Director's Report


NBCC (India) Ltd
BSE Code 534309 ISIN Demat INE095N01031 Book Value (₹) 10.93 NSE Symbol NBCC Div & Yield % 0.43 Market Cap ( Cr.) 22,689.00 P/E * 56.02 EPS * 2.25 Face Value (₹) 1
* Profit to Earning Ratio
* Earning Per Share

Dear Shareholders,

On behalf of the Board of Directors 63rd Annual Report on the business and operations of NBCC (India) Limited along with Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2023 with the Auditors' Report and Comments on the Accounts by the Comptroller and Auditor General (CAG) of India thereon is hereby presented.

Financial Highlights

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

(' in Cr)

REVENUE

FY 2022-23 FY 2021-22
Consolidated Standalone Consolidated Standalone

REVENUE FROM OPERATION

i. Value of Service 8,648.71 6,651.84 7,574.89 5,464.63
ii. Other Operating Revenues 105.73 84.47 115.71 81.99
Other Income 207.03 184.26 193.96 187.58

Total Income (A)

8,961.47 6,920.57 7,884.56 5,734.20

EXPENDITURE

Land Cost & Material Consumed 0.11 0.11 27.28 27.28
Change in Inventories of Real Estate Projects 108.88 108.88 36.67 36.67
Work & Consultancy Expenses 7,821.69 5,949.43 7,013.58 5,024.73
Employees Benefit Expenses 333.57 256.5 309.58 235.82
Finance Cost 1.48 1.45 5.68 5.65
Depreciation and Amortisation Expense 5.22 2.11 4.57 1.72
Other Expenses 103.86 79.5 80.45 52.48
Write offs 46.09 40.65 19.09 13.32

Total Expenses(B)

8,420.90 6,438.63 7,496.90 5,397.67
Share of Profit/ (Loss) in Joint Ventures (Net of Tax) (C) 0.99 - 0.03 -
Exceptional Items (D) 169.65 169.65 72.95 99.8

Profit Before Tax (PBT) E = (A-B+C-D)

371.91 312.28 314.74 236.73
Tax Expense (F)
i. Current Tax 98.84 92.05 40.14 34.17
ii. Deferred Tax -2.45 -10.14 38.26 21.18
iii. Tax w.r.t. Earlier Years -2.49 -0.76 -1.59 -1.48

Profit After Tax (PAT) (E-F)

278.01 231.13 237.93 182.86

Earnings Per Share (Basic & Diluted)

1.48 1.28 1.25 1.02
- on face value of ' 1 per equity share

Further, during the year, there is no change in the nature of business of the Company

Operations and Business Performance

For the FY 2022-23, total income of your Company was ' 6920.57 Cr (standalone) and ' 8961.47 Cr (consolidated) whereas profit after tax was ' 231.13 Cr (standalone) and ' 278.01 Cr (consolidated).

MoU Performance (CPSE's Performance Agreement with Administrative Ministry & DPE)

NBCC has received "Good" rating for the FY 2021-22 from DPE.

For FY 2022-23, NBCC has showcased remarkable performance based on the parameters outlined in DPE MOU 2022-23 between the Administrative Ministry and NBCC.

NBCC has made significant strides in physical parameters, it includes Built-up Area of 19.85 Million Sq. ft. Capacity Utilisation & ' 263.04 Crores of Consolidated Revenue/Income from overseas.

In its commitment to foster a culture of Research and Development (R&D) and innovation within the construction sector and the nation as a whole, NBCC has dedicated resources amounting to ' 0.67 Cr which stands at 0.18% of Profit before tax (after Exceptional & Prior period Items).

Consolidated Net-worth of the Company as per section 2(57) of the Companies Act, 2013 as on March 31, 2023 and as on March 31, 2022 stood at ' 1,969.82 Cr & ' 1780.00 Cr respectively.

Reserves

The Company did not transfer any amounts to its general reserve during the Financial Year ended March 31, 2023.

Dividend

Your Directors have recommended a final dividend of ' 0.54/- per paid-up equity share of face value of ' 1/- each (i.e. @54%) for the FY 2022-23, subject to the approval of the Members at the ensuing Annual General Meeting.

Dividend has been recommended considering the Dividend Distribution Policy of the Company and considering the deployment of the NBCC's internal accruals for growth plans of the Company.

Material Changes and Commitments affecting financial position between the end of the financial year and date of Report:

There have been no material changes and commitments, which affects the financial position of the Company, that have occurred between the end of the Financial Year to which the financial statements relates and the date of the Report.

Disinvestment by Government of India

There was not any disinvestment by the Government of India (GOI) in the Company during the FY 2022-23.

The GOI's holding as on March 31, 2023 was 111,15,79,093 equity shares i.e. 61.75% of total paid up equity share capital of the Company.

Further, the paid-up equity share capital of the company as on March 31, 2023 is ' 180 Cr divided into 180 Cr equity shares of nominal value ' 1 each.

Awards Conferred

During the FY 2022-23, NBCC continued on the path of excellence and innovation, achieving several accolades and awards as follows:

The Atal Shastra Markenomy Award: NBCC conferred with the "The Atal Shastra Markenomy Award" for excellence in Sustainable Economy, Clean & Green Infrastructure in November 2022.

Employee Excellence Award: NBCC conferred with the "Employee Excellence Award" by the Economic Time in September 2022 that acknowledged and celebrated great employers and workplaces.

EEF Global Green Building Award- Dubai Pavilion: NBCC conferred with the "EEF Global Green Building Award" for its outstanding contribution and demonstrating excellence, creativity, innovation and applied best practices in renewable energy industry in August 2022.

Fixed Deposits

During the FY 2022-23, your Company has not accepted any deposit and no principle or interest was outstanding as on March 31, 2023.

Loan, Guarantees and Investments

Details of Loan, Guarantees and Investments, as required under section 186 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, have been given in the notes to the financial statements forming part of this Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the FY 2022-23, the Company had total Seven (7) subsidiaries out of which six (6) are wholly owned subsidiaries (100%) namely; NBCC Services Limited (NSL), NBCC Engineering & Consultancy Limited (NECL), NBCC International Limited (NIL), NBCC Environment Engineering Limited (NEEL), HSCC (India) Limited (HSCC) and NBCC DWC-LLC foreign subsidiary and one subsidiary i.e. Hindustan Steelworks Construction Limited (51%).

Your Company also has joint-ventures as follow:

•Real Estate Development and Construction Corporation of Rajasthan Ltd (a JV with the Government of Rajasthan where both the parties hold 50% of the issued share capital)

•NBCC-MHG (JV)- where both the parties i.e. NBCC and Mahavir Hanuman Group (MHG) hold 50% share in profit & Loss

•NBCC- AB (JV)- where both the parties i.e. NBCC and Anisha Builders Private Limited hold 50% share in profit & Loss

•NBCC- RK Millen- where both the parties i.e. NBCC and RK Millen & Co. (India) Private Limited hold 50% share in profit & Loss

Details of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies of NBCC during the year is given hereunder:

Details of the Company that has become a subsidiary during the FY 202223 Nil
Details of the Company that has become a Joint-Venture/ Associate during the FY 2022-23 Nil
Details of the Company that has Ceased to be a subsidiary during the FY 2022-23 One i.e. NBCC Engineering & Consultancy Limited (w.e.f March 16, 2023)
Details of the Company that has Ceased to be a Joint-Venture/ Associate during the FY 2022-23 Nil

•NBCC Engineering & Consultancy Limited(NECL) has been dissolved by the Hon'ble NCLT w.e.f March 16, 2023.

Further, the voluntary winding up process of NBCC International Limited (NIL) and NBCC Environment Engineering Limited (NEEL) has been completed under Insolvency and Bankruptcy Code, 2016. The Hon'ble NCLT has dissolved NBCC International Limited w.e.f July 05, 2023 and reserved order of dissolution of NBCC Environment Engineering Limited.

•NBCC has won arbitration award in respect of disputes with JV partner i.e. NBCC R K Millen. The award is partially realised and the amount of investment in JV has been adjusted against it in the FY 2019-20. The dissolution of the defunct partnership would be pursued after receiving award amount, in full.

The Company has formulated a policy on identification of material subsidiaries as per the SEBI (LODR) Regulations, 2015 and the same is placed on the website of the Company at https://www.nbccindia.in/webEnglish/policies

A statement containing the financial performance and salient features of financial statements of the Company's subsidiaries in Form AOC-1 in terms of the provisions of Section 129(3) of the Act, is provided in note No. 54 in consolidated financial Statement.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.nbccindia.in/

Human Resource Development

The strong, dedicated and highly motivated Human Resources Management Team of NBCC performed their duties efficiently throughout the year to provide Company's resilient workforce with the best working environment. NBCC takes pride in its resilient and dedicated workforce, which has contributed its best to bring the Company to its present heights. Employees are the driving force behind the sustained stellar performance of the Company over all these years of the Company's ascendancy. As a commitment towards our Company's core values, employees' participation in Management was made effective based on mutual respect, trust, and a feeling of being a progressive partner in growth and success.

After successfully weathering the storm of the pandemic, the major Focus of FY 2022-23 was on helping the employees fully recuperate from effects of the COVID-19 pandemic from the past years. To this end, the Company organized numerous Health Check-Up camps ranging from Basic Life Support Training, Blood Donation Camp, Eye Check-Ups, Blood Check-Ups etc. This aided employees in diagnosing early signs of various illnesses and was in line with the philosophy of prevention being better than cure. During this period, the vaccination camp for precaution dose of the COVID-19 vaccine was also organized at the HO for all NBCC employees and their dependents.

Year 2022 saw the country celebrate the Azadi ka Amrit Mahotsav (AKAM) to commemorate 75 years of the Indian independence. With the entire nation, under the ambit of AKAM, the Company also organized several programs and competitions like Essay Writing, Quiz Competition, Workshops etc. to celebrate the spirit of 75 years of independence and the glorious history of its people, culture and achievements. Additionally, several Health Camps were also organized for the overall well-being of the employees.

The Company has maintained cordial industrial relations with all the Unions & Associations during these years and continued to provide comprehensive welfare facilities to its employees to take care of their health, efficiency, economic betterment, social wellbeing etc. which has motivated employees to perform with their best efforts at the workplace. NBCC has in place well defined employee centric Human Resource Policies covering all aspects of the employee lifecycle. The policies have been formulated under the broad ambit of DPE for compliance along with adequate customization for the Company. The Company uses employee surveys, regular dialogues with functional unions to take data driven decisions with regards to modification, revision and introduction of new policies regularly. Having recently made the move to shift to the New Pension Scheme (NPS), the Company also organized several sessions about NPS to raise awareness amongst the employees about the scheme. Further, several key policies like the NBCC Travelling Allowance Rules, Reimbursement of the Farewell Party Expenditure were also revised to make them more relevant as per the contemporary times and context. Keeping in line with Govt. guidelines additional transport allowance for Divyangjan employees is also introduced in NBCC. New employee centric policy like NBCC Employee Appreciation Award is also in development.

Category wise details on recruitment of General/OBC/SC/ST categories:-

S.

Group General OBC (No.) EWS (No.) SC ST Total

No.

(No.) (No.) % (No.) % (No.)
1. A 33 23 05 14 17.28% 06 7.41% 81
2. B - - - - - - - -
3. C 25 41 7 16 16.33% 09 9.18% 98
Total 58 64 12 30 16.76% 15 - 179

NBCC is compliant with Government of India directives on all matters related to reservation for SC/ST/OBC/Ex-Servicemen/ physically disabled Candidates in all recruitment drives.

No. of Regular/NMR/PRW/WE Employees as on March 31, 2023

.

Employees' Particulars

Numbers

1. No. of Regular 1362
2. No. of NMR (Non Master Roll) NIL
3. No. of WE/PRW (Work Establishment/Piece Rated Worker) NIL

Working status of Women Employees in the Company (category wise) during the FY 2022-23:

(In Nos.)

General

OBC SC ST PWD Total
62 24 20 7 3 116

Discipline and Category wise manpower as on March 31, 2023

(In Nos.)

Category

Engineer (C/E/M/ PHE/ ARCH/ SYS/ ENG/P Other Finance

(Including

Inv.

Relations)

HRM (RB/ LAW/B OARD/ CC/P RO- TOCOL) Mar

keting

Material

Manag

ement

Technical (Other Than ENGG.) i.e. DPM/ SPE/PE/ ASM/JS E/JE I/ JE II Secrete-

riats

Operative level Total

Board

LEVEL

2 1 - - - - - - 3

CVO

- 1 - - - - - - - 1

A

576 - 132 94 9 1 12 8 - 832

B

54 - - 8 - - 4 1 - 67

C (I)

96 - - - - - - - - 96

(ii)

- - - 3 - - - 1 - 4

(iii)

- - - - - - - 3 356 359

TOTAL

728 1 133 105 9 1 16 13 356 1362

Training

In an ever-evolving corporate landscape, training and development play a pivotal role in ensuring the sustained success of an organization. At NBCC, we recognize the value of investing in our employees' growth and potential. Our continuous endeavor is to nurture talent, enhance the skill-set of our employees and fosters a culture of continuous learning.

At NBCC, we believe that knowledge and skills are the bedrock of professional success. Our training programs are meticulously designed to cater to the diverse needs of our employees across various departments and levels. We offer a wide range of development initiatives, including workshops, seminars, conferences, and online training modules. These programs cover technical expertise, leadership skills, project management, communication, ethics, and other critical areas, empowering our workforce to thrive in a competitive business environment.

NBCC encourages a culture of collaboration and knowledge-sharing. We promote peer-to-peer learning, mentorship programs, and cross-functional projects, providing ample opportunities for employees to learn from one another, share best practices, and develop new perspectives. By nurturing a collaborative learning environment, NBCC ensures that the organization remains at the forefront of industry trends and innovations.

Leadership is a cornerstone of NBCC's success. We believe in cultivating leadership potential at all levels of the organization. Our leadership development programs focus on identifying and nurturing emerging leaders, providing them with the necessary training, mentoring, and exposure to assume greater responsibilities. By investing in leadership development, NBCC ensures a robust leadership pipeline, capable of steering the Company towards continued growth and excellence.

The details of the Training Initiatives during the FY 2022-23 are illustrated hereunder:

Name of the Program

Type o f

g

Level of Officers Nominated In House/ External Month Duration in Days Number of Participants Total Man- days

1. Project Execution & Concrete Technology-1

Technical E1 to E6 In-house April 4 59 236

2. Project Execution & Concrete Technology-2

Technical E1 to E6 In-house April 3 162 486

3. Certified Fraud Risk Management

Finance E8 External April 2 1 2

4 Advance Course On Preventive Vigilance

Functional E2 to E5 External May 2 2 4

5 Preventive Vigilance

Functional Board Level External May 3 1 3

6 Application Of Electrical Engineering In Civil Projects

Technical E1 In-house June 3 55 165

7 Yoga

Functional S3 to E8 In-house June 0.5 52 26

8 Material Testing

Technical E0 to E5 In-house July 2 40 80

9 Orientation Program (MT- Civil & Electrical / JE - Civil & Electrical / DPM (Civil & Electrical)

Induction E0 to E2 In-house July & August 15 64 960

10 Sensitization Of Women On Health

Health S3 to E8 In-house July 0.5 65 32.5

11 Orientation Program (MT - Finance)

Functional E0 In-house September 6 9 54

12 Training Program At WHO-Searo Project

Technical E4 to E6 In-house September 1 19 19

13 Public Procurement

Functional E2 External November 3 3 3

14 Workshop On Indian Constitution

Functional S3 to E8 In-house November 0.5 60 30

15 Procurement by CPSEs from MSEs through GeM

Functional E4 to E6 External December 1 2 2

16 Orientation Program (Dpm -Elec., Mt -Civil, Je-Civil/Elec.)

Technical E0 to E2 In-house January 15 59 885

17 Innovation And Sustainable Construction Materials

Technical E4 to E7 External January 1 2 2

18 Decoding Of Union Budget

Functional E6 to E9 External February 1 4 4

19 31st National Convention On Employee Creativity And Innovation For Organizational Business Growth

Functional E4 External February 2 1 2

S. No. Name of the Program Type o

f

g

Level of Officers Nominated In House/ External Month Duration in Days Number of Participants Total Man- days

20 Welding Technology Technical

E2 to E7 In-house February 10 3 30

21 AIMA PSU Summit Functional

E2 External March 1 4 4

22 11th National Ayush Conference Functional

E2 External March 2 1 2

23 Use Of Smart Contract In Public Procurement And Supply Chain Functional

E6 to Board Level External March 2 3 6

24 NAVARITIH Functional

E1 to E5 External March 8 12 96

TOTAL

681 3133.5

Total man days achieved 3133.5 for Group A & B employees during the FY 2022-23.

Industrial Relations (IR)

During the year 2022-23 In order to maintain cordial IR environment, the structured meetings are arranged quarterly with representative of all Unions. Minutes of the meeting issued along with action taken report to all functional unions. An open-door policy is followed in letter and spirit wherein employees of all levels are allowed to interact and represent their grievances, if any. Well laid policy on grievance management and proactive approach of management towards maintaining cordial IR environment has resulted in conducive work environment throughout the year.

Safeguard of Women at Workplace

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Company has complied with provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been constituted to redress complaints received regarding sexual harassment.

The committee functions in accordance with the model code of conduct developed by National Commission for woman/ Ministry of Woman and Child Development. The committee spread awareness amongst the employees regarding 'Zero Tolerance' for sexual harassment at work place.

The committee also investigates reported cases of sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has been employing 116 women employees in various cadres at the Project and office premises. There were NIL cases filed during the Financial Year ended March 31, 2023.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V to the Listing Regulations with the stock exchanges forms part of this Report as Annexure - I.

Directors' Responsibility Statement

Your Directors confirm that:

a.In the preparation of annual accounts for the Financial Year ended March 31, 2023, the applicable Indian Accounting Standards, along with proper explanation to material departure; have been followed;

b.The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for the period ;

c.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;

d.The directors have prepared the annual accounts on a going concern basis;

e.The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

f.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 Company complies with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and guidelines issued by DPE on Corporate Governance to the extent possible.

The requisite Corporate Governance Certificate from the Statutory Auditors of the Company, ASA & Associates LLP., Chartered Accountants, along with Management Reply forms part of this Report. The Corporate Governance Report for the year ended March 31, 2023 is at Annexure-II.

Contracts and Arrangements with Related Parties

During the FY 2022-23, the Company had not entered into any contract/arrangement/transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transaction. The policy on materiality of related party transactions is available on the Company's website, at the link https://www.nbccindia. in/pdfData/policies/NBCC_RPT_Policy_26_05_2023.pdf

The remuneration paid to Key Managerial Personnel (KMPs) is disclosed in the financial statement of the Company. The related party transactions referred in section 188 of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure-III.

Quality Assurance/Quality Control Manual

During the FY 2022-23, Company had a dedicated 'Technical and Quality Audit' wing in place, which controls over conducting Technical Audit and ensuring Quality Assurance & Quality Control at the projects. NBCC through its 'Technical and Quality Audit Division' conducts the Technical Audit and Quality Audit of all projects on Pan India basis through a checklist to ensure the following of QA/QC at project sites.

Apart from carrying out the routine audits, the special audits of certain projects are also carried out by the Technical Audit team as and when directed by the competent authority.

NBCC also has Quality Management System (QMS). Quality Assurance (QA) and Quality Control (QC) both are part of Quality Management System (QMS) wherein QA focuses on preventing the defects while QC focuses on identifying a defect and rectification thereof.

Hence the QA/QC plays a vital role in the field of construction. NBCC being India's one of the biggest organizations in the construction field, is devoted itself towards QA/QC in the areas of its operations.

International Organization for Standardization (ISO)

Your Company is a certified organisation with International Organization for Standardization (ISO), having licence issued by BIS valid upto March 29, 2026. NBCC has Quality Management System (QMS) comprising Quality Policy & Quality Objectives. NBCC through its ISO division conducts the ISO internal Audit of all identified project sites (25 Nos.) and all service departments viz RBGs/SBGs/Zones/Units/HOD-HO at a interval of 6 months and 1 year respectively through a checklist as per ISO manual to ensure that the Quality Policy and Quality Objective established by the Company in its QMS are being followed properly.

Safety

Your Company is committed towards Safety and Health to all its employees and the people associated with the construction activities. The Company is continuously striving to implement safe practices/measures to ensure the goal of achieving Zero harm

at its work places. NBCC has 'Safety Management' wing to implement safety policy at the project sites. As per Safety policy, the projects with value of ' 50 Cr and above are monitored by safety consultants deployed through construction contracts.

Information Technology (IT)

Your Company is aimed to create an employee-friendly environment by adopting a paperless office concept. To achieve this goal, several IT activities were implemented to make the work environment more efficient, seamless and transparent. These initiatives helped the organization take a big step towards becoming a digital NBCC. The IT Division provides IT services/ support on a PAN India basis to NBCC and its three subsidiaries, namely HSCL, HSCC, and NSL. In-house development of various applications and portals has resulted in a lot of cost savings for the corporation.

Employee Resource Planning (ERP) - The record keeping and data maintenance was streamlined by using this application. All the circulars, employee related forms and office orders are being uploaded in ERP. This reduces the communication time, effective communication and transparency within and outside the organization with the following modules.

? Human Resource Management

? Finance Accounting Module

? Payroll Module

? Internal Audit/Cost & Budget

? Project Management Module

? Business Development

? Employee Annual Property Returns

? Employee Performance Management System

? Employee Sewa

? Admin Module

? Income Tax Module

? E-Billing

? IT Inventory Module

Information Technology (IT) Security Policy - The Information Technology (IT) Security Policy of NBCC is a comprehensive guideline that ensures a secure and safe system for the usage of information services and assets while protecting the organization from security threats. Currently, NBCC is utilizing the IT policy in various IT prospects.

E-Office:- E-office facilitates paperless work in government departments, PSUs, and automation bodies. The system replaces manual handling of files with an efficient electronic system that includes diarizing inward receipts, file creation, movement, archival, and tracking.

With this system, the movement of receipts and files become seamless and there is more transparency in the system since each and every action taken on a file is recorded electronically.

E-office has been extended to Hindustan Steelwork Construction Limited (HSCL) and HSCC (India) Ltd. which are subsidiary companies of NBCC.

Document Management System (DMS):- To track, manage, and store digital documents, NBCC uses a Document Management System (DMS) that also reduces paper usage. It provides storage, versioning, metadata, security & indexing and retrieval capabilities with additional tools such as MIS reports, searching tools and physical file details.

Vendor Portal - (Transparency)

1. Vendor grievance management system - For addressing the issue of grievances of vendors and to resolve those issues which are mainly related to non-payment of their running/final bills, non-release of Performance Guarantee, Security Deposit, non-finalization of extra/substituted items etc., a vendor grievance portal at NBCC web site has been put in place which registers online grievances of vendors with a unique registration number.

2. e-Billing- Module of E-billing developed by NBCC is a step towards transparency and ease of doing business. E-billing facilitates the contractor to enter the bill online with supporting documents for submission to the Engineering Charge. The movement of the bill can be tracked, viewed, and modified before submitting to higher authorities for approval.

Technical Support System (TSS) - Technical Support System (often shortened to tech support) refers to a plethora of services by which assistance is provided to users of technology products such as Hardware, software, etc. Technical support may be delivered over by e-mail, live support software, or a tool where users can log a call. NBCC has internal technical support available to their staff for computer-related problems.

Building Management System (BMS) - Building Management System is designed to address various building maintenance related issues like cleaning, gardening, lighting, air- conditioning, and elevator etc.

NBCC Website:- NBCC has a responsive website, which is designed by keeping the various users span (like Mobile User, Tablet user and web users etc.) in mind. Information on the website is available in Hindi and English Language. Users can access speech-based information on each web page using the Text to speech tool developed by CDAC. The website home page displays government services and initiatives like "Azadika Amrit Mahotsav", "Man ki Baat", and "India G20 Presidency logo".

NBCC Directory Service - NBCC Directory service facilitates accessing all applications and services from a single window. Major services such as NBCCERP, e-Office, Digital Record Library, e-Tendering, E-Mail, Website, Facebook, Twitter, NBCC Wikipedia, Vendor Portal, Sponsored Research, Video Conferencing, Communication Media, Email directories, and New Construction Technologies are listed on the NBCC's directory page.

Electronic Correspondence (Email) - NBCC uses electronic correspondence (email) for all internal and external communications for faster and paperless communication. The official mail ID is provided to all employees with the new domain, i.e. @nbccindia.com.

The applications and infrastructure are secured with a secure socket layer (SSL) certificate to ensure the security and integrity of the apps. Captcha feature is integrated into the login page of the applications to enhance security. Additionally, the applications and infrastructure are audited annually by CERT-In empanelment agency to identify and rectify the possible flaws.

In the current scenario, all departments are integrated with the ERP/DMS/e-Office for internal process. This has helped our organization earning a reputation of being a Company that runs on cutting edge technology, simultaneously promoting our Honorable Prime Minister's vision of Digital India.

Dividend Distribution Policy

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the top 500 listed companies shall formulate a dividend distribution policy.

Accordingly, the policy was adopted to set out the parameters and circumstances that will be taken into account by the Board while determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company, The policy is available on the Company's website at https://www.nbccindia.in/webEnglish/policies

Corporate Social Responsibility Committee (CSR) & Sustainability Development

The Company has Corporate Social Responsibility (CSR) Committee in compliance with provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013. The details of CSR policy, projects and programmes are available on the Company's website, at the link https://www.nbccindia.in/webEnglish/policies During the FY 2022-23 your Company spent ' 119.12 lakh in CSR activities.

The Company also has a Sustainability Policy to ensure healthy well-being of its stakeholders and protecting the environment. The policy guidelines are integral to the way the Company conducts its construction as well as other business operations.

NBCC is committed to ensure that it meets its business goals without compromising on the aspirations of the present and future generations. The Annual Report on CSR activities forms part to this Annual Report as Annexure-IV.

Compliance of DPE Guidelines and Policies

During the FY 2022-23 your Company has complied with the guidelines and policies issued by Department of Public Enterprises from time to time.

MSME Implementation

Your Company is complying with the mandatory public procurement policy 2012,under which CPSE is mandated to procure 25% from MSME of total procurement and out of 25%, 4% to be procured from MSME SC/ST vendor.

The details of procurement for the FY 2022-23 are as follows

a) Procurement of Goods& Services through MSME - ' 2.0740 Cr

b) Procurement of Goods& Services throughSC/ST MSME - ' 0.0627 Cr

c) Procurement of Goods& Services through Women MSME - ' 0.1661 Cr

It is also pertinent to mention here that no payment is outstanding to any MSME for the FY 2022-23.

Risk Management

NBCC recognizes that it is exposed to a number of uncertainties, which are inherent for the construction and Real Estate sectors that it operates in. The volatility of these sectors exposes the business to various external and internal risks which may affects its financial and non-financial results. NBCC has a Risk Management Policy to help itself mitigate the risks and manage risks in day- to-day operations to achieve those objectives.

NBCC has 3 tier reporting structure for risk management as given hereunder:

1.At top level, the Company has Risk Management Committee, which comprises of Functional Directors and Independent Directors.

2.At middle level, the Company has Risk Assessment Committee, who has HOD's of BD, Finance, IT, HR, Law & & RE and RBG/SBG Heads of the all verticals in which NBCC is operating as Members and Executive Director (PMG) as Chief Risk Officer.

3.At lower level, the Company has Risk Co-ordinators, which comprises of all RBG/SBG Heads.

Development & Implementation of Risk Management Framework

Risk Management Policy for NBCC was formulated in the year 2011 which was reviewed and updated in 2015 wherein the principles, framework and processes were updated to incorporate regulatory requirements and changing business landscape. The Company review the policy periodically based on changes in the business environment, regulations, standards and best practices in the industry.

Accordingly, during a Risk Management Committee Meeting in March 2023, a revised policy was approved and subsequently approved for implementation by the Board.

The updated policy is aligned with the recommendations of ISO 31000:2018.

Risks, Threats and Concerns: NBCC faces a range of challenges as it strives to maintain its growth trajectory. These include:

a.Fluctuations in the Market:

The current market is volatile, leading to abnormal tender quotes from parties. This can cause disruptions to the supply chain for materials and labour shortages, affecting progress on works at various sites.

b.Project Execution and Management:

The inability to execute projects within the defined budget and timeline can lead to litigations with clients and contractors, reducing profitability and operating margins. Issues with land acquisition and government clearances can heavily affect execution in border fencing and road works.

c.Real Estate - Unsold Inventory/Unused Land Parcels:

Unsold inventory and unused land parcels in Real Estate is posing a risk to the Company.

d.Re-development Projects:

Failure to identify risks during feasibility studies can adversely affect the Company's business. Legal issues and court- ordered stays can also slow down progress on projects. The clearance for statutory authorities if taking time affects project progress.

e.Aged Receivables and Payables:

Delays in collecting receivables from clients can lead to further payment delays to contractors, resulting in litigations, cost overruns, and ECL.

f.Taking Over External Projects (Unitech, Amrapali etc.):

Any unforeseen liabilities associated with the takeover of external projects can lead to litigation and adversely affect the Company's financial condition of the Company.

g.Competition Risk:

Increased competition from other PSUs entering the construction sector and quoting lower rates can lead to loss of business and low PMC margins, slowing down momentum and profitability.

Entering into New Business Era:

Entry into new business areas such as tunneling works, dams, railways, national highways, and ports requires sufficient resources like experienced engineers and machinery, which can be challenging.

Strategic, Operational, Financial and Compliance Risks:

Adapting the evolving technology, undercutting other companies in price wars, unanticipated political factors and social issues are some of the strategic issues faced by NBCC in today's era of market.

Operational risks include client delays in providing encumbrance free land and unstable cash flow. Major Financial Risk is delay in payment from clients which adversely affects the work progress of a project as this result in delay in payment to contractor. Compliance risks arise from obtaining clearances from various authorities in a timely manner. Any delays can affect project execution and overall performance.

Disclosure on Risk Management Framework & Risk Management Policy

The Project Risk Management (PRM) framework at project level and Enterprise Risk Management (ERM) framework at enterprise level has been included in the updated Risk Management Policy approved in the Board Meeting held on March 28, 2023.

Internal Financial Control

Our Company has established and implemented a comprehensive framework for Internal Financial Controls (IFC) that conforms with Section 134(5)(e) of the Companies Act, 2013. As on March 31, 2023 the Board acknowledges that the Company's IFC is effective and adequate relative to the scale and nature of its operations, and there are no significant weaknesses. Furthermore, the Company has established a system for continual monitoring of the IFC framework to detect any areas in need of development, and applied new and/or improved controls as required.

External auditors carry out an annual audit of the Internal Financial Controls to verify that appropriate accounting procedures and record-keeping are maintained, and that our business is conducted in line with our core principles, with particular emphasis on the protection of our assets, fraud prevention and detection, and the dependability of financial and operational information. Our internal control systems, including Internal Financial Controls over Financial Reporting, are scrutinized on an ongoing basis and are reviewed and discussed in regular Audit Committee meetings, with adjustments made as necessary to accommodate evolving business needs.

In addition to these measures, our Company employs a well-defined system of financial delegation, with different officers assigned distinct financial powers to ensure proper governance and control. We have Internal Audit and Technical Audit

Departments tailored to our business operations' scope and magnitude. The Audit Committee approves the internal audit program, the scope of the audit and the auditing strategy. External Audit firms perform internal audits, and their results are evaluated with both management and the Audit Committee.

Our Statutory Auditors and Audit Committee examine significant audit findings within various domains regularly, including operational, financial, and other areas, to provide guidance and recommendations on internal controls.

Vigilance Activities and Initiatives

The Vigilance function in the NBCC is an integral part of the Management. It is the nodal section for handling all Vigilance matters of the NBCC. It is believed that with best practices, adequate controls and transparency in place, decisions are taken in a professional, efficient and effective manner and same would be consistent, leading to good governance and corporate excellence. The Vigilance Division of Corporation is under the charge of Chief Vigilance Officer (of the rank of Joint Secretary).

NBCC has observed 'Vigilance Awareness Week' with full enthusiasm from October 31 to November 6, 2022 on the theme "Corruption free India for a developed Nation". The week-long awareness campaign was lined up with insightful interactive sessions on the theme, relevant workshops & competitions to generate awareness on vigilance administration among employees.

Information of Vigilance cases, required pursuant to Office memorandum issued by Ministry of Parliamentary Affairs vide its letter dated F. No. 28(1)2016-Leg.I, Dated January 24, 2018, the details of status of Cases during the FY 2022-23:-

. Status of Cases

No. of Cases Nature of Cases
1. Number of Cases at the beginning of Financial Year 2022-23 20 The nature of cases/
2. Number of Cases received during the Financial Year 2022-23 100 complaints are normally
3. Number of Cases disposed off during the Financial Year 2022-23 110 tender related, procedural lapses and
4 Number of Cases Pending at the end of the Financial Year 2022-23 10 financial irregularities
related matters

After investigation of complaints, where lapses/ irregularities are established, the disciplinary proceedings are initiated against the delinquent employees.

Further, with an ultimate aim of eradicating corruption in the Corporation, a four pronged strategy is followed which has also been appropriately incorporated in the Annual Action Plan relating to anti-corruption measures:

•Preventive Vigilance

•Detective Vigilance and Surveillance

•Punitive Vigilance

•Use of IT innovations to curb malpractices and ensure transparency.

Systemic Improvement Undertaken:

•Passing/approvals of bills of contractors by finance officials.

•Mechanism in Company's manual/guidelines to check old payments of closed projects.

•Defining roles and responsibilities of SIC/UIC/Zonal-in Charge method of measurement in EPC Contract.

Vigil Mechanism/Whistle Blower Policy

With an aim to achieve the vision, mission and objective of the Company and to comply with statutory provisions, the Company, in addition to the mechanisms already available, your Company has formulated 'Whistle Blower Policy' which seeks:

(i) to ensure greater transparency in all aspects of the Company's functioning by formulating a procedure for further enabling directors and employees to bring to the attention of Company, incidents of improper activities or violation of the Company's Service (Conduct) Rules and the Code of Business Conduct & Ethics for Board Members and Senior Management, and

(ii) To provide necessary safe-guards for protection of employees from reprisals or victimization for whistle blowing in good faith.

A vigil mechanism for directors and employees to report genuine concern about unethical behavior, actual or suspected fraud or violation to the Company's Code of Conduct has been established which includes the duly adopted Whistle Blower Policy, uploaded on the Company's website at the link https://www.nbccindia.in/webEnglish/policies

Investors Relations Cell

Your Company is committed to providing timely, accurate and comprehensive information relevant to all aspects of our operations and in compliance with SEBI regulations. The purpose of the Investor Relations Policy is to ensure transparent and fair information dissemination. The Company recognizes that effective communication with investors assists in development and maintenance of an informed market in the Company's securities and enhances corporate governance by encouraging a culture of transparency in relation to the Company's corporate activities and proposals.

As per the guidelines issued by Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, Government of India, on Investor Relations for Listed Central Public Sector Enterprises, the Company has been organising/ participating in various Investors Conferences / Conference calls in order to communicate with stakeholders, to enhance and strengthen its corporate governance & investor relations and to develop a strong bond with stakeholders.

The Company maintains a corporate website (http://www.nbccindia.in). The Company's business developments, financial reports, announcements, analyst meet & Investor conferences schedules, news releases and other information are posted on the corporate website. Both current information and archives of previously released information including presentation slides and announcements can be found under the "Investors" section of the corporate website. The Company keeps investors and the market fully equipped with the information that may have a material effect on the price or value of the Company's securities by timely disclosure of information through Stock Exchanges.

Corporate Communication

The division during the year has strived to integrate Corporate Communication activities with the Company's overall vision and strategy in order to serve the interest of all external and internal stakeholders and reinforce the positive corporate image of the Company. The division accomplished number of activities during the period and major ones include:

•Extensive news coverage in print, electronic and online and social media by way of releasing press releases, creatives, text contents, pictures.

•Brand building exercises for the Company by putting out advertisements, information, info-graphics etc. in print & electronic media highlighting the achievements of the Company.

•Organizing Interviews, Press Meets.

•Leveraging the social media platforms like Facebook, Twitter, and YouTube for extensive brand building and disseminating important information and achievements of the Company.

•Content generation, designing, editing & co-ordination of Printing of Annual Reports of NBCC and its subsidiaries, Content Writing, Editing

•In-house content management for scheduled calendar events such as Earth Day, Environment Day, Public Sector Day, Women's Day and national festivals etc.

•Providing support for in-house events and activities such as Foundation Day, Annual General Meetings, Vigilance Week and other such events.

•Website content development and regular updation of information on the platform.

•Creative design work meant for dissemination through Social Media platforms.

Auditors and Auditor's Report Statutory Auditors

M/s ASA & Associates LLP, Chartered Accountants, was appointed as Statutory Auditors for the FY 2022-23 by the Comptroller and Auditor General of India (CAG). The notes on standalone financial statement referred in the Auditor's Report are self-

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explanatory and do not call for any further comments. The Auditors' Report is attached with financial statements and forms part of this Annual Report.

However, Statutory Auditor placed a qualified Audit Report on Consolidated financial Statement before the Board of Directors forming part of this Annual Report along with Management Reply.

Cost Auditors

The Company has prepared and maintained cost records as specified under Section 148 of The Companies Act 2013. The cost audit report for the FY 2021-22 has been filed within the prescribed timeline with MCA.

The Board has appointed M/s R. M. Bansal & Co., Cost Accountants (FRN 000022), to audit cost records of the Company for the FY 2022-23.

Secretarial Auditors

During the FY 2022-23 your Company has appointed M/s P. C. Jain, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2022-23. The Secretarial Audit Report of NBCC contains certain observations. The Secretarial Audit Report details of observations and Management's reply thereon are forming part of this Report at Annexure-V.

Further, the Secretarial Audit Report of Material Subsidiary Companies as per Regulation 24 A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.

Comments of CAG

Comptroller and Auditor General of India (CAG) have given "NIL" comments on the financial statements (standalone and consolidated) of the Company for the FY 2022-23, forming part of this Report.

Audit Committee

The details of Audit Committee are included in the Corporate Governance Report at Annexure-II, forming part of this report.

Number of Meeting of Board of Directors

Pursuant to the Companies Act, 2013 and the rules framed there under, 16 (Sixteen) Board meetings were held in the FY 2022-23. The details of the meeting are at Annexure-II i.e. Corporate Governance Report forming part of this report.

Board of Directors and Key Managerial Personnel Appointments/Cessations

During the FY 2022-23, changes in the Board of Directors have taken place. The details of the changes in the Board of Directors/ Key Managerial Personnel are given hereunder:

. Name

Appointment Cessation
1. Dr. Jyoti Kiran Shukla, Independent Director - 17.07.2022
2. Shri Tadi Lakshinarayan Reddy, Director (Projects) - Additional Charge - 01.06.2022
3. Shri Tadi Lakshinarayan Reddy, Director (Projects) - Additional Charge 27.07.2022 01.12.2022
4 Shri Meghjibhai Amarabhai Chavda, Independent Director - 13.11.2022
5. Shri Kamran Rizvi, Govt. Nominee Director - 23.11.2022
6. Shri Shyam Sunder Dubey, Govt. Nominee Director - 23.11.2022
7. Shri Ashish Upadhyaya, Govt. Nominee Director 23.11.2022 23.12.2022
8. Shri Ravi Kumar Arora, Govt. Nominee Director 23.11.2022 -
9. Shri Sanjeet, Govt. Nominee Director 23.12.2022 -
10. Shri K P Mahadevaswamy, Director (Commercial) 01.02.2023

Besides, pursuant to the Ministry of Housing and Urban Affairs office order no. O-17034/12/2020-PS (E-9112145) dated March 29, 2023, Shri Saleem Ahmad has been appointed on the Board of Company as Director (Projects), w.e.f. April 19, 2023.

The strength of the Board of Directors of NBCC as on March 31, 2023 was eight (8), comprising of Three (3) Executive Directors (including CMD), two (2) Government Nominee Directors and Three (3) Independent Directors.

The Independent Director, in the opinion of the Board, appointed during the FY 2022-23 possess integrity, requisite expertise and experience.

Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the FY 2022-23:

? Shri Pawan Kumar Gupta, Chairman & Managing Director

? Smt. Baldev Kaur Sokhey, Director (Finance) & Chief Financial Officer (CFO)

? Shri K P Mahadevaswamy, Director (Commercial)

? Smt. Deepti Gambhir, Company Secretary

The Ministry of Corporate Affairs vide its notification dated June 05, 2015 notified the Exemptions to Government Companies from the provisions of the Companies Act, 2013, which inter-alia provides that Sec. 134(3) (p) regarding statement on formal annual evaluation shall not apply to Government Companies in case the Directors are evaluated by the Ministry which is administratively in-charge of the Company as per its own evaluation methodology.

Further, in line with aforementioned exemptions, Sub-Sections (2), (3) & (4) of Sec. 178 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies.

Declaration by Independent Director

All the Independent Directors appointed during the FY 2022-23 have met the requirements specified under Section 149(6) of the Companies Act, 2013 for holding the position of Independent Director and necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 was received.

Training of Directors

Your Company undertakes on-Boarding training for its Independent Directors to initiate them to the organization and its various operations including strategy, operations, organization structure, human resource, technology, risk management etc.

Further, the Company also invests in the learning of Board-level executives through seminars and conferences held in association with reputed institutions.

The Company has made the arrangement for internal training/outbound trainings of Independent Directors. The details of External Trainings provided to the Independent Directors during the FY 2022-23 are given hereunder:

Name of the Program

Type of Training In House/ External Month Duration in Days Number of Participants
1 Master class on Building Better Boards Functional External May 3 3
2 Corporate Governance Functional External June 3 3
3 Post Covid Scenario in HRM Functional External September 1 2
4 CSR: Regulatory Framework & Challenges Functional External November 1 2

The Company's policy on Director's training can be accessed on the Company's website at the link https://www.nbccindia. in/webEnglish/policies

Annual Return

A copy of the Annual Return required under section 92 of the Companies Act, 2013, would be placed at the website of the Company at https://www.nbccindia.in/webEnglish/AnnualRetum

Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility and sustainability Report (BRSR) describes the Company's performance against the principle of "National Guidelines on Responsible Business Conduct".

This indicates the initiatives taken by the Company from social, environmental and governance perspectives. As a socially- responsible organization, your Company, during the FY 2022-23, has conducted all its business activities in complete respect of the environment and society, and in line with its Corporate Governance guidelines. A detailed Business Responsibility and Sustainability Report is enclosed as Annexure-VI.

Research & Development

NBCC's Research and Development (R&D) Policy aims to establish an environment conducive to cultivating a research-focused culture that produces superior technology outcomes. Your Company view R&D activities as a complementary element to its core construction operations and strive to integrate them in a way that enhances both the sustainability and overall quality of the work. The Company aim to contribute to the growth and prosperity of the construction sector as a whole. Ultimately, our R&D pursuits support our goal of ascending to world-class status as a Construction Company.

Company's all new projects are conceived/conceptualized in line with Bureau of Energy Efficiency (BEE) and GRIHA norms. Some of the Green Buildings executed by the NBCC are:

i.All India Institute of Ayurveda Yoga and Naturopathy(AIIAY&N) -Certified GEM-5.

ii.ISPAT Post Graduate Medical Institute and Super Specialty Hospital at Rourkela, Odisha 4 star GRIHA rating

iii.Convention Centre & Allied Office Building at Darbhanga House Complex, Ranchi -3 star GRIHA rating

iv.Integrated Market Development Centre (IMDC) at IDCO Mancheswar, Bhubaneswar -3 star GRIHA rating

v.National Bank For Agriculture & Rural Development (NABARD) at Kolkata -3 star GRIHA rating

vi.Training Centre for NACEN (National Academy of Customs,Excise & Narcotics,Bangalore (NACIN BANGLORE) 5 star GRIHA rating

vii.FSSAI building at Indrapuram ,Ghaziabad- 3 star GRIHA rating-Applied

viii.2400 seater indoor auditorium at Alipur, Kolkata (DHANA DHANYA Project) , GOVT. OF W.B -4 star GRIHA rating-Applied

ix.National Insurance Bhawan, Kolkata-4 star GRIHA rating-Applied

x.Aayakar Bhawan Kochi Kerala-5 star GRIHA rating-Applied

xi.Planning,Design,Construction.,Supervision Of Exhibition Hall, Conventional Hall Etc. at KTPO premises Bangalore-3 star GRIHA rating-Applied

xii.Vanijya Bhawan, Delhi - 3 star GRIHA rating

xiii.SPG Dwarka - LEED Platinum rating.

xiv.Garvi Gujarat Sadan - 3 star GRIHA rating

xv.New Madhya Pradesh Bhawan - 3 star GRIHA rating

xvi.Central Information Commission Headquarters - 4 star GRIHA rating.

xvii.NIA Headquarters Delhi-3 star GRIHA rating

Besides the above, NBCC has setup a C&D waste recycling plant at the East Kidwai Nagar redevelopment for the manufacturing of bricks, which have been used in the project.

NBCC has been at the forefront of encouraging and adopting sustainable construction. Some of the research projects sponsored in line with sustainable construction are given below:-

•Sustainable Construction & Reduction of Water Consumption in Construction - IIT Delhi.

•Recycled Aggregate Concrete, an investigation of properties and Structural applications- IIT Roorkee.

•Lesson from Green Residential Development- case of East Kidwai Nagar and New Moti Bagh by IIT Roorkee.

•Characterization of Manufactured Sand and its effective utilization in Construction by CSIR-CBRI Roorkee.

•Developing an integrated framework of Green Construction practices and implementation roadmap for NBCC- IIT

Roorkee.

•Development of accelerated carbonation curing procedure as an effective CO2 sequestration and water conservation

techniques-Thapar University Patiala.

R&D in NBCC is focused on innovations in its three business areas - Project Management Consultancy, Real Estate and

Engineering, Procurement and Construction.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out-go

A)Conservation of Energy:

i.Steps undertaken for Conservation of Energy:

•NBCC has signed a Memorandum of Understanding (MoU) on December 18, 2017 with the Energy and Resources Institute (TERI) for the period of 5 years. Under the MoU, TERI will be providing advice and consultancy to NBCC on identifying solutions for sustainable development and implementation of GRIHA for new projects. TERI will also be assisting NBCC in formulating sustainable development policy and long term sustainable development plan. Further, it will be giving consultancy for conducting environment assessment and energy management in the existing projects among others.

ii.Steps taken by the Company for utilizing alternative sources of energy:

•Installation of Roof Top solar power panels, solar heater, solar street lighting, UPS Power Bank etc.

iii.Capital investment on energy conservation equipments:

•As most of the projects executed by NBCC are in line with the GRIHA norms, the equipments used are all energy efficient.

•Installation of LED based lighting in all NBCC Buildings.

B)Technology Absorption:-

i)The efforts made towards technology absorption:

•Presentations of new products and innovative technologies of best in class companies are being organized.

ii)The benefits derived like product improvement, cost reduction, product development or import substitution:

•Awareness about the new technologies and products is being imparted to the senior management for utilizing the same in the projects.

•Circular has been issued for adoption of 54 nos. Innovative technologies for the benefits of time saving, social benefits and environmental benefits.

•Laboratory on Sustainable, Durable Construction and testing has been set up for Durable Construction, Testing, Durability investigation and Durability assessment of Reinforced Concrete and masonry structures.

iii)Increase of imported technology- NA

iv)Expenditure incurred on R&D activities in the FY 2022-23 was ' 66.74 Lakh.

C)Foreign Exchange Earnings and Out-go

The details of foreign exchange earnings or out-go during the period under review are as under:

Foreign Exchange Earning: ' 159,27,34,495/-

Foreign Exchange Outgo: ' 184,11,19,698/-

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Progressive Use of Hindi

The provisions of the Official Language Policy of the Government of India have been implemented in the Company. Employees are encouraged to do their official work in Hindi. In the Company, schemes like Hindi Noting-Drafting Incentive Scheme, Hindi Dictation Incentive Schemes etc. of the Department of Official Language, Ministry of Home Affairs have been implemented in which employees participate. Apart from this, in order to encourage the employees to do official work in Hindi, an internal competition named Quarterly Hindi Vyavhar Pratoyogita has also been implemented for 'A', 'B' and 'C' Region. During the year, several efforts have been made in the Company to increase the progressive use of Hindi. During the year 2022-23, quarterly meetings of Official Language Implementation Committee (OLIC) were organized regularly to review the progressive use of Official Language Hindi in the Company.

During the year, Hindi workshops were organized to promote official use of Hindi typing, Unicode, Hindi noting and drafting etc. in which participants from Corporate Office, RBG, SBG and Zonal Offices participated.

Several awards were awarded to NBCC in the half yearly meeting of the Town Official Language Implementation Committee (TOLIC) Delhi (Undertaking-2) held on August 10, 2022.

Hindi Fortnight was organized from September 14, 2022 to September 29, 2022 with the objective to increase the use of Hindi in official work in the Corporate Office and to disseminate the possibilities of working in Hindi. During this period various workshop were organised in which the personnel participated with great enthusiasm. During this period, the Company registered its participation in the Second All India Official Language Conference organized by the Department of Official Language, Ministry of Home Affairs at Surat.

The thirteenth and fourteenth issues of NBCC's Hindi magazine "Nirman Bharati" were also published during the year.

Hindi inspections were conducted by the Rajbhasha Division to monitor the use of official language Hindi in day-to-day work at Corporate Office and Regional Business Groups (RBGs) / Strategic Business Groups (SBGs) / Zonal Offices.

Right to Information

Right to Information (RTI) Act, 2005 has empowered the Indian citizen to access information from public authorities, resulting in transparency and accountability to the working of the authorities. Your Company has appropriate mechanism to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005.

The status of RTI received during the FY 2022-23 is as follows:

(In Nos.)

Pending RTI Application in the beginning of FY 22-23 RTI applications Pending Applications at the end of FY 2022-23
RTI Application received Rejected Information

provided

Returned to Applicant
103 494 10 463 0 124

Significant and Material Orders

There was no significant and material order issued during the Financial Year 2022-23.

Insolvency and Bankruptcy Code, 2016

During the FY 2022-23, no application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016. However, two(2) wholly owned subsidiries of NBCC namely (1) NBCC Engineering & Consultancy Limited(NECL) and (2) NBCC International Limited(NIL) has been dissolved by the Hon'ble NCLT w.e.f March 16, 2023 and July 5, 2023 respectively under the Insolvency and Bankruptcy Code 2016.

Further, the Hon'ble NCLT has reserved order of dissolution of NBCC Environment Engineering Limited, a wholly owned subsidiry of NBCC.

Reporting of frauds by Auditors

During the FY 2022-23, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against your Company.

One time settlement and valuation

During the FY 2022-23, no event has taken place that give rise to reporting of details w.r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions.

Particulars of Employees

The provisions of Section 134(3)(e) of the Act are not applicable to a Government Company. Consequently, details on Company's policy on Directors' appointment and other matters as required under Section 178 (3) of the Act are not required.

Similarly, Section 197 of the Act is also exempt for a Government Company. Consequently, there is no requirement of disclosure of the ratio of the remuneration of each Director to the median employees remuneration and other such details, including the statement showing the names and other particulars of every employee of the Company, who if employed throughout / part of the Financial Year, was in receipt of remuneration in excess of the limits set out in the rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1)/(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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.There was no issue of shares under ESOS to the employees.

2.Neither the Chairman & Managing Director nor the Whole Time Directors, who is Managing Director of HSCL, the subsidiary Company received any remuneration or commission from the companies where they had been nominated or given additional charge.

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

4.All directions issued by the Government of India during FY 2022-23 have been duly complied with by the Company.

5.The Company has prepared the policies and keep it amending as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The link of the major policies on the website is given hereunder.

Dividend Distribution Policy https://www.nbccindia.in/pdfData/policies/

DividendDistributionPolicy.pdf

NBCC Whistle Blower Policy https://www.nbccindia.in/pdfData/policies/NBCC%20WHISTLE%20

BLOWER%20POLICY_22112022.pdf

Corporate Social Responsibility (CSR) Policy https://www.nbccindia.in/pdfData/policies/CSR_POLICY_2022_23.

pdf

Policy on Materiality of Related Party Transactions and Reporting of Related Party Transaction https://www.nbccindia.in/pdfData/policies/NBCC_RPT_

Policy_26_05_2023.pdf

Training of Directors https://www.nbccindia.in/pdfData/policies/Training%20of%20

BOD.pdf

NBCC Policy on Determination of Materiality of Event/ Informations https://www.nbccindia.in/pdfData/policies/NBCC%20Policy%20

on%20Determination%20of%20Materiality%20of%20Event%20

or%20Information.pdf

NBCC Policy on Material Subsidiaries https://www.nbccindia.in/pdfData/policies/NBCC%20Policy%20

on%20Material%20Subsidiaries_06_08_2019.pdf

Policy on Diversity of Board of Directors https://www.nbccindia.in/pdfData/policies/Policy_on_Board_of_diversity.pdf
NBCC Fraud Prevention & Detection Policy https://www.nbccindia.in/pdfData/policies/NBCC_Fraud_ Policy_01022023.pdf
Risk Management Policy https://www.nbccindia.in/pdfData/policies/Risk%20 Management%20Policy%202023_30052023.pdf
Policy on Business Responsibility and Sustainability https://www.nbccindia.in/pdfData/policies/BRSR%20Policy_ Report (BRSR) NBCC_12042023.pdf

Acknowledgement

We acknowledge and appreciate the co-operation received and support received from the Government of India, State Governments, different Ministries particularly Administrative Ministry i.e. Ministry of Housing and Urban Affairs, MoF, DPE, SEBI and MCA.

Your Directors thank all business partners, contractors, vendors and consultants in the implementation of various projects of the Company.

Board also thanks for the untiring efforts and contributions made by the employees and their families at all levels to ensure that the Company continues to grow and excel.

We also thank all shareholders for their faith trust and confidence reposed on the Board of Directors of NBCC.

On Behalf of the Board of Directors
Sd/-
Pawan Kumar Gupta
Date : August 18, 2023 Chairman & Managing Director
Place : Port Blair (DIN:07698337)