current) As at March 31, 2019 As at March 31, 2018Earnest Money & Security Deposits 836,585 310,960 Other Payables 10,571,309 6,497,516 Total 11,407,894 6,808,476


Other Current Liabilities As at March 31, 2019 As at March 31, 2018Taxes Payable 3,327,536 1,488,550 Other Payables to Holding Company 57,691,626 37,330,316 Total 61,019,162 38,818,865


Revenue from Operations For the year ended on March 31, 2019


Value of ServicesValue of Work Done 45,958,843 23,222,292 Total 45,958,843 23,222,292


Other Income For the year ended on March 31, 2019


Interest Income (i) From Banks 174,758 166,930 Total 174,758 166,930


Work and Consultancy Expenses For the year ended on March 31, 2019


Consultancy 10,749,711 2,230,044 Total 10,749,711 2,230,044


Employee Benefits Expense For the year ended on March 31, 2019


Salaries and incentives 41,640,037 33,457,536 Gratuity fund contributions / Provisions 1,043,079 942,116 Post Retirement Medical Benefit 1,342,340 1,212,411 Leave Encashment 2,409,273 2,154,527 Performance Linked Incentive 38,171 390,285 Staff welfare expenses 296,172 443,256 Provident fund contributions 2,650,587 2,658,093 Pension fund contributions 1,685,261 1,268,813 Total 51,104,920 42,527,037

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:-


60



Salaries and Incentives 7,058,124 5,591,844 Provident Fund Contribution 388,702 346,944 Provision for Retirement Benefits 875,662 838,444 Total 8,322,488 6,777,232




Auditor's Remuneration 105,000 80,000 Bank charges & Guarantee Commission 2,395 1,806 Hire Charges Others 1,280,404 976,990 Interest Others 5,564 62,469 Legal & Professional Charges 67,850 33,904 Miscellaneous Expenses 191,950 480,760 Postage & Telephone 16,243 53,290 Printing & Stationery 443,092 320,843 Rates & Taxes - 8,434 Rent 259,716 436,422 Repairs & Maintenance 460,179 674,410 Travelling & Conveyance 726,962 1,090,553 Water. Electricity & Allied charges 272,124 637,570 Total 3,831,479 4,857,451

Note: 19 A Figures in Amount (`)

Payment to Auditors For the year ended on March 31, 2019


Audit fee 60,000 50,000 Tax Audit 12,000 10,000 Quarterly Limited Review 27,000 15,000 Certification 6,000 5,000 Total 105,000 80,000


Write offs: For the year ended on March 31, 2019


Trade Receivables - - Loans and Advances 12,556 - Total 12,556 -


Tax Expense For the year ended on March 31, 2019


Tax expense comprises of:Current income tax - - Deferred tax (4,421,617) (5,523,723)Total (4,421,617) (5,523,723)

61


Note: 21 A

The major components of Income Tax Expense and the reconciliation of Expected Tax Expense based on the Domestic Effective Tax Rate of the Company and the reported Tax Expense in Profit or Loss are as follows:


Tax Reconciliation For the year ended on March 31, 2019


Accounting Profit before Tax from Continuing Operations (19,721,096) (26,374,295)Accounting Profit before Income Tax (19,721,096) (26,374,295)At India’s Statutory Income Tax Rate 26.00% 25.75%Income Tax / Deffered Tax (5,127,485) (6,791,381)Effect of change in Tax Rate (61,186) 107,957 Effect of Non-Deductible Expenses 767,054 1,159,701 Tax Expense (4,421,617) (5,523,723)Effective Tax Rate 22.42 20.94

Note: 22

The 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.


Tax Reconciliation For the year ended on March 31, 2019


Profit attributable to equity holders of the parent: Continuing operations (15,299,479) (20,850,572)Discontinued operation - - Profit attributable to equity holders of the parent for basic earnings (15,299,479) (20,850,572)Profit attributable to equity holders of the parent adjusted for the effect of dilution (15,299,479) (20,850,572)

Weighted average number of Equity shares for basic EPS* 1,000,000 1,000,000 Earnings per equity share (for continuing operation):(1) Basic (15.30) (20.85)(2) Diluted (15.30) (20.85)

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: 23

Related party transactions

Group Companies Key Managerial Personnel

NBCC (India) Limited (Holding Company) Mr. N. M. Shah,Chairman

NBCC Services Limited (NSL) Mr. N. P. Aggarwal, Director

Hindustan Steelworks Construction Limited (HSCL) Mr. M. B. Singhal, Director

Mr. S.D. Sharma, CEO (Ceased to be CEO wef 19th December 2018

Smt. Annu Garg, CEO (Appointed as CEO wef 20th December 2018)

Mr. Abhay Prasad, CFO


62

(i) Statement of transactions with related parties


Nature of Transaction

As at March 31, 2019 As at March 31, 2018NBCC NBCC

Services Limited

HSCL NBCC NBCC Services Limited

HSCL

Amount Received / (Paid) 15,970,316 (510,026) 2,136,499 30,447,823 (763,120) 2,782,240 Advances for works - - - - - - Services received 259,716 729,713 - 436,422 1,301,890 - Services provided 8,480,050 16,183 1,688,215 18,013,132 - 4,804,515 Other Transactions - - - - - - Amount Receivable / (Payable) (50,586,234) (837,006) 1,738,942 (24,669,689) (561,640) 2,357,150

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. - 18

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 3/31/2019 3/31/2018Net debt - - Total equity (28,698,674) (13,399,195)Net debt to equity ratio 0% 0%

Note -25

Operating Segments

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

Note -26

Disclosure w.r.t Ind AS 115

The Company has aligned its policy of revenue recognition with Ind AS 115 “Revenue from Contracts with Customers” which is effective from April 1, 2018. It has been assessed that the initial application of Ind AS 115 upto March 31, 2018 has NIL impact on the Contract Assets, Contract Liabilities or Retained earnings of the Company.

63


Description Balance as on 31st March 2018

Adjustment as per Ind AS 115

Balance as on 1st April 2018

EquityRetained earning (2,33,99,195) - (2,33,99,195)

Description Balance as on 31st March 2018

Adjustment as per Ind AS 115

Balance as on 1st April 2018

AssetsAccounts receivable 2,53,69,377 - 2,53,69,377Inventory - - - Deferred tax assets 1,07,21,977 - 1,07,21,977Unbilled revenue - - - Security deposit 10,49,421 - 10,49,421 LiabilitiesAdvance from customers - - - Deferred tax liabilities - - - Security deposit 8,36,585 - 8,36,585 Revenue received in advance - - - Other payables 1,05,71,309 - 1,05,71,309 EquityRetained earning (3,86,98,674) - (3,86,98,674)

Significant changes in contract assets and liabilities

Contract liabilities - Advance from customers 31st March 2019Opening balance of Contract liabilities - Advance from customers - Less: Amount of revenue recognised against opening contract liabilities - Add: Addition in balance of contract liabilities for current year - Closing balance of Contract liabilities - Advance from customers -

Contract liabilities - Deferred income 31st March 2019Opening balance of Contract liabilities - Revenue received in advance - Add: Amount of revenue recognised reversed on Transition - Less: Amount of revenue recognised against opening contract liabilities - Add: Addition in balance of contract liabilities for current year - Closing balance of Contract liabilities - Revenue received in advance -

Contract liabilities - Security deposit 31st March 2019Opening balance of Contract liabilities - Security deposit 3,10,960 Less: Amount of unwinding on Transition - Less: Amount of unwinding reversed during the year - Add: Addition in balance of contract liabilities for current year 5,25,625 Closing balance of Contract liabilities - Security deposit 8,36,585

Contract assets - Unbilled revenue 31st March 2019Opening balance of Contract assets - Unbilled revenue - Add: Amount of revenue recognised on Transition - Less: Amount of unbilled revenue transferred to trade receivables - Add: Addition in balance of contract assets for current year - Closing balance of Contract assets - Unbilled revenue -


64

Contract assets - Security deposit 31st March 2019Opening balance of Contract assets - Security deposit 9,89,254 Less: Amount of unwinding reversed during the year 1,56,286 Add: Addition in balance of contract assets for current year 2,16,453 Closing balance of Contract assets - Security deposit 10,49,421

Revenue recognised in relation to contract liabilities

Ind AS 115 also requires disclosure of ‘revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period’ and ‘revenue recognised in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods. Same has been disclosed as below:

Contract assets - Security deposit 31st March 2019Amounts included in contract liabilities at the beginning of the year - Performance obligations satisfied in previous years -

-

Disaggregation of revenue

There is only stream of revenue from operations i.e. sale of service through Engineering and architectural Consultancy services (Note -15). Same has been disclosed below:

Description Revenue from contract with customer 45,958,843 Other revenue -

45,958,843

Assets and liabilities related to contracts with customers

DescriptionAs at 31 March 2019 As at 31 March 2018

Non-current Current Non-current CurrentContract assets related to sale of serviceUnbilled revenue - - - - Security deposit, if any - 10,49,421 - 9,89,254 Contract liabilities related to sale of serviceAdvance from customers - - - - Revenue received in advance - - - - Security deposit, if any - 8,36,585 - 3,10,960

Performance obligation of the Company

“The agreement with the customer specifies the obligation of the Company wherein “”NECL”” is responsible for

(i) Preparation of Preliminary Concept Report of the project,

(ii) Preparation of Detailed Project Report DPR including preliminary schemes and estimate and its approval,

(iii) Preparation of required drawings and approval from all local Authorities.

(iv) Preparation of detailed drawings, tender documents, Specifications, Finishing Schedule, Detailed Measurements and estimates.

The customer can benefit from each of the above together with other available resources which are available on stand-alone basis as they have a standalone fair value to the Customer. The Company is providing a significant integration service of combining the above mentioned goods and services. Each service offered by the Company to its customer is interlinked with other service in order to achieve one commercial objective as per contract and therefore service customize other service promised in the contract and represent a ‘single performance obligation’,i.e., to deliver fully developed set-up as agreed in the contract with customers.”

65


The table below presents disaggregated revenues (Note - 15) from contracts with customers for the year ended March 31, 2019 by nature and contract-type:

Disaggregation of Revenue By: Types of Services by Nature Consultancy Total

Type of ContractCost plus contracts - - Fixed Price Contracts 45,958,843 45,958,843

Total 45,958,843 45,958,843

Timing of Satisfaction of Performance obligationOver the period of time 45,958,843 45,958,843 At a point of time - -

Total 45,958,843 45,958,843

Method of Measurement of Performance obligationInput Method 45,958,843 45,958,843 Output Method - - Stand-alone selling price - -

Total 45,958,843 45,958,843 The company classifies the right to consideration in exchange for deliverables as non-interest bearing receivable.

A receivable is a right to consideration that is unconditional upon passage of time. Revenue from sale of services is recognized upon satisfaction of Performance obligation.

Invoicing to the clients is based on milestones as defined in the contract. The revenue is recognized over the period of time when the performance obligation is completed.

Trade receivable are presented net of impairment if any in the Balance Sheet.

Performance obligations and remaining performance obligations

Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts as the revenue recognized corresponds directly with the value to the customer of the entity’s performance completed to date. Remaining performance obligation estimates are subject to change and are affected by several factors, such as changes in the scope of contracts, periodic revalidations, terminations and adjustment for revenue that has not materialized.

Note 27

Financial Assets and Liabilties

The carrying amounts of financial assets and financial liabilities in each category are as follows: Financial Instruments by Category


Particular Note ReferenceAs at March 31, 2019 As at March 31, 2018

FVTPL Amortised cost/Fair Value


Financial AssetsTrade receivables Note 5 - 25,369,377 - 14,455,596 Cash and Cash Equivalents Note 6 - 188,633 - 161,401 Other Bank Balances Note 7 - 200,047 - 1,902,143 Retention & Security deposits with Clients- Current Note 8 - 1,049,421 989,254 Other Financial Assets Note 8 - - - Total Financial Assets - 26,807,478 - 17,508,395


66

Particular Note ReferenceAs at March 31, 2019 As at March 31, 2018



Financial LiabilitiesTrade Payables Note 12 - 5,317,794 - 709,148 Earnest Money & Security Deposits Note 13 - 836,585 - 310,960 Other Financial Liabilites Note 13 - 10,571,309 - 6,497,516 Total Financial Liabilities - 16,725,688 - 7,517,624

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 management

The 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 management

Credit 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 2,53,71,626.77 as of March 31, 2019 and Rs 1,44,55,596.45 March 31, 2018, 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 –

Expected credit loss for trade receivables under simplified approach As at March 31, 2019

Ageing Upto 1 year Between 1 and 2 years

Between 2 and 3 years

Above 3 years

Total

Gross carrying amount 21,415,625 3,953,751 - - 25,369,377 Expected loss rate NA NA NA NA NA Expected credit losses (Loss allowance provision)

- - - - -

Carrying amount of trade receivables (net of impairment)

21,415,625 3,953,751 - - 25,369,377

67


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

Ageing Upto 1 year Between 1 and 2 years

Between 2 and 3 years

Above 3 years

Total

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

Reconciliation of loss provision – trade receivables

Reconciliation of loss allowance Loss allowance Loss allowance on 31 March 2018 - Impairement loss recognised -Reversal -Loss allowance on 31 March 2019

Liquidity risk

The Company’s principal sources of liquidity are cash and cash equivalents which is generated from cash flow 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 liabilities

The 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.

As at March 31, 2019 Note reference Up to one year More than one year TotalNon-derivativesTrade payable Note 12 5,119,355 198,439 5,317,794 Security deposits Note 13 525,625 310,960 836,585 Other Financial Liabilites Note 13 10,480,863 90,446 10,571,309

As at March 31, 2018 Note reference Up to one year More than one year TotalNon-derivativesTrade 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



DIN:07444898 DIN:07282205 DIN:07282642



Sd/-(Yogesh Malik)



68

COMPLETED PROJECT

Museum at President’s Estate

Museum at President’s Estate

69


COMPLETED PROJECT

Cost Effective Housing

Radha NagarAgartala, Tripura

NBCC is constructing residential complex for Border Security Forces,

in Ambassa, Tripura. The complex will have 32 houses. Which will be segregated into type

1, 2, 3, 4 and 5.

TYPE – II QTRS CRPF G.NOIDA TYPE –V QTRS CRPF G.NOIDA


70

SMVDU(Sri Mata Vaishnodevi Unersity)

Level-II Resi. Qtrs.

SMVDU(Sri Mata Vaishnodevi Unersity)

Girl’s Hostel

71


BUSINESS DEVELOPMENT WORKS

EXPO 2020, DUBAI


72


ATTENDANCE SLIP

DP ID* Folio No.

Client ID* No. of shares

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

...............................................................................................................................................................................................

I hereby record my presence at the 4th ANNUAL GENERAL MEETING of the Company held on Monday, September 09, 2019 at 11.00 a.m. at Conference Hall, NBCC Bhawan, Lodhi Road, New Delhi-110003.

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALLJoint shareholders may obtain addition Slip at the venue of the meeting

...............................................

Signature of Member/Proxy

* Applicable for investors holding shares in electronic form

..................................................................................................


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


PROXY FORMName of the member (s): e-mail Id:

Folio No/ DP Id*, Client Id*:

Registered Address:

I/We, being the member(s), holding…………………………………..........................…………………………..shares of NBCC Engineering & Consultancy Limited, hereby appoint:

1) ………………….........................…………… Resident of…………….………………………….........having e-mail id ………...……………....………………….or failing him

2) ………………………........….................…… Resident of……………………………….……….........having e-mail id ……………...………………....………….or failing him

3) …………………………….........................… Resident of………………………………………..........having e-mail id ………………………............................……………….

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 the 4th ANNUAL GENERAL MEETING of the Company held on Monday, September 09, 2019 at 11.00 a.m. at Conferance Hall, NBCC Bhawan, Lodhi Road, New Delhi-110003 and at any adjournment thereof in respect of such resolutions as are indicated below:

Ordinary Business For Against1. To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2019

and the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Shri Mukut Bihari Singhal (DIN: 07282642), who retires by rotation and being eligible, offers himself for re-appointment.

3. To authorize Board of Directors to fix the remuneration of Statutory Auditor(s) of the Company for the financial year 2019-20.

Signed this …………............………................……..day of …………......................…………. 2019

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 55th 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


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