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Nava Bharat Ventures Ltd.

BSE: 513023 Sector: Others
NSE: NBVENTURES ISIN Code: INE725A01022
BSE 00:00 | 02 Mar 71.55 -0.45
(-0.63%)
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72.90

HIGH

74.30

LOW

70.70

NSE 00:00 | 02 Mar 71.55 -0.55
(-0.76%)
OPEN

72.35

HIGH

74.30

LOW

70.70

OPEN 72.90
PREVIOUS CLOSE 72.00
VOLUME 289887
52-Week high 76.70
52-Week low 32.40
P/E 9.59
Mkt Cap.(Rs cr) 1,261
Buy Price 71.55
Buy Qty 665.00
Sell Price 71.90
Sell Qty 50.00
OPEN 72.90
CLOSE 72.00
VOLUME 289887
52-Week high 76.70
52-Week low 32.40
P/E 9.59
Mkt Cap.(Rs cr) 1,261
Buy Price 71.55
Buy Qty 665.00
Sell Price 71.90
Sell Qty 50.00

Nava Bharat Ventures Ltd. (NBVENTURES) - Director Report

Company director report

Dear Members

Your directors are pleased to present the 48th annual report and theCompany's audited financial statements (standalone and consolidated) for thefinancial year ended March 31 2020.

Financial Summary

The financial performance of the Company (standalone and consolidated)for the financial year ended March 31 2020 is summarized below:

(Rs in Lakhs)
Standalone Consolidated
Particulars For the year ended
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Total income for the year 113221 129137 288092 303536
Profit before finance charges depreciation & tax 25138 30724 120029 139336
Less: Finance charges 2052 2006 31877 36209
Profit before depreciation and taxation 23086 28718 88151 103127
Less: Depreciation 3188 3172 28865 27628
Profit for the year after depreciation 19898 25546 59287 75499
Less: Current tax 6913 8689 9715 10748
- Deferred tax expense (116) 447 (3749) 31058
Profit after tax from continued operations 13101 16410 53321 33693
Profit after tax from discontinued operations (245) 209 (245) 209
Profit after tax for the year 12856 16619 53075 33902
Non-Controlling interest - - 13530 6283
Net profit attributable to shareholders of the Company 12856 16619 39545 27619
Appropriations
Dividend on equity share capital 4995 2529 4995 2529
Corporate dividend tax 1027 520 1027 520

The EBIDTA of 22.2% and 41.7% at standalone and consolidated levelrespectively for 2020 compare well with those of 23.8% and 45.9% for the previous yearconsidering the distinct slow-down in the Indian economy impacting the core sectors ofsteel and power reduction of other income owing to corporate action at the Company levelbesides higher provision for expected credit loss and mark to market cost of interest ratehedges at the consolidated level. The consolidated financials took in to account higherdeferred tax liability and lower tax provision related to Zambian operations as restatedfollowing re-computation of tax loss adjustment during tax holiday period for poweroperations and so show markedly improved profit after tax. The pandemic of Covid-19 andconsequent lockdown at the end of the financial year had limited affect for 2020. Howeverthe current year operations at the Company level are significantly impacted by thisdisruptive development while the Zambian operations seem insulated from this so far.

Economic and Business Review

Global economy is experiencing a significant slowdown with growth being2.3% for 2019 reflecting yet one of the slowest paces of expansion since 2008. Growth isforecast to slowdown to 2.0% in 2020 before experiencing a modest pickup in 2021 amid aglobal pandemic and an uncertain economic and geopolitical environment. According to theInternational Monetary Fund (IMF) the global economy is expected to shrink by over 3 percent in 2020 the steepest slowdown since the Great Depression of the 1930s.

Optimistically if the pandemic is gradually contained in the secondhalf of 2020 and economy slowly reverts to a growth momentum the economy is projected togrow by 5.8% in 2021 helped also by policy and fiscal supports of the Governments.

Going forward with consumption driven private expenditure growthdwindling due to prolonged disruptions and labour migration; investment contraction due touncertain demand and stretched corporate balance sheets; government expenditure and fiscalsupport will form the growth engine in FY 2020-21.

Review of Operations

The Company's quantitative performance can be considered fairlysatisfactory and comparable to the previous financial years in the backdrop of severeeconomic and challenging situations.

Ferro Alloys

The Manganese alloy business for FY 2020 was par considering a fewunforeseen furnace outages and notwithstanding the volatility in both input costs andrealizations for most of the year owing to their positive trajectory in Q4. The dependentprimary steel industry also was quite subdued on account of economic slowdown during mostof the year. As Steel producers ramped up their production during Q4 demand for Ferroalloys also improved. The fall out of Covid-19 pandemic and consequent cessation ofoperations towards the fag end of the year limited the positive turnaround for the yearwhile the outbreak exacerbated the negative factors having a lasting affect on the currentyear operations too owing to weakening steel sector performance. The ConversionArrangement with Tata Steel Limited though displaying an erratic low margin play aidedthe Company to optimize the production in Odisha works. This helped it post a bettervolume and higher recovery of fixed costs of the Unit over the previous year. The mininglease of Tata Steel Limited(TSL)over chromite concern. flowor ended by March 2020 by whenTSL was able to to sustain the conversion move arrangement through the current year aswell. TSL has extended the scheme for one more year up to March 2021 and expects tosustain the prevailing arrangement till December 2020. It is heartening that TSL throughits subsidiary Tata Steel Mining Limited (TSML) has been successful in securing threemining concessions in the recent auctions conducted by the Government. The new miningconcessions have a direct bearing on the cost of chrome ore and so TSML plans to have amodified conversion arrangement with the Company effective from January 2021. This is awelcome development for the Company could look forward to a fairly long term play withTSML though fraught with stiffer conditions associated with the costs of new miningconcessions and relative prices of High Carbon Ferro Chrome (HCFC).

The Company produced and sold 100803 MT and 97998 MT of manganesealloys during FY 2020 relative to 105032 MT and 105611 MT respectively in the previousyear.

The Company converted 68657 MT of HCFC for TSL for the FY 2020corresponding to 61567 MT in the previous year.

Power

Industrial power plants of the Company 114 MW in Telangana and 90 MWin Odisha thrived on captive consumption predominantly throughout FY 2020. The surpluspower sale arrangement in Telangana with Discoms and / or through IEX in Odisha was quiteerratic during FY 2020 resulting in lower PLF corresponding to the previous year despitehigher availability of the power plants.

Sector weakness continues to prevail upon the performance of the powerplants in external sale both in Telangana and Odisha though the Company was able tocontrol the performance metrics relative to their size and variable costs.

The Second 60 MW IPP Unit continues to be idle as the legal resolutionin respect of metering issue is still awaited from the High Court of Odisha. The Companyis pursuing auction linkage of coal for this Unit to bring about competitive coststructure.

The Company generated 1146.60 MU of power and after auxiliaryconsumption or transmission losses consumed 705.69 MU of power in the production of ferroalloys and sold 306.64 MU of power to Discoms and through IEX for the financial year 2020relative to 1219.03 MU 687.50 MU and 397.90 MU respectively in the previous year.

Sugar

The performance of the Sugar Division for the year ending March 312020 was marked by lower crushing relative to the previous year and was furtheraccentuated by the slow movement of sugar sales resulting in accretion of inventory ofsugar. The distillery operations for ethanol especially from the B-heavy molasses salvagedthe situation while slow movement of inventory remains a cash Considering theprogressively unviable operations on account of non-availability of sugar cane year afteryear decided to discontinue the operations of Company's sugar division located atSamalkot Andhra Pradesh after completion of the on-going crushing season and residualdistillery operations thereafter. Accordingly the Company has since pursued and achieveda smooth cessation of Sugar operations and accounted the performance of the divisionincluding the severance compensation as discontinued operations in the financialstatements for the year ended March 31 2020. The Company is evaluating options to sellall its underlying fixed assets including land appurtenant thereto of the Sugar division.

Dividend

Your Board of directors at their meeting held on March 2 2020considered interim dividend for the FY 2019-20 on the equity shares at the rate of 75%(1.50/-) per share of 2/- each. The aggregate dividend payout amounted to 3007 lakhsincluding corporate dividend tax of 513 lakhs. The Board reviewed the performance of theCompany and after considering volatility likely in the current financial year followingthe pandemic outbreak decided to confirm the interim dividend paid in March 2020 as thefinal dividend for FY 2019-20.

Buy-back of Shares

Pursuant to decision of the Board of Directors to Buy-back equityshares of the Company in open market from members other than promoters and persons actingin concert with them up to an amount of 25 Crs in May 2019 in accordance with theSecurities and Exchange Board of India (Buy-Back of Securities) Regulations 2018 and theCompanies Act 2013 the Company successfully closed the scheme in early August 2019. TheCompany bought back 2358462 (1.32% of pre-buyback paid up equity share capital of theCompany) equity shares at an average price of 95.22 per equity share. The Company deployeda sum of 224566455/- (excluding securities transaction tax and brokerage expenses)which represented about 90% of the maximum buyback size.

Selective Reduction of Share Capital

During the year under review your Board of Directors also approved aScheme of Selective Reduction of share capital (the Scheme) to extinguish / cancel9947020 and 2800000 equity shares of the Company held by Nav Energy Private Limitedand Nava Bharat Ventures Employees Welfare Trust respectively as detailed in the Schemewhich is posted on the Company's website. The Scheme was approved by the shareholdersthrough a special resolution vide postal ballot dated December 18 2019 and was taken onrecord by the stock exchanges (BSE designated stock exchange for this purpose and NSE).Currently the Company is awaiting sanction of the Scheme by National Company Law Tribunal(NCLT) Hyderabad. The approval of the NCLT has been delayed on account of outbreak of theCovid-19 virus and consequent lockdown / slowdown. Upon sanction of the Scheme by NCLTthe paid up share capital of the Company stands reduced from 176217020 equity shares of2/- each aggregating to 3524.34 lakhs to 163470000 equity shares of 2/- eachaggregating to 3269.40 lakhs.

Reserves

No amounts were proposed to be transferred to Reserves for the periodunder review.

Fixed Deposits

The Company has not accepted any deposits from Public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of balance sheet.

Listing of Equity Shares

The securities of the Company are listed at National Stock Exchange ofIndia Limited (NSE) and BSE Limited (BSE). Further the Company has no equity sharescarrying differential rights.

Subsidiary Companies

The Company has direct and step down subsidiaries in

India and overseas. Consolidated financial statements have beenprepared by the Company in accordance with the requirements of Ind AS 110 issued byInstitute of Chartered Accountants of India (ICAI) and as per the provisions of theCompanies Act 2013 ("the Act"). As per the provisions of Section 136 of theAct separate audited financial statements of subsidiaries are placed by the Company onits website at www.nbventures.com and a report on the performance and financial positionof each of the subsidiaries included in the consolidated financialstatement pursuant toRule 8(1) of Companies (Accounts) Rules 2014 is enclosed as Annexure - 1 to thisreport.

Statement containing the salient features of the financial statement ofsubsidiaries for the year ended March 31 2020 in Form AOC-1 (Pursuant to first toSub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules 2014) isattached to the Notes to Accounts to Financial Statements.

The following are the material subsidiaries of the Company:

1. Nava Bharat Energy India Limited India; and 2. Nava Bharat(Singapore) Pte. Limited Singapore.

Nava Bharat (Singapore) Pte. Limited (NBS)

NBS a wholly owned subsidiary of the Company is the investment armand holding company of the overseas strategic investments in coal mining and powergeneration principal investment being in Zambia.

Maamba Collieries Limited (MCL)

MCL is a step down subsidiary of the Company in Zambia with NBS holding64.69% of the equity stake while the balance 35.31% is held by ZCCM Investments HoldingsPLC. a Government of Zambia undertaking and others. MCL pursues twin businesses of coaland power sale in Zambia and holds strategic financial and operational position in theconsolidated financials of the Company. The Group exposure to MCL is about US$ 240 Millionas at March 31 2020 and is represented by the equity share capital and Shareholder loansincluding interest accrued thereon from NBS.

Power Generation

MCL's predominant business is sale of power to the local powerUtility ZESCO under a long term PPA on "take or Pay" based on the availabilityof the 300 MW integrated coal fired power plant. MCL generated 2010.45 MU of power andafter auxiliary consumption and transmission losses sold 1781.25 MU to ZESCO registeringan availability of 76.6% and PLF of 76.4% for FY 2020 while the corresponding numbers inthe previous year were 1959.20 MU 1731.80 MU 86.9% and 74.5% respectively.

The drop in availability was on account of unforeseen plant outages andstretched maintenance schedules for resumption.

Coal Mining Operations

The coal mining operations of MCL have decently contributed to theoverall profitability riding on better average price realization on external sales of coaland spurt in volume with a steady throughput of blended coal to the 300 MW power station.The Company made external sales of 241016 MT in FY 2020 compared to 233755 MT in theprevious year.

Cash Flow Concerns at MCL

Members are aware that MCL has been facing a severe cash flow concernarising out of payment defaults of ZESCO against the power purchase from MCL. Though ZESCOhas been paying about 40% of the monthly bills of MCL that just about addresses the directcosts associated with coal mining and power generation. Thus the fixed costs associatedwith the capital employed of about US$ 900 Million in the integrated coal and powerproject remain uncovered. Occasional funding supports from the Government of Zambia beingthe Sovereign Guarantor against ZESCO's payment obligations to MCL used to help itmeet the half yearly debt service obligations of the International Lenders of the Project.While MCL could discharge six of the 20 repayment installments of loan thus over the lastthree and half years and brought down the long term debt from US$ 590 Million toUS$413 Million the funding support from the Government has been diminishing owing to itsfiscal imbalance. The efforts of the Government and ZESCO to rationalize the end usetariffs across various categories got substantially delayed over the last three years. Thefinancial not improved even after the recent tariff revision from January 2020 owing tocurrency depreciation and lack of full generation from hydropower plants due to droughtboth impacting its revenue profile. We expect that ZESCO would take considerable time tostreamline its cash flow in such a way that monthly bills of MCL are paid in full and ontime.

In the meanwhile the monthly payment deficits in to a huge powerreceivable of about US$ 279 million from ZESCO to MCL as at March 31 2020 and this keepson increasing on a monthly basis. Considering the escalating problem the Government andZESCO requested MCL to consider reduction in the power tariff as part of fiscal managementin the backdrop of the Sovereign Guarantee.

As the funding support of ZESCO or the Government of Zambia as itsGuarantor was not received MCL could not pay the half yearly debt service that fell duein March 2020. The Lenders therefore served a Notice of Reservation of Rights against thispayment default to MCL which is continuing. While MCL is prepared to consider reduction ofits tariff in accordance with international best practices MCL keeping in view the lackof additional funding support from the off taker or its Guarantor and the repercussions ofthe recent Payment Default to Lenders had felt it prudent and initiated disputeresolution process as per PPA against ZESCO to realize the outstanding receivables inparallel although ZESCO has repeatedly acknowledged the total outstanding to MCL.

MCL has also engaged with the Lenders to allow it to lead the disputeresolution to obtain an acceptable solution to usher in long term cash flow certainty toMCL. Depending on how the tariff reduction pans out MCL has also sounded the Lenders toconsider restructuring of the balance debt to be in line with the projected cash flowsfollowing such an adjustment in the tariff. Lenders seem inclined to endorse the proposalinitiated by MCL and their formal concurrence is awaited. MCL therefore envisages that thecash flow concerns will therefore be addressed in the current year paving way fordistribution of returns on capital employed in the Project.

Audit matters and restatement of financials of MCL

Following the payment Default to the lenders and their serving theNotice of Reservation of Rights the statutory auditors of MCL had opined that all thelong term loans became current as demand loans under the loan Agreement and proposed toreclassify the loan portfolio of MCL. To this MCL Management did not agree resulting in aqualified opinion on the accounts of MCL for the FY 2020. It is however pertinent thatneither the statutory auditors of NBS being the intermediate holding company nor thestatutory auditors of the Company felt that such a reclassification as at March warrantedgoing by the demonstrated behavior of the Lenders and the processes provided for in theFinancing Documents against such Payment Defaults. Accordingly the Consolidated Financialsof the Company have not been qualified. position of ZESCO has reportedly A restatement offinancials of MCL was also mooted by its statutory auditors in respect of treatment ofinsurance premium associated with ECA Tranche of the

Term Loans and in ascertaining the Deferred Tax Liability provision byadopting adjustment of tax losses of MCL during the early phase of power tax holidayperiod. MCL agreed with the restatement as being warranted by interpretation of relevantaccounting standards under IFRS. cascaded Accordingly the Consolidated financials of yourCompany as at March 31 2020 took in to account the consequential changes both in reportednumbers as well as the corresponding previous period numbers.

Legal case with ZCCM-IH

In the matters of emphasis for audit of MCL the auditors of the MCLreferred to an ongoing legal case initiated by the Co-Sponsor of the MCL ZCCM InvestmentHoldings Plc in the Zambian High Court against MCL for recovery of its advance of US$ 10Million.

While defending its position against such recovery proceedings MCL hasreported the development to the Lenders which are of the view that ZCCM-IH has breachedcertain of the financing assignment of security rights in favour of the Lenders'Security Trustee.

An interim petition of ZCCM-IH for summary judgement has also beensimilarly defended by MCL and the judgement of the Hon'ble Court is awaited.

MCL has also engaged with the Lenders to allow it to lead the disputeresolution to obtain an acceptable solution to usher in long term cash flow certainty toMCL. Depending on how the tariff reduction pans out MCL has also sounded the Lenders toconsider restructuring of the balance debt to be in line with the projected cash flowsfollowing such an adjustment in the tariff. Lenders seem inclined to endorse the proposalinitiated by MCL and their formal concurrence is awaited. MCL therefore envisages that thecash flow concerns will therefore be addressed in the current year paving way fordistribution of returns on capital employed in the Project.

Audit matters and restatement of financials of MCL

Following the payment Default to the lenders and their serving theNotice of Reservation of Rights the statutory auditors of MCL had opined that all thelong term loans became current as demand loans under the loan Agreement and proposed toreclassify the loan portfolio of MCL. To this MCL Management did not agree resulting in aqualified opinion on the accounts of MCL for the FY 2020. It is however pertinent thatneither the statutory auditors of NBS being the intermediate holding company nor thestatutory auditors of the Company felt that such a reclassification as at March warrantedgoing by the demonstrated behavior of the Lenders and the processes provided for in theFinancing Documents against such Payment Defaults. Accordingly the Consolidated Financialsof the Company have not been qualified. position of ZESCO has reportedly A restatement offinancials of MCL was also mooted by its statutory auditors in respect of treatment ofinsurance premium associated with ECA Tranche of the Term Loans and in ascertaining theDeferred Tax Liability provision by adopting adjustment of tax losses of MCL during theearly phase of power tax holiday period. MCL agreed with the restatement as beingwarranted by interpretation of relevant accounting standards under IFRS. cascadedAccordingly the Consolidated financials of your Company as at March 31 2020 took in toaccount the consequential changes both in reported numbers as well as the correspondingprevious period numbers.

Legal case with ZCCM-IH

In the matters of emphasis for audit of MCL the auditors of the MCLreferred to an ongoing legal case initiated by the Co-Sponsor of the MCL ZCCM InvestmentHoldings Plc in the Zambian High Court against MCL for recovery of its advance of US$ 10Million.

Nava Energy Pte. Limited Singapore (NEPL)

Nava Energy Pte. Limited Singapore the wholly owned subsidiary of theCompany continues to render quality O&M services to MCL for its 300 MW power Plant inZambia. The O&M operations leveraged upon the technical support extended by theCompany and its Indian subsidiaries to ensure trouble free operations in Zambia. Therehave been unforeseen outages of the power units requiring extensive exchange of technicaldata amongst the O&M Operator its technical support providers onsite and off-site aswell as the OEMs to see that the power units resume operations and remain available duringthe severe power crisis in Zambia. Though MCL as the owner has been facing the cash flowissues with payment defaults of ZESCO O&M operations have been well sustained despitecertain cost escalations. MCL has since agreed the cost escalations effective from January2020 after due approval of the Lenders and other stakeholders.

NEPL hopes to expand the customer profile in service offering as wellas related technical services if any and keeps this as a thrust area for growth.

NEPL made a distribution of interim dividend of US$1.001 Million duringthe year under review which formed part of other income.

Nava Energy Zambia Limited Zambia (NEZL)

Nava Energy Zambia Limited is a Zambian Step down subsidiary and a WOSof NEPL. NEZL has engaged qualified and experienced sub-contractors in Zambia. NEZL hasetched a good name as the Onsite service provider by engaging with the owner andsub-contractors for day to day operations of the power plant in all its facets.

Nava Agro Pte. Limited Singapore (NAPL):

NAPL is a wholly owned subsidiary of the Company and is intended to bethe intermediate holding company in Singapore to pursue investments in commercialagriculture and related businesses initially in Zambia through Kawambwa Sugar Limited.

Kawambwa Sugar Limited Zambia (KSL)

Kawambwa Sugar Limited (formerly Kariba Sugar Limited) (KSL) is aZambian company (step-down-subsidiary) which has been allocated 10000 ha of land by theGovernment of Zambia to pursue Sugar business initially. NAPL holds 100% shareholding ofKSL. KSL has set up the site infrastructure comprising pilot plantation site internalroads site office and staff residences etc. It has been pursuing with Government forproper approach road and proper power connectivity to the site critical needs to take upany kind of project activities. These are expected to materialize by end of FY 2020-21. Assuch KSL was constrained to halt further site activities including the sugar plantationworks to minimize wastage of cane. KSL commissioned a market study on Sugar Ethanol etc.in Zambia and DR of Congo and will formulate appropriate project strategy according to thedemand deficit of products in due course.

Nava Holding Pte. Limited (NHPL)

Nava Holding Pte. Ltd. (NHPL) was incorporated in Singapore to holdinvestments in Healthcare enabled services being undertaken by the Group.

Healthcare enabled services in APAC region TIASH Pte. Limited (TIASH)Singapore

Nava Holding Pte. Ltd. holds 65% equity stake in Tiash Pte. Ltd. andbalance 35% is held by Mr. Timothy Robert Cushway CEO and original founder as SweatEquity. The healthcare enabled services under TIASH and its operating subsidiaries inSingapore and Malaysia entail low capital outlay principally for marketing distributionand administration of the IV Iron medicine in APAC region known for premium lifestylehealthcare. TIASH has made good marketing strides in Malaysia where exclusive distributionrights exist for the world's leading medicine in this space and being positionedsimilarly like Pfizer in Canada and Lupin in India. TIASH also received permission forexclusive distribution of IV Iron medicine in Singapore which will be launched for salesin a month. During the short time of its existence TIASH has obtained good traction andis being sounded of other innovations for marketing in APAC region by reputedmanufacturers.

Indian Subsidiaries

Nava Bharat Energy India Limited (NBEIL)

NBEIL is a step down but wholly owned subsidiary of personnel theCompany with 26% of equity directly held by the and Company and 74% being held throughNava Bharat Projects Limited (NBPL).

The operating performance of the 150 MW Power unit of Nava BharatEnergy India Limited widely fluctuated in accordance with the off-take by Discoms whichwas quite erratic and as there was no alternative viable power market. The performance wasdistinctly better in the last quarter prior to the lockdown at the end of March 2020. Thepower unit has been using a mix of different grades of coal to contain the variable costas it does not have a coal linkage. As such it requires committed power off-takes tosustain even marginally viable operations. Given the sector weakness for merchant powersale other avenues are being explored to bring about this sustainability in the currentyear. As per the power sale agreements NBEIL is entitled to get compensation from TSDISCOMS for non-drawl of power. However such compensation has not been recognized asrevenue in the books of account and will be accounted on acknowledgement by customer inaccordance with Company's accounting policy.

The Company also runs an Ash Products Plant for part utilization of bedAsh and fly Ash to produce quality bricks and pavers. Income from Ash Products Plant willsupplement the other operating income of the company in due course. Recently the Companyhas added production of Manganese Bricks to the array of products under an Arrangementwith the Company being the ultimate holding company of NBEIL.

Nava Bharat Projects Limited (NBPL)

NBPL was providing services to Group Company NAVA ENERGY PTE. LIMITEDSingapore in relation to Project Management and technical support services under O&Mcontract for 300 MW power plant of Maamba Collieries Limited at Maamba Zambia since2018.

Investigations into the allotment of Coal Blocks to Brahmani ThermalPower Pvt. Ltd. formerly Navabharat Power Private Limited (NPPL):

In respect of certain allegations of misrepresentation pertaining tothe allotment of coal blocks to NPPL which led to an investigation by the Central Bureauof Investigation (CBI) and the Enforcement Directorate (ED) Organizations of GOI againstNPPL and two of its the then directors given rise to legal proceedings before the SpecialCourt at New Delhi. These cases are at different stages as under:

1. CBI Under Section 120-B 420 of IPC & Section 13 of PC Actevidence of the prosecution witnesses being examined and are at advanced stage the matteris posted to July 3rd & 6th 2020;

2. ED under Section 3 and 4 of Prevention of Money Laundering Act(PMLA) 2002 Arguments on framing of charges under way (re-hearing on certain points) andposted to July 2 2020; and

3. ED Provisional Attachment Order dated July 22 2014 to theextent of 1386 Mn. on the 739999994 equity shares of 2/- each of face value of NavaBharat Energy India Limited (NBEIL) held by Nava Bharat Projects Limited (NBPL) wasconfirmed by the Adjudicating Authority under Prevention of Money Laundering Act 2002vide Order dated May 20 2015. Consequently ED requested to transfer the aforesaidshares vide letter dated July

9 2015. The Company against the said letter dated July 9 2015ofEDandconfirmationOrder of the Adjudicating Authority filed appeal before AppellateTribunal for PMLA. The Appellate Tribunal granted stay against operation of the Letterdated July 9 2015 subject to certain conditions vide Order dated July 30 2015 and thesaid stay has been extended from time to time and continues during the pendency of theAppeal. The matter was posted to August 17 2020 and will be heard along with applicationsfiled by NBPL & NBEIL seeking provision of alternate security worth of 138.59 croresand release of attachment on the equity shares of NBEIL held by NBPL.

Brahmani Infratech Private Limited (BIPL)

BIPL is a subsidiary of the Company with 65.74% equity stake. Followingthe surrender of land of SEZ back to the Government BIPL has been engaged in investmentsin urban lands and properties to diversify its portfolio and to pursue urbaninfrastructural development. Following the cessation of SEZ activity and surrender ofland BIPL has been embroiled in protracted litigation with Mantri Group its Co-developerand Technical Associate for SEZ. Following an unsatisfactory outcome of the Arbitrationthe matter has since been adjudicated by a local court which also is devoid of meritsconcerning development of real estate and so is not considered fair by BIPL. Accordinglyan appeal was filed before the Hon'ble High Court of Telangana against the orders ofthe lower court and the Hon'ble High Court passed an interim Order dated September 32019 directing the Company to pay 10 crores to Mantri Technology Parks Private Limited(MTPPL) and MTPPL shall secure this payment by furnishing Bank guarantee to the Company.

The Company complied with the above interim Order and it was directedto be listed for final hearing. Pending the outcome of the Appeal the matter is beingreflected as a contingent liability.

Further Malaxmi Infra Ventures (India) Private Limited (MIVPL) aCorporate member filed a petition against BIPL before NCLT Hyderabad Bench allegingcertain issues and seeking interim reliefs for the same from NCLT. MIVPL was also prayingthe bench to direct winding up of the Company and direct the Company to sell its shares tothe MIVPL and to pass such consequential reliefs. The Company denied all the allegationsas being totally contrarytothefactsandreadytofilea counter for the above mentionedpetition. The matter is sub-judice.

Kinnera Power Company Pvt. Ltd (KPCPL) (Associate Company)

KPCPL is an associate of the Company with 26% equity stake which iscontinued as specified by National Highway Authority of India (NHAI). As per the professedintention and there being no economic interest the Company plans to fully off-load itsstake in KPCPL in favour of Meenakshi Infra Group as per the regulations. Accordingly noeconomic interest from KPCPL is being factored in the consolidated financials nor theaccounts of KPCPL appended in the annual report of the Company.

Outlook and Future Plans the"Management Discussion andAnalysis" contains a section on the Company's outlook and future plans andmembers may please refer the same on this.

Change in the Nature of Business

There has been no change in the nature of business of the Companyduring the year under review.

Conservation of Energy Technology absorption and Foreign Exchange

In accordance with the provisions of Section 134 (3)(m) of the Act therequired information relating to conservation of energy technology absorption and foreignexchange earnings and outgo have been enclosed as Annexure - 2 to this report.

Corporate Social Responsibility (CSR)

The annual report on CSR activities in terms of Section 135 of theAct and the details about the policy developed and implemented by the company on CSRinitiatives taken during the year are enclosed as Annexure - 3 to this report. Adetailed policy on CSR is placed on the Company's website under the web link:https://www. nbventures.com/policies-code-of-conduct/

Extract of Annual Return

In accordance with Section 134(3)(a) of the Act an extract of theannual return in the prescribed format is enclosed as Annexure - 4 to this Report.

Contracts or arrangements with Related Parties

The particulars of contracts or arrangements with related partiesreferred to in sub-section (1) of Sec.188 in Form AOC-2 pursuant to clause (h) ofsub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014 are enclosed as Annexure - 5 to this report.

The policy on materiality of related party transactions and also ondealing with the related party transactions as approved by the Audit committee andthe Board of directors was placed on the website of the Company athttps://www.nbventures.com/policies-code-of-conduct/

Particulars of Loans Guarantees or Investments

The details of loans given guarantees provided and investments madeduring the financial March 31 2020 are enclosed in Annexure - 6 to this Report incompliance with the provisions of Section 186 of the Act read with the Companies (Meetingsof the Board and its Powers) Rules 2014. The particulars of aggregate loans guaranteesand investments under Section 186 of the Act are disclosed in Financial Statements whichmay be read as part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under reviewas stipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 ("the Listing Regulations") isenclosed as Annexure - 7.

Business Responsibility Report

As per the market capitalization as on March 31 2020 your Companyforms part of top 1000 Listed Companies (i.e. positioned at 617). Hence the

Business Responsibility Report (BRR) as stipulated under Regulation34(2)(f) of the Listing Regulations is applicable to your Company for FY 2019-20 and isenclosed as separate section to this Annual Report.

Corporate Governance Report year ended on

A separate report on Corporate Governance as required under the ListingRegulations is provided as separate section to this Annual Report.

Disclosures under Regulation 34(3) read with Schedule V of the listingRegulations

(Rs in Lakhs)
Sl. In the accounts of No Particulars Amounts at the year ended 2019-20 Maximum amount of loans / advances / investments outstanding during the year 2019-20
1 Nava Bharat Ventures Limited (NBVL) (Holding Company) Loans given to: Nava Bharat Energy India Ltd (Subsidiary of NBVL) 15364.38 15422.50
2 Nava Holding Pte Ltd (NHPL) (Wholly owned subsidiary of NBVL) Nava Bharat Projects Limited (NBPL) Loans given to: TIASH Pte Ltd (Subsidiary of NHPL) Loans given to: Nava Bharat Energy India Ltd 2100.61 (US$ 2786405) 2100.61 (US$ 2786405)
3 (Wholly owned subsidiary of NBVL) (Subsidiary of both NBPL and NBVL) 5000.00 5000.00

Directors

The Board of directors of the Company has an optimum combination ofExecutive Non-Executive and Independent Directors with one woman Independent Director.

Independent and Non-executive Directors

As prescribed under SEBI (LODR) Regulations 2015 and as per Section149(6) of the Companies Act 2013 the particulars of Non-Executive and IndependentDirectors are as under: Dr. D Nageswara Rao Mr. K Durga Prasad Mr. GP Kundargi Mr. AIndra Kumar and CA B. Shanti Sree.

Except for CA B. Shanti Sree who was co-opted as an additional(non-executive and Independent) director on October 30 2019 all were appointed asIndependent directors by the shareholders at 47th AGM held on August 08 2019.

Changes in Directors and Key Managerial Personnel (KMP):

During the year under review following were the changes in Directorsand KMP: Dr. CV Madhavi Independent woman director retired from the office ofdirectorship on August 8 2019. The Board placed on record its appreciation for theeffective participation and valuable contributions made by Dr. CV Madhavi during her term.

CA B. Shanti Sree has been co-opted as an additional director(non-executive and Independent) offi w.e. October 30 2019 to hold the ensuing AGM.In the opinion of the Board with regard to integrity expertise and experience CA B.Shanti Sree appointing fulfils her as an Independent director of the Company as specifiedin the Act and the Listing Regulations. Hence the Board of directors based on therecommendations of Nomination and Remuneration committee and prior approval of AuditCommittee considered and approved the appointment of CA B. Shanti Sree as an Independentdirector for a period of five (5) years w.e.f October 30 2019 which will be placed inthe ensuing AGM for the approval of shareholders. Mr. Ashwin Devineni has been appointedas whole-time director designated as Chief Executive the Company with effect from May 292019. Mr. Sultan A. Baig has been appointed as Chief financial January 30 2020consequent to superannuation of Mr. T Hari Babu who held the position of CFO uptoJanuary 29 2020.

Wholetime Directors

The following are the whole-time directors of the Company. Mr. D AshokChairman Mr. P Trivikrama Prasad Managing Director Mr Ashwin Devineni Chief ExecutiveOfficer Mr. GRK Prasad Executive Director and Mr. CV Durga Prasad Director BusinessDevelopment.

Declarations of Independent Directors

The Independent directors declared pursuant to section 149(7) of theAct affirming that they meet the criteria of independence as provided in sub-section (6)of section149 of the Act. The Company also received a declaration of compliance ofsub-rule (1) and sub-rule (2) of the Rule 6 of the Companies (Appointment andQualifications of Directors) Rules 2014.

Directors Retiring by Rotation

Pursuant to the provisions of the Act Mr. GRK Prasad retires at theAGM and being eligible offers himself for re-appointment.

Number of Meetings of the Board

During the financial were held on May 4 2019; May 29 2019; August 082019; October 30 2019; January 29 2020 and March 02 2020 in compliance with provisionsof the Companies Act 2013 the listing regulations and secretarial standards.

Performance Evaluation of the Board

Pursuant to the provisions of the Act and the listing regulations theBoard has carried out annual performance evaluation of its own the individual directorsas well as the Board committees (Audit committee Nomination and Remunerationcommittee Corporate Social Responsibility committee and Stakeholders Relationshipcommittee). A structured set of criteria was adopted after taking into consideration theinputs received from the directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its CommitteesBoard culture execution and performance of specificduties obligations and governance.Evaluation of the Board members is conducted on an annual basis by the Board

Nomination and Remuneration committee and Independent Directors withspecific focus on the performance and effective functioning of the Board and individualdirectors.

The Nomination and Remuneration committee had specified DirectorsCommittees and Board as a whole and recommended the same to the Board for evaluation.

Performance indicators for evaluation of Independent directors:

Independent directors have three key roles governance (CEO)of controland guidance. Some of the performance indicators based on which the Independent directorsare evaluated are:

Ability to contribute to and monitor corporate governance practices.

Ability to contribute by introducing international best practices toaddress top management issues.

Active participation in long term strategic planning.

Commitment fulfillmentof a Director's the obligations andfiduciary responsibilities.

Attendance: The performance evaluation of Independent or non-executivedirectors is done by the Board annually based on criteria of attendance and contributionsat

Board / Committee meetings as also the role played other than atmeetings.

The evaluation process also considers the time spent by each of theBoard members core competencies personal characteristics accomplishment of specificresponsibilities and expertise.

Policy on Directors' Appointment Remuneration & Other details

The Company adopted a policy relating to the remuneration. This Policycovers the remuneration and other terms of employment for the Company's

Executive Team. The remuneration policy for members of the Board andfor management aims at improving the performance and enhancing the value of the Companyby motivating and retaining them and to attract the right yearsixmeetingsof thedirectorspersons to the right jobs in the Company. The object of this Remuneration Policy is tomake your Company a desirable workplace for competent employees and thereby securecompetitiveness future development and acceptable profitability. In order to achievethis is imperative that the Company is in a position to offer competitive remuneration inall its operational locations. Neither the Managing Director nor any Whole-time Directorof the Company received any remuneration or commission from any of its Subsidiaries.

A detailed policy on remuneration of the Directors and SeniorManagement is placed on the Company's website under the web link:https://www.nbventures. com/policies-code-of-conduct/

Policy for Selection of Directors and Determining Directors'Independence

The Nomination and Remuneration committee identifies persons who arequalified to become directors and who may be appointed in senior management in accordancewith the criteria laid down and recommend to the Board for their appointment and removal.

The Criteria for the Appointment of Directors KMPs and SeniorManagement

A person for appointment as director KMP or in senior qualificmanagement should possess adequate expertise and experience for the position consideredfor appointment. The Nomination and Remuneration committee decides whether qualificationexperience possessed by a person are sufficient for the concerned position. The committeeascertains the credentials and integrity of the person for appointment as director KMP orsenior management level and recommends to the Board his / her appointment. The Committeewhile identifying suitable persons for appointment to the Board will consider candidateson merit against objective criteria and with due regard for the benefits of diversity onthe Board.

The Nomination and Remuneration committee shall assess the independenceof directors at the time of appointment re-appointment and the Board shall assess thesame annually. The Board shall re-assess determination of independence when any newinterests or relationships are disclosed by a Director.

The criteria of independence are as prescribed in the

Act and the listing regulations and the Independent directors shallabide by the Code specified for them in Schedule IV of the Act.

Committees of the Board

Currently the Board has four committees: The Audit committeeNomination and Remuneration Committee Corporate Social Responsibility Committee andStakeholders Relationship Committee. and

The composition of the committees in compliance with the applicableprovisions of the Act and Rules is as given below:

Name of the Committee Composition of the Committee Remarks
Audit Committee Dr. D Nageswara Rao Chairman The Audit committee of the Board of directors was constituted in conformity with the requirements of Section 177 of the Act and regulation 18 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
Mr. K Durga Prasad Member
Mr. A Indra Kumar Member
All recommendations made by the Audit committee during the year were accepted by the Board. The Nomination and remuneration committee of the
Nomination and Dr. D Nageswara Rao Chairman Board of directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
Remuneration Committee Mr. K Durga Prasad Member
Mr. A Indra Kumar Member
Mr. D Ashok Chairman The Corporate Social Responsibility committee of the Board of directors was constituted in conformity with the requirements of Section 135 of the Act.
Corporate Social
Dr. D Nageswara Rao Member
Responsibility Committee
Mr. K Durga Prasad Member The Committee monitored the implementation of the CSR Policy from time to time.
Stakeholders Relationship Committee Mr. K Durga Prasad Chairman The Stakeholders Relationship committee of the Board of directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
Mr. P Trivikrama Prasad Member
Mr. GP Kundargi Member

A detailed note on the Board and its Committees is provided in theCorporate Governance Report.

Particulars of Employees

The names and other particulars in accordance with the provisions ofSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are enclosed as Annexure - 8 tothis Report.

Names of the top ten employees in terms of remuneration drawn and thename of every employee employed throughout the financial year and in receipt ofremuneration of 1.02 cores or more or employed for part of the year and in receipt of8.50 lakhs or more per month under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are enclosed as Annexure - 9 tothis Report.

Nava Bharat Ventures General Employees

Benefits Scheme

Nava Bharat Ventures Employee Welfare Trust (established vide Indentureof Trust dated January 25 2012) has been reconstituted and aligned with the SEBI (ShareBased Employee Benefits)Regulations 2014 by suitably amending the Trust Deed in line withthe Regulations and General Employees Benefits Scheme with the current Regulationsfalling under Part D of the Regulations in accordance with the Special Resolution passedby the members in the 43rd AGM held on August 27 2015. The scheme is in compliance ofSEBI (Share Based Regulations 2014 as applicable Employee Benefits) and presently theTrust holds 2800000 shares (1.59% of the total paid up share capital) of the Companyunder category of non-promoter and non-public as on March 31 2020. The Trustee shallabstain from voting in general meetings with respect to the Company's shares held bythe Trust. The Board at its meeting held on August 8 2019 inter-alia approved selectivereduction of paid up equity share capital of the Company by cancellation andextinguishment of the total shares held by Nava Bharat Ventures Employee Welfare Trustthrough its Trustee- Barclays Wealth Trustees India Pvt. Ltd. along with the outstandingloan owed by the trust to the Company subject to the requisite sanctions fromshareholders and others. Further the Company accorded the approval of the members throughspecial resolution for the same vide postal ballot dated December 18 2019 and then filedan application to NCLT the scheme of Reduction of Share Capital of the Company. Uponreceipt of approval/confirmationfrom NCLT the shares held by the Trust will beextinguished.

Employees' Stock Option Scheme

There is no employees' stock option scheme being implemented bythe Company.

Directors' Responsibility Statement that: Directorsconfirm (a)in the preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

(b) they selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (c) sufficientcarethey fortookthe proper and maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities; (d) they prepared the annualaccounts on a going concern basis; (e) they laid down internal financial controls to befollowed by the company and that such internal financial controls were adequate andoperating effectively; and

(f) they devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operating

Statutory Auditors & Auditor's Report

M/s. Walker Chandiok & Co. LLP Chartered Accountants (Firm Regn.No. 001076N / N500013) has been appointed as the statutory auditors of the Company for aperiod of

5 years i.e. till the conclusion of 50th AGM to be held in the FY2022-23 by the members of the Company at their meeting held on August 9 2017. TheAuditors' Report on the financial statements of the company for financial year endedMarch 31 2020 does not contain qualification or adverse any reservation remarks andtheir report together with notes to Financial Statements are self-explanatory and hence donot call for any further comments under Section 134 of the Act.

Cost Audit

The Board appointed M/s. Narasimha Murthy & Co. CostAccountants as Cost Auditors for conducting the audit of cost records of the Company forSugar Industrial Alcohol Steel (Ferro alloys) and Electricity for FY 2019-20 on therecommendations of the Audit committee. The same was ratified by the Members at the 47thAGM held on August 8 2019.

The Cost Audit reports for FY 2018-19 were filed with Ministry ofCorporate Affairs on September 4 2019. Further the Board of directors based on therecommendations of the audit committee appointed forapproving M/s. Narasimha Murthy &Co. Cost Accountants as Cost Auditors for FY 2020-21 for conducting the audit of costrecords of the Company for Electricity Ferro alloys (Steel) and Sugar & IndustrialAlcohol subject to ratification of members at the ensuing AGM.

Internal Auditors for Costing Systems and Cost Accounting Records

M/s. Sagar & Associates Internal Auditors conducted internal auditof cost records for the Financial Year 2019-20.

The Board appointed M/s. Sagar & Associates as Internal Auditorsfor conduct of internal audit of cost records for FY 2020-21.

Maintenance of Cost Records

During the year under review the Company has maintained accounts andcost records as required under Section 148(1) of the Act.

Secretarial Audit

During the year under review the Company has complied with theprovisions of Regulation 24A of the Listing Regulations. Post closure of the financialyear Nava Bharat Energy India Limited (NBEIL) has become a material subsidiary(un-listed). In line with the above said regulation the Secretarial Audit report of NBEILis available on the Company's website.

The Secretarial Audit Report for the financial year ended March 312020 issued by Practicing Company Secretary is enclosed as Annexure - 10 to thisReport and does not contain any reservation qualification or adverse remarks.

Further the Board has appointed M/s. PS Rao & AssociatesPracticing Company Secretaries to conduct secretarial audit pursuant to therecommendations of the Audit committee for the FY 2020-21.

Material Changes and Commitments

There have been no material changes and commitments in the businessoperations of the Company from the financial year ended March 31 2020 to the date of thesigning of the Directors' Report.

Material Orders passed by the Regulators by the No Regulators orcourts or tribunals impacting the going concern status and company's operations infuture except as stated otherwise.

Insurance

All the properties of the Company including buildings plant andmachinery and stocks have been adequately insured.

Adequacy of Internal Financial Controls with Reference to the FinancialStatements

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The Company maintains all its records in SAPsystem and the work flow and approvals are routed through SAP.

The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company and its subsidiaries.Based on the report of internal audit function the Units undertake corrective action intheir respective areas and strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit committee of the Board periodically.

The Board of directors of the Company have adopted various policieslike related party transactions policy whistle blower policy policy to determinematerial subsidiaries and such other procedures for ensuring orderly and efficient conductof its business for safeguarding its assets prevention and detection of frauds anderrors accuracy and completeness of the accounting records and timely preparation ofreliable financial information.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 (5) of the Act (section 205Aof the Companies Act 1956) an amount of 1706248/- relating to FY 2011-12 whichremained unclaimed for a period of 7 years was transferred by the Company on September 192019 to the Investor Education and Protection Fund.

Transfer of unclaimed Shares to Investor Education and Protection FundAuthority

All shares in respect of which dividend has not been paid or claimedfor seven consecutive years or more (relevant shares) upto and including FY 2011-12 weretransferred by the Company in the name of IEPF on December 5 2017 September 24 2018 andOctober 16 2019 and the statement containing such details as prescribed is placed onCompany's website at https://www.nbventures.com/unclaimed-unpaid-dividend-shares/

Vigil Mechanism

The Company established a vigil mechanism for directors and employeesto report genuine concerns pursuant to Section 177 of the Act. The vigil mechanismprovided for adequate safeguards against victimisation of employees who use such mechanismand for direct access to the chairperson of the Audit committee in appropriate orexceptional cases.

The policy lays down the mechanism for making enquiry into whistleblower complaint received by the Company. Employees who may become aware of any allegedwrongful conduct are encouraged to make a disclosure to the Audit committee.

The details of such mechanism are communicated to all the directors andemployees and it was also disclosed on the website of the Company athttps://www.nbventures. com/policies-code-of-conduct/

Risk Management Policy

The Board formulated and implemented Risk Management Policy for theCompany which identifies various elements of risks which in its opinion may threaten theexistence of the Company and measures to contain and mitigate risks. The Company hasadequate internal control systems and procedures to combat the risk. The Risk Managementprocedures are reviewed by the Audit committee and the Board on periodical basis. TheCovid-19 pandemic has triggered new risks in business operations. While the gravity of thepandemic is still unfolding your Company pro-actively put in place crisis managementboth at the Business as well as at the Corporate level.

Covid-19 Response: The Covid-19 pandemic and the consequentlockdown posed a formidable challenge to the Company's operations and the well-beingof its employees. In recognition of the seriousness of the threat the Company put inplace stringent safety protocols at the beginning of the crisis and established teamstasked with ensuring that Company's employees and business associates were permittedto operate in view of their essential nature did so with all risk mitigation measures inplace. Extensive communication and training on safety protocols at the workplace foremployees' provision of protective equipment and the rapid adoption of working fromhome where feasible were undertaken.

Dividend Distribution Policy

The Dividend Distribution policy as stipulated under

Regulation 43A of the Listing Regulations is not required to bedisclosed in the annual report and on the website of the Company as the provisions of thesaid regulation are not applicable to your Company. However the

Dividend Distribution Policy is placed on the Company's websiteunder the weblink: https://www.nbventures. com/policies-code-of-conduct/ on voluntarybasis.

Industrial Safety and Environment

Utmost importance continues to be given to the safety of personnel andequipment in all the plants of the

Company. The Company reviews thoroughly the various safety measuresadopted and takes effective steps to avoid accidents. Safety drills are also conducted atregular intervals to train the employees for taking timely and appropriate action in caseof accidents.

Awards

Your Company received the following awards / recognitions during2019-20:

1. "Silver Award" for Best Co-Generation in Andhra

Pradesh State from South Indian Sugarcane & Sugar TechnologistsAssociation (SISSTA) for the season 2018-19 at the 49th Annual Convention of SISSTA heldin Chennai.

2. "Energy Efficient Unit" award under thecategory of Power Sector Captive Power Plant from Confederation of Indian Industry (CII)at the 20th National Award for Excellence in Energy Management.

3. "Energy Efficient Unit" award under thecategory of Metal Sector from Confederation of Indian Industry (CII) at the 20th NationalAward for Excellence in Energy Management.

4. "Energy Efficient Plant" for achieving FourStar Rating (****) under the category "Large Scale Companies" from CII (EasternRegion) at the 12th Energy Conservation (ENCON).

5. "STARPERFORMER (in large enterprises category)" awardfrom Engineering Export Promotion Council India (EEPC) for the year 2017-18 towardsexcellence in export of Ferro alloys. (Last 19 years (since from 1999-2000 year) we havereceived export awards for 16 times.)

Green initiative in Corporate Governance by Hon'ble Ministry ofCorporate Affairs

The Ministry of Corporate Affairs (MCA) has taken a green initiative inCorporate Governance by allowing paperless compliances by the Companies and permitted theservice of Annual Reports and documents to the shareholders through electronic modesubject to certain conditions and the Company continues to send Annual Reports and othercommunications in electronic mode to the members having email ids.

Industrial Relations

Industrial relations have been cordial during the year under review andyour Directors appreciate the sincere and efficient services rendered by the employees ofthe Company at all levels towards successful working of the Company.

Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) act 2013

Your Company has zero tolerance towards sexual harassment at theworkplace and the details of sexual harassment complaints as per the provisions of the

Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder are as follows:

No of Complaints received Nil
No of Complaints disposed off NA

During the year under review the Company has complied with theprovisions related to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Compliance with Secretarial Standards on Board and Annual GeneralMeetings

During the year under review the Company has complied with secretarialstandards issued by the Institute of Company Secretaries of India on Board Meetings andAnnual General Meetings.

Acknowledgement

Your Directors would like to express their grateful appreciation forthe assistance patronage and co-operation received from the FinancialInstitutions the Company's Bankers Insurance companies the Govt. of IndiaGovernments of various countries Govt. of Telangana Govt. of Andhra Pradesh and Govt. ofOdisha the State utilities Shareholders and employees and other stakeholders during theyear under review.

For and on behalf of the Board
P. Trivikrama Prasad
Managing Director
DIN : 00006887
D. Ashok
Place : Hyderabad Chairman
Date : June 26 2020 DIN : 00006903

.