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Directors Report of Nava Bharat Ventures Ltd.

Mar 31, 2017

Dear members,

The directors are pleased to present the 45th annual report and the Company''s audited financial statements (standalone and consolidated) for the financial year ended March 31, 2017.

FINANCIAL SUMMARY

The financial performance of the Company (standalone and consolidated), for the financial year ended March 31, 2017 is summarized below:

(Rs, in lakhs)

Standalone

Consolidated

12 months ended 31.03.2017

12 months ended 31.03.2016

12 months ended 31.03.2017

12 months ended 31.03.2016

Turnover/Income (Gross)

1,35,703.17

1,30,236.02

1,77,179.61

1,91,292.81

Profit before Finance charges, Depreciation and Taxation

21,231.00

18,784.42

33,752.06

45,121.24

Less: Finance charges (excluding amount capitalized)

5,008.88

3,172.36

8,651.18

8,767.57

Profit before Depreciation and Taxation

16,222.12

15,612.06

25,100.88

36,353.67

Less : Depreciation

3,707.61

3,392.47

9,040.00

8,371.42

Profit for the year after Depreciation

12,514.51

12,219.59

16,060.88

27,982.25

Less : Provision for taxation - Current tax

2,778.22

2,700.00

4,267.43

6,651.04

- Deferred tax

1,438.78

(206.19)

1,673.70

(3,044.56)

- MAT credit entitlement

-

(2,030.00)

(587.21)

(5,278.97)

Profit after Tax

8,297.51

1 1,755.78

10,706.96

29,654.74

Minority share - (profit) / loss

-

-

(585.56)

(1,290.54)

Surplus/deficit of subsidaries sold/written off during the year

-

-

98.20

-

Balance brought forward from last year

1,47,039.41

1,41,857.56

1,90,929.11

1,69,138.84

Profit available for Appropriation

1,55,336.92

1,53,613.34

2,01,148.71

1,97,503.04

Appropriations

Dividend on Equity Share Capital

2,529.43

4,215.71

2,529.43

4,215.71

Corporate Dividend Tax

514.93

858.22

514.93

858.22

General Reserve

-

1,500.00

-

1,500.00

Surplus carried to Balance Sheet

1,52,292.56

1,47,039.41

1,98,104.35

1,90,929.1 1

1,55,336.92

1,53,613.34

2,01,148.71

1,97,503.04

ECONOMIC AND BUSINESS REVIEW

The global markets have stabilized post the Brexit event and US elections last year. According to the IMF, the world is expected to grow by 3.5% in 2017 led by pickup in advanced economies as well as in emerging economies. Advanced economies'' growth would be led by the USA which is expected to benefit from fiscal policy easing. Europe and Japan will also benefit from a cyclical recovery in global manufacturing and trade that started in the second half of 2016.

India''s GDP is expected to grow by 7.2% in 2017 as it will be affected by demonetization event which happened in November, 2016. However, GDP growth is expected to pick up to 7.7% in 2018 led by favorable macroeconomic scenario, political stability ongoing structural measures like passage of GST etc. Thus India is placed on a sweet spot and is gaining momentum both in domestic and international markets.

REVIEW OF OPERATIONS

The performance of the Company has to be viewed as satisfactory in the overall perspective of cataclysmic changes, the power business has been subjected to, period end adjustments in respect of foreign currency assets and liabilities and significant volatility in the input costs and prices of Manganese Alloys while the Sugar business held its head high during the year under review. The Company, however, envisages that long term sustainability can only be achieved with a paradigm shift of focus centering around industrial consumption of power, monetization of idle or stranded operating assets and stiff conservation of resources.

Turnover for the year 2016-17 stood at Rs, 1,35,703.17 lakhs compared to Rs, 1,30,236.02 lakhs in the previous year and the profit after tax stood at Rs, 8,297.51 lakhs reduced from Rs,11,755.78 lakhs in the previous year.

FERRO ALLOYS

The Company witnessed significant volatility in both Manganese Alloy and Chromium Alloy businesses. While the conversion arrangement with Tata Steel Ltd., (TSL) provided stability and decent performance in respect of Ferro Chrome, Silico Manganese was subjected to wild swings in manganese ore costs as well as sales realizations. The overall performance in this business was significantly better than that in FY 2015-16 wherein the Company was able to secure better value addition for captive power than that obtained through sales on power exchange during the year. Accordingly, the Company has focused on higher production of Manganese Alloys and higher conversion volume of Ferro Chrome which will continue through FY 2017-18 and beyond.

POWER

During the period under review, the Power business, reflecting the sector trend, remained quite subdued. The power dispatches in Telangana and Andhra Pradesh were severely impacted by grid curtailments and were further impeded by low power exchange prices. The Power plants in Odisha trailed the weak trend in exchange prices being the only means of dispatch of power and so, operated at low plant load factor (PLF) with the second 60 MW Unit remaining idle throughout the year. Captive consumption of power in the production of manganese alloys and chrome alloys (under Conversion arrangement with TSL) mitigated the situation to some extent. The Company was able to source the coal at reasonable rates and remain competitive to effect sales through power exchange, principally aiming at recovery of a part of fixed costs and maintaining generation at near optimum loads.

The power segment comprises technical support fee forming part of the O & M services fee of the Zambian company to the extent of interim services prior to the 300 MW power plant achieving COD. This fee will form a separate revenue stream from FY 2017-18 onwards.

SUGAR

The Company''s sugar business was robust both in terms of revenues as well as profits in FY 2016-17, reflecting the buoyancy in this sector. This is expected to sustain during FY 2017-18 as well.

BONUS SHARES

Pursuant to the recommendations of the Board of directors and the approval of shareholders at the 44th Annual General Meeting (AGM), the Company allotted bonus shares in the ratio of 1:1 (i.e. one bonus equity share of Rs, 2/- each for every one existing equity share of Rs, 2/- each) to all the shareholders of record as on September 3, 2016 (record date). Consequently, the share capital of the Company increased to 17,85,75,482 equity shares of Rs, 2/- each aggregating to Rs, 35,71,50,964/- from 8,92,87,741 equity shares of Rs, 2/- each aggregating to Rs, 17,85,75,482/-.

DIVIDEND

Given the weak trend in the power business and the need to conserve resources, your Board of directors considered it fit to prune the dividend outgo and recommended a dividend on the equity shares at Rs, 1/- per equity share of Rs, 2/- each for the FY 2016-17 on the expanded share capital due to bonus issue of shares, subject to shareholdersRs, approval at the ensuing AGM. The aggregate dividend payout amounts to Rs, 16.86 crores, excluding corporate dividend tax of Rs, 3.43 crores.

RESERVES

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

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

listing of equity shares

The securities of the Company are listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

During the year under review, the Company issued and allotted 8,92,87,741 fully paid-up bonus equity shares of Rs, 2/- each and the same have been listed on the NSE and BSE on September 16, 2016.

Further, the Company has no equity shares carrying differential rights.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain class of companies. Ind AS has replaced the existing Indian

GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

Your Company has been covered under Ind AS with effect from April 1, 2016. The reconciliation and description of the effect of the transition from IGAAP to Ind AS have been provided in the notes to accounts to the financial statements.

SUBSIDIARY COMPANIES

The Company has Indian and overseas direct and step down subsidiaries.

Consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS 110 issued by MCA and as per the provisions of the Companies Act, 2013.

As per the provisions of Section 136 of the Companies Act, 2013, separate audited financial statements of subsidiary companies are made available on the Company’s website www.nbventures.com and the Company shall furnish a hard copy of annual reports of the subsidiary companies to any shareholder on demand at any point of time.

The annual accounts of the subsidiary companies shall also be available for inspection by any shareholder in the registered offices of the holding Company and of the subsidiary companies concerned.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statements pursuant to Rule 8(1) of Companies (Accounts) Rules, 2014 is enclosed as Annexure - 1 to this report.

Statement containing the salient features of the financial statement of subsidiaries and associate Companies for the year ending March 31, 2017 in Form AOC-1 (Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) is enclosed at the end of the notes on Accounts to Financial Statements.

OVERSEAS CORPORATE STRUCTURE

The Company has overseas investments in Coal Mining, Power Generation, Operation & Maintenance Services and Commercial Agriculture, spread across different geographical regions. The Company has created different intermediate holding companies being wholly owned subsidiaries in Singapore to cater separately to; Power Generation through Nava Bharat (Singapore) Pte. Ltd; O&M Services through Nava Energy Pte. Ltd; and Commercial Agriculture through Nava Agro Pte. Ltd. This structure will facilitate investment pursuits in a focused manner, aside from induction of investors at appropriate time. All the investments henceforth will be routed through respective wholly owned subsidiaries in Singapore.

NAVA BHARAT (SINGAPORE) PTE. LIMITED (NBS)

NBS, a wholly owned subsidiary of the Company in Singapore, was the investment arm and holding Company of the overseas strategic investments while rendering trading services for ferro alloys within the Group. Henceforth, NBS will control the investments in coal and power generation, principal investment being in Zambia.

MAAMBA COLLIERIES LIMITED (MCL)

MCL is a step down subsidiary of the Company in Zambia with NBS holding 64.69% of the equity stake while the balance 35.31% is held by ZCCM Investments Holdings Plc and others. MCL has the largest coal concession in Zambia and has revamped the Coal Mine operations and established a 300 MW (2 X 150 MW) Coal Fired Power Project at a net capital outlay of USD 843 million. The means of finance include long term debt of USD 590 Million, Equity funds of USD 253 Million from Sponsors and pre-COD power sale revenues. The 300 MW Power Plant was commissioned in phases by December 2016. Both the Units have since stabilized MCL is awaiting the approval of the Lenders and their Technical Advisors for Take Over of the Power Plant from the EPC Contractor and declare Commercial Operations Date (COD). As the Power Plant has been in a state of readiness, COD will be declared in consultation with all the stake holders in accordance with the prevailing IFRS regulations. Accordingly, the 300 MW Power Plant operations will form part of Consolidated Financials for a part of FY 2018 and thereafter.

For FY 2017, MCL made an operating profit of USD 2,296,998 (after tax) on a total income of USD 10,178,987, aided by Deferred Tax benefit, while the high grade coal operations have been flat owing to limited off take opportunities in and around Zambia. The Coal mining operations will get a fillip upon commencement of commercial operations in the 300 MW Power Plant which requires about 1.6 Million tons of coal per annum. The Coal mine has substantial SAMREC compliant coal resource which can address all the fuel requirements of not only the 300 MW Power Plant but also its expansion schemes for considerable length of time.

NAVA BHARAT LAO ENERGY PTE. LIMITED (NBLE)

NBLE, Singapore, was 100% owned by NBS and NBLE was holding 70% stake in Namphak Power Company Limited (NPCL), the Hydro Power Project Company in Laos. During FY 2016-17, Nava Bharat (Singapore) Pte. Ltd (NBS) exited from the Laos Hydro Power Project by divesting its entire stake of 100% in NBLE and so, indirect stake of 70% equity in the project company (NPCL), in favour of Chaleun Sekong Group (CS Group) of Laos. The sale process of NBLE to CS Group was completed in two tranches in FY 2016-17 whereby both NBLE and NPCL ceased to be subsidiaries of NBS and of Nava Bharat Ventures Limited.

NAVA ENERGY PTE. LIMITED, SINGAPORE (NEPL)

NEPL, Singapore, is a wholly owned subsidiary (WOS) of the Company and is the intermediate holding company in Singapore, engaged in O&M services of power plants abroad. It will avail technical support from Nava Bharat Ventures Limited, the Holding Company, with requisite expertise and operating experience of power plants and supplement it with technical support from Original Equipment Manufacturers (OEMs) or EPC contractors, as required.

NEPL has secured the O&M contract from Maamba Collieries Ltd (MCL) for the latter''s 300 MW coal fired power plant in Zambia. For due performance of obligations under the O&M contract, NEPL has inter alia entered into a Long Term Technical Support Agreement with the Indian Holding Company which has also extended performance guarantee and bank guarantees as required under the O&M Contract with MCL. Your Company considers this as an opportunity to leverage its rich experience in power plant operations, gained assiduously over the last three decades while a distinct revenue stream is established in O&M services.

NEPL has set up a Zambian company, Nava Energy Zambia Limited (NEZL) as its WOS to facilitate compliance with local laws in engagement of subcontractors and employees to discharge the O&M Contract obligations.

The Company expects that its O& M experience in MCL will establish its foot print in this emerging service which it can leverage for further opportunities in this space.

NAVA ENERGY ZAMBIA LIMITED, ZAMBIA (NEZL)

Nava Energy Zambia Limited is a Zambian Step down subsidiary and a WOS of NEPL. NEZL has engaged qualified and experienced personnel and Sub-contractors in Zambia. It is set to render the O&M Services for the 300 MW Power Plant of MCL from the Commercial Operations Date, expected shortly, for an initial period of 10 years. In order to achieve smooth transition from the construction phase to operations phase, NEZL has established its presence at the site for the last one year to participate in all the commissioning activities.

During the Financial year 2017, the O&M operations at MCL did not commence and so, NEPL/NEZL have rendered only interim services by themselves and through sub-contractors as prescribed under the O& M Contract.

NAVA AGRO PTE. LIMITED, SINGAPORE (NAPL):

NAPL is a wholly owned subsidiary of the Company and is intended to be the intermediate holding company in Singapore to pursue investments in commercial agriculture and related businesses, initially in Africa. It is proposed to transfer the investments currently in Tanzania, held by NBS, into this holding company.

Kawambwa Sugar Limited (formerly Kariba Sugar Limited) (KSL) is a Zambian company which has been allocated 10,000 ha of land by the Government of Zambia to pursue Sugar business initially. During the year under review, NAPL acquired 100% shareholding of KSL. At present KSL is engaged in Environmental Impact Assessment Study and Detailed Feasibility evaluation for establishing a Sugar manufacturing plant on the land concession. An appropriate investment decision will be taken by your Board after evaluating the findings of EIA and the DPR.

KAWAMBWA SUGAR LIMITED, ZAMBIA (KSL) (formerly known as Kariba Sugar Limited)

Kawambwa Sugar Limited (KSL) was incorporated in Zambia and became a subsidiary of NAPL during FY 17. It has secured approval of the Government of Zambia for allocation of 10,000 Ha of land in Luena Farm Block, North Western province of Zambia to set up an Integrated Sugar Complex.

Kawambwa Sugar Limited has engaged Consultants to carry out Environmental Impact Assessment study and Detailed Feasibility and an appropriate investment decision will be taken shortly.

NB TANAGRO LIMITED, TANZANIA (NBTL)

NBTL is a Step down subsidiary in Tanzania and has been pursuing investment in Oil Palm. NBS holds 80% in NBTL while the balance 20% is held by National Development Corporation of Tanzania. NBTL currently awaits allocation of land from the Government. The shareholding of NBS is proposed to be transferred to NAPL as part of restructuring of investments in Agri space.

NB RUFIJI PVT. LIMITED, TANZANIA (NBRPL)

NBRPL is another step down subsidiary in Tanzania, pursuing investment in Oil Palm. NBRPL is a WOS of NBS and is engaged with Rufizi Development Authority for facilitating land allocation following which investment plans will be drawn up. The shareholding of NBS is proposed to be transferred to NAPL as part of restructuring of investments in Agri space.

KARIBA INFRASTRUCTURE DEVELOPMENT LIMITED, ZAMBIA (KIDL)

As the proposed multi facility Economic Zone project could not be established in Zambia, KIDL applied and was struck off from the register of companies and therefore ceased to be in existence.

INDIAN SUBSIDIARIES

NAVA BHARAT ENERGY INDIA LIMITED (NBEIL)

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

Nava Bharat Energy India Limited (NBEIL) operated the 150 MW Independent Power Unit in Telangana on merchant basis with an average PLF of 53.71% during FY 2016-17. During the period under review, the grid off take was dismal and the alternative power market on IEX wasn''t remunerative. The situation is aggravated owing to increase in e-auction coal prices with no pass through arrangement.

NAVA BHARAT PROJECTS LIMITED (NBPL)

NBPL is a WOS of the Company and is engaged in project management support, trading/export of goods or equipments.

Enforcement Directorate, Hyderabad: The Enforcement Directorate, Hyderabad, (ED) vide its Provisional Attachment Order dated July 22, 2014 attached to the extent of Rs,138.59 crores in respect of the investment made by the Company in the share capital of Nava Bharat Energy India Limited and the said Provisional Attachment Order was also confirmed by the Adjudicating Authority under Prevention of Money Laundering Act, 2002 vide Order dated May 20, 2015.

Subsequently, the ED issued a letter dated July 9, 2015 to Nava Bharat Projects Limited requesting to transfer entire 73,99,99,994 equity shares of Rs,2/- each of face value of Nava Bharat Energy India Limited held by the Company within one week. Against the said confirmation Order of the Adjudicating Authority and letter dated July 9, 2015 of ED, an appeal was filed before the Appellate Tribunal constituted for hearing the appeals against the Order of the Adjudicating Authority under PMLA. The Appellate Tribunal granted stay against operation of the Letter dated July 9, 2015, subject to certain conditions vide Order dated July 30, 2015 and the said stay has been extended from time to time, until August 28, 2017 on which date the appeal stands posted for final hearing.

BRAHMANI INFRATECH PRIVATE LIMITED (BIPL)

BIPL is a subsidiary of the Company with 65.74% equity stake. Following the surrender of land of SEZ back to the Government, BIPL has been engaged in investments in urban lands and properties to diversify its portfolio and to pursue urban infrastructural development.

Following the cessation of SEZ activity and surrender of land, BIPL has been embroiled in protracted litigation including Arbitration of disputes with Mantri Group, its Co developer and Technical Associate for SEZ.

The Arbitration Award by the Hon''ble Arbitrator is currently being disputed by BIPL and Mantri Group on separate grounds and is sub-judice.

Mantri Technology Parks Private Limited (MTPPL) sought for injunction restraining the asset management company / mutual funds in repaying to the Company on maturity, before the Civil Courts, Hyderabad, OP No 571/2015, under Section 9 of the Arbitration and Conciliation Act, 1996. The Company is contesting the same and is sub-judice.

BIPL and MTPPL both have filed cross applications before Civil Court Hyderabad, seeking reliefs against each other in setting aside the Arbitration Award no. 2/2013 under Sec 34 of the Arbitration and Conciliation Act, 1996 with regard to such portion of the Award favoring other party.

CLB matter: The Company Petition no. 42 of 2011 and its associated Applications CA 140 & 141 of 2012 filed by Malaxmi Infra Ventures Pvt. Ltd. one of the shareholders of BIPL in Company Law Board, Chennai Bench, were transferred to National Company Law Tribunal, Hyderabad Bench. The Hon''ble Hyderabad Bench, vide its Order dated January 31, 2017 held that the transaction for the cancellation of the land in question by APIIC is bonfire one and it is in the best interest of the BIPL and the same is legal. Interim Orders dated June 10, 2011 stand vacated and CA Nos.140 & 141 of 2012 also stand dismissed with no order as to costs and BIPL was directed to appoint Mr. Y. Harish Chandra Prasad as Director in accordance with its Articles of Association, within a reasonable time. On an Appeal filed by BIPL, the Hon''ble National Company Law Appellate Tribunal, New Delhi (NCLAT) seeking to set aside the Order to the extent of direction to appoint Mr. Y. Harish Chandra Prasad as director on the Board of BIPL. The Appeal was and the said impugned direction was set aside on April 17, 2017.

NAVA BHARAT REALTY LIMITED AND NAVA BHARAT SUGAR AND BIO FUELS LIMITED

Both, Nava Bharat Realty Limited and Nava Bharat Sugar and Bio Fuels Limited applied for strike off from the register of companies as there have been no operations in these Companies. They have therefore ceased to be subsidiaries of the Company.

KINNERA POWER COMPANY PVT. LTD (KPCPL) (Associate Company)

KPCPL is an associate of the Company with 26% equity stake and continues to hold the same as specified by National Highway Authorities of India (NHAI). As per the professed intention and there being no economic interest, the Company plans to fully off-load its stake in KPCPL in favour of Meenakshi Infra Group in due course as per the regulations. Accordingly, no economic interest from KPCPL is being factored in the consolidated financials nor the accounts of KPCPL appended in the Annual report of the Company.

OUTLOOK AND FUTURE PLANS

"Management Discussion and Analysis" contains a section on the Company''s outlook and future plans and members 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 Company during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo have been enclosed as Annexure - 2, to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is committed towards betterment of society and protection of environment with constant efforts to build and nurture long lasting relationships with the society. Further, the Company''s CSR initiatives/ activities aim at improving quality of life of the communities and stakeholders in general and communities around the Company''s manufacturing facilities, in particular, and, to contribute towards economic development of the society from which your Company draws resources for its operations.

Your Company continue to remain focused on improving the quality of life and engaging communities through education, livelihood, health, drinking water and sanitation, enhancing vocational skills, empowering women, etc. During the year under review, the Company spent over Rs, 320 Lakhs on CSR activities. The annual report on CSR activities, in terms of Section 135 of the Companies Act, 2013 read with rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, is enclosed as Annexure - 3 to this Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual 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 parties referred to in sub-section(1) of Sec.188 in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed as Annexure - 5 to this Report.

The policy on materiality of related party transactions and also on dealing with the related party transactions as approved by the Audit committee and the Board of directors was placed on the website of the Company under the web link: http://www.nbventures.com/corporate_policies.htm

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, guarantees provided and investments made during the Financial Year ended on March 31, 2017 are enclosed in Annexure - 6 to this Report in compliance with the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014. The particulars of aggregate loans, guarantees and investments under Section 186 of the Companies Act, 2013 are disclosed in Financial Statements which may be read as part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) is presented in a separate section forming part of this Report.

BUSINESS RESPONSIBILITY REPORT

As per regulation 34(f) of SEBI LODR, the annual report shall contain business responsibility report (BRR) describing the initiatives taken by the Company from environmental, social and governance perspective. However, SEBI having regard to the green initiative, clarified vide its press release dated November 30, 2015 that the Company can place BRR on its website and provide website link for the same in the annual report. Accordingly, the BRR is made available on the Company''s website at http://www.nbventures.com/ corporate_policies.htm

CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws.

A separate Report on Corporate Governance as stipulated under Regulation 34(3) of SEBI (LODR) Regulations, 2015 is attached hereto as a part of this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

Disclosure under Reg. 34(3) & Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS

(Rs, in lakhs)

S.

No

In the accounts of

Particulars

Amounts at the year ended 2016-17

Maximum Amount of Loans/ Advances/ Investments outstanding during the year 2016-17

1

Nava Bharat Ventures Limited (NBVL) (Holding Company)

Loan Given to:-

Nava Bharat (Singapore) Pte. Ltd. (Wholly Owned Subsidiary of NBVL)

46,364.18

51,343.75

2

Nava Bharat Ventures Limited

(Holding Company)

Investment by the Loanee i.e.,

Nava Bharat (Singapore) Pte. Ltd.

(Wholly owned Subsidiary of NBVL)

In the shares of subsidiary companies i.e.,

1. Maamba Collieries Limited

2. Nava Energy Zambia Limited

83,828.68

0.58

83,828.68

0.58

The Board of directors of the Company has a combination of Executive, Non-Executive and Independent Directors. The Board comprises nine directors of which five constituting more than half of the total strength are Non-Executive and Independent Directors.

INDEPENDENT AND NON-EXECUTIVE DIRECTORS

As prescribed under LODR Regulations and as per Section 149(6) of the Companies Act, 2013, the particulars of NonExecutive and Independent Directors are as under:

Mr. K. Balarama Reddi, Dr. E.R.C. Shekar, Dr. M.VG. Rao, Dr. D. Nageswara Rao and Dr. C.V Madhavi.

They were appointed as Independent Directors by the shareholders at 42nd AGM on August 08, 2014 for a term of 5 (five) years.

WHOLETIME DIRECTORS

Mr. D. Ashok, Mr. P. Trivikrama Prasad, Mr. GRK Prasad and Mr. CV Durga Prasad

None of the directors on the Board is a member of more than ten Committees across all the Companies in which directorship is held. Necessary disclosures regarding committee positions in other public companies as on March 31, 2017 have been made by the Directors.

DECLARATIONS OF INDEPENDENT DIRECTORS

The independent directors declared pursuant to section 149(7) of the Companies Act, 2013 affirming that they meet the criteria of independence as provided in subsection (6) of section149 of the Companies Act, 2013.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in the constitution of the Board.

However, Mr. P.Trivikrama Prasad was re-appointed as Managing Director, by the members with effect from March 19, 2017 for a period of 5 years at the Annual General Meeting held on August 24, 2016.

Mr.M.Subrahmanyam, Company Secretary & Vice President, retired on attaining superannuation and Mr.VSN Raju was appointed as Company Secretary & Vice President with effect from June 1, 2016.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of the Companies Act, 2013, Mr. G.R.K Prasad retires at the AGM and, being eligible, offered himself for re-appointment.

NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board /Committee meetings are circulated to the Directors in advance to enable them to plan their schedule for participation in the meetings.

The Board met seven (7) times during the FY 2016-17 viz. on May 30, 2016, July 22, 2016, August 24, 2016, September 7, 2016, November 17, 2016, January 30, 2017 and March 10, 2017.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the working of its Audit committee, Nomination and Remuneration committee, Corporate Social Responsibility committee and Stakeholders Relationship committee. A structured set of criteria was adopted after taking into consideration the inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. Evaluation of the Board Members is conducted on an annual basis by the Board, Nomination and Remuneration committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

The Nomination and Remuneration committee and the Board of directors had laid down criteria for performance evaluation of directors, Committees and Board as a whole.

Performance indicators for evaluation of Independent Directors:

Independent Directors have three key roles - governance, control and guidance. Some of the performance indicators based on which the Independent Directors are evaluated are:

Ability to contribute to and monitor corporate governance practices.

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

Active participation in long term strategic planning.

Commitment to the fulfillment of a Director''s obligations and fiduciary responsibilities.

Attendance: The performance evaluation of Independent or Non-Executive Members is done by the Board annually based on criteria of attendance and contributions at Board/ Committee Meetings as also the role played other than at Meetings.

The evaluation process also considers the time spent by each of the Board Members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

REMUNERATION POLICY

The Company adopted a policy relating to the remuneration. This Policy covers the remuneration and other terms of employment for the Company''s Executive Team. The remuneration policy for Members of the Board and for Management, aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company. The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its operational locations.

Neither the Managing Director nor any Whole-time Director of the Company received any remuneration or commission from any of its Subsidiaries.

A detailed policy on remuneration of the Directors and Senior Management is placed on the Company''s website under the we blink: http://www.nbventures.com/corporate_ policies.htm also enclosed as Annexure - 7 to this Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'' INDEPENDENCE

The Nomination and Remuneration committee identifies persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPS AND SENIOR MANAGEMENT

A person for appointment as director, KMP or in senior management should possess adequate qualification, expertise and experience for the position considered for appointment. The Committee decides whether qualification, expertise and experience possessed by a person are sufficient for the concerned position. The committee ascertains the credentials and integrity of the person for appointment as director, KMP or senior management level and recommends to the Board his / her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.

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

The criteria of independence are determined as laid in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors shall abide by the Code for independent directors as specified in Schedule IV of the Companies Act, 2013.

COMMITTEES OF THE BOARD

Currently the Board has four committees: The Audit committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Stakeholders Relationship Committee.

PARTICULARS OF EMPLOYEES

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee

Composition of the Committee

Remarks

Audit Committee

Mr. K Balarama Reddi, Chairman

Dr. M.VG.Rao, Member

Dr. D.Nageswara Rao, Member

The Audit committee of the Board of directors was constitute in conformity with the requirements of Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.

All recommendations made by the Audit committee during the year were accepted by the Board.

Nomination and

Remuneration

Committee

Mr. K Balarama Reddi, Chairman

Dr. M.VG.Rao, Member

Dr. D.Nageswara Rao, Member

The Nomination and remuneration committee of the Board of directors was constituted in conformity with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015 and its role has been the same as stipulated in the Act and the Regulations mentioned above.

Corporate Social

Responsibility

Committee

Mr. D.Ashok, Chairman Dr. D.Nageswara Rao, Member Dr. C.VMadhavi, Member

The Corporate Social Responsibility committee of the Board of directors was constituted in conformity with the requirements of Section 135 of the Companies Act, 2013.

The Committee monitored the implementation of the CSR Policy from time to time.

Stakeholders

Relationship

Committee

Mr. K Balarama Reddi, Chairman Mr. P Trivikrama Prasad, Member Dr. M.VG.Rao, Member

The Stakeholders Relationship committee of the Board of directors was constituted in conformity with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015 and its role has been the same as stipulated in the Act and the Regulations mentioned above.

The names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed as Annexure - 8 to this Report.

Particulars of every employee employed throughout the financial year and in receipt of remuneration of Rupees One Crore and Two lakhs or more, or employed for part of the year and in receipt of Rs, 8.50 lakhs or more per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are enclosed as Annexure- 9 to this Report.

NAVA BHARAT VENTURES GENERAL EMPLOYEES BENEFITS SCHEME

Nava Bharat Ventures Employee Welfare Trust (established vide Indenture of Trust dated January 25, 2012) has been reconstituted and aligned with the SEBI (Share Based Employee Benefits) Regulations, 2014 by suitably amending the Trust Deed in line with the Regulations and General Employees Benefits Scheme with the current Regulations, falling under Part D of the Regulations in accordance with the Special Resolution passed by the members in the 43rd Annual General Meeting held on August 27, 2015.

The scheme is in compliance of SEBI (Share Based Employee Benefits) Regulations 2014, as applicable. The Scheme is implemented as specified by SEBI in the Regulations.

Presently, the Trust holds 1.57% of the total paid up share capital of the Company as on March 31, 2017. Since Shares constitute about 91.52% of the total assets held by the EWT for GEBS, the Company and the Trust have to dispose of the surplus shares over and above 10% of its total assets, which the Trust can retain in accordance with SEBI Regulations, before October 28, 2019.

The Company and the Trust shall, after retaining 28,838 shares which it is eligible to retain under the Regulations, have to sell the surplus 27,71,162 shares within a period of five years from the date of the Regulations i.e. before October 28, 2019.

Auditor''s Certificate pursuant to Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 in respect of Nava Bharat Ventures General Employee Benefits Scheme, 2015 would be placed in the meeting.

The prescribed details are disclosed on the Company''s website under the link: http://www.nbventures.com/ corporate_policies.htm

The Trustee shall not be eligible to exercise voting rights in General Meetings on the shares of the Company held by the Trust.

Pursuant to Rule 16 of Companies (Share Capital and Debentures) Rules, 2014, it is disclosed that the Trustee abstained from voting at the AGM held on August 24, 2016.

EMPLOYEES'' STOCK OPTION SCHEME

During the year under review, no employee stock options were granted. No ESOPs were also exercised as there were no outstanding options as at the beginning of the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they 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 that period;

(c) they took 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) they prepared the annual accounts on a going concern basis;

(e) they laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and operating effectively; and

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

STATUTORY AUDITORS & AUDITOR''S REPORT

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting (AGM). They were appointed as Auditors of the Company during the transitional period of 3 years at the 42nd AGM held on August 8, 2014 subject to ratification by the members at every AGM held after 42nd AGM. Their appointment was ratified at the 43rd and 44th AGM held on August 27, 2015 and August 24, 2016 till the conclusion of next AGM (44th and 45th AGM) respectively.

Certain figures forming part of the statement of assets and liabilities for the years ended March 31, 2016 and 2017 filed by the Company with stock exchanges earlier, have been further reclassified by the statutory auditors in the accompanying financial statements for better clarity under IND-AS regulations. This has no impact on the reported financial positions.

The Auditors'' Report on the financial statements of the company for financial year ended March 31, 2017 does not contain any reservation, qualification or adverse remarks and their report together with notes to Financial Statements are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

The term of the existing statutory auditors (M/s. Brahmayya & Co) expired and the transitional period of 3 years as allowed under the Act will also expire at the conclusion of 45th AGM of the Company.

The Board of directors upon the recommendations of Audit committee recommended the appointment of M/s. Walker Chandiok & Co., Chartered Accountants (Firm Regn. No. 001076N / N500013) for a period of 5 years as the auditors of Company from the conclusion of 45th AGM till the conclusion 50th AGM, subject to the approval of shareholders at the 45th AGM and ratification every year thereafter, in compliance with the mandatory rotation of statutory auditors as required under Companies Act, 2013.

COST AUDIT

The Board appointed M/s. Narasimha Murthy & Co., Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for Sugar, Industrial Alcohol, Steel (Ferro Alloys) and Electricity for the Financial Year 2016-17 on the recommendations of the Audit committee. The same was ratified by the Members at the 44th Annual General Meeting held on August 24, 2016.

The Cost Audit reports for FY 2015-16 were filed with Ministry of Corporate Affairs on September 12, 2016.

Further, the Board of directors based on the recommendations of the audit committee, appointed M/s. Narasimha Murthy & Co., Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for Sugar, Industrial Alcohol, Steel (Ferro Alloys) and Electricity for the FY 2017-18 and their remuneration be 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 audit of cost records for the Financial Year 2016-17.

The Board appointed M/s Sagar & Associates, as Internal Auditors for conduct of internal audit of cost records for the Financial Year 2017-18.

SECRETARIAL AUDIT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of directors appointed M/s.P.S.Rao & Associates, Practicing Company Secretaries, to conduct secretarial audit pursuant to the recommendations of the Audit committee for the Financial Year 2016-17.

The Secretarial Audit Report for the financial year ended March 31, 2017 issued by Practicing Company Secretary is enclosed as Annexure - 10 to this Report and does not contain any reservation, qualification or adverse remarks.

Further, the Board appointed M/s.P.S.Rao & Associates, Practicing Company Secretaries to conduct secretarial audit pursuant to the recommendations of the Audit committee for the FY 2017-18.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments in the business operations of the Company from the financial year ended March 31, 2017 to the date of the signing of the Directors'' Report.

MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the Regulators or courts or tribunals impacting the going concern status and company''s operations in future, except as stated otherwise.

INSURANCE

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting 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 in their respective areas and strengthen the controls.

Significant audit observations and corrective actions thereon are presented to the Audit committee of the Board periodically.

The Board of directors of the Company have adopted various policies like related party transactions policy, whistle blower policy, policy to determine material subsidiaries and such other procedures for ensuring orderly and efficient conduct of its business for safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A of the Companies Act, 1956 (Sec. 124 (5) of the Companies Act, 2013), an amount of Rs, 28,14,480/- relating to FY 2008-09, which remained unclaimed for a period of 7 years had been transferred by the Company on August 31, 2016 to the Investor Education and Protection Fund and credited on September 02, 2016.

VIGIL MECHANISM

The Company established a vigil mechanism for directors and employees to report genuine concerns pursuant to Sec. 177 of the Companies Act 2013. The vigil mechanism provided for adequate safeguards against victimization of employees who use such mechanism and for direct access to the chairperson of the Audit committee in appropriate or exceptional cases.

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

The details of such mechanism are communicated to all the directors and employees and it was also disclosed on the website of the Company http://www.nbventures.com/ corporate_policies.htm

RISK MANAGEMENT POLICY

The Board formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedures are reviewed by the Audit committee and the Board on periodical basis.

DIVIDEND DISTRIBUTION POLICY

In compliance with the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the Board formulated Dividend Distribution Policy for the Company and policy applies to the distribution of dividend by the Company in accordance with the provisions of the Companies Act, 2013 ("Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Regulations).

The Dividend Distribution Policy is enclosed as Annexure -11 to this Report and also placed on the Company''s website under the we blink: http://www.nbventures.com/corporate_ policies.htm

INDUSTRIAL SAFETY AND ENVIRONMENT

Utmost importance continues to be given to the safety of personnel and equipment in all the plants of the Company. The Company reviews thoroughly the various safety measures adopted and takes effective steps to avoid accidents. Safety drills are also conducted at regular intervals to train the employees for taking timely and appropriate action in case of accidents.

AWARDS

Your Company received the following awards/recognitions during 2016-17:

1. National Award for Excellence in Energy Management 2016 as Excellent Energy Efficient Unit from Confederation of Indian Industry (The Odisha Works and Sugar Division received this award). NBVL''s step down subsidiary NBEIL received the award as Energy Efficient Unit

"Increased Juice Drainage Area for all the Mills to Improve Milling Efficiency" implemented by Sugar Division, recognized by CII as an "Innovative Project"

2. National Energy Conservation Awards 2016 Certificate of Merit from Bureau of Energy Efficiency, Govt. of India, Ministry of Power (The 114 MW Power Plant at Paloncha received this certificate)

3. Star Performer - Large Enterprise (Ferro Alloys) for Export Excellence for the year 2014-15 from EEPCINDIA, Southern Region

4. Netmagic Futurist Award for IT - Excellence in Manufacturing Segment, focusing on deployment of Next Generation Business Applications, from Netmagic, India''s leading Managed Hosting and Cloud service provider

GREEN INITIATIVE IN CORPORATE GOVERNANCE BY HON''BLE MINISTRY OF CORPORATE AFFAIRS

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

INDUSTRIAL RELATIONS

Industrial relations have been cordial during the year under review and your Directors appreciate the sincere and efficient services rendered by the employees of the 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 the workplace and the details of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under are as follows:

No of complaints received : Nil

No of complaints disposed off : NA

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance, patronage and co-operation received from the Financial Institutions, the Company''s Bankers, Insurance companies, the Govt. of India, Governments of various countries, Govt. of Telangana, Govt. of Andhra Pradesh and Govt. of Odisha, the State utilities and Shareholders, during the year under review.

for and on behalf of the Board

P. Trivikrama Prasad

Managing Director

Place : Hyderabad D. Ashok

Date : May 27, 2017 Chairman


Mar 31, 2016

Dear Members,

The Directors are pleased to present the 44th Annual Report and the Company''s Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2016.

FINANCIAL SUMMARY

The financial performance of the Company (Standalone and Consolidated) for the Financial Year ended 31st March, 2016 is summarized below:

(Rs. in lakhs)

Standalone Consolidated

12 months 12 months 12 months 12 months ended ended ended ended 31.03.2016 31.03.2015 31.03.2016 31.03.2015

Turnover/Income (Gross) 129630.25 147471.34 193335.56 219837.54

Profit before Finance charges, Depreciation and Taxation 18295.39 21723.14 45664.89 42368.94

Less:Finance charges (excluding amount capitalized) 3283.76 2824.35 9617.79 11167.74

Profit before Depreciation and Taxation 15011.63 18898.79 36047.10 31201.20

Less : Depreciation 3405.05 3627.84 7630.28 7875.60

Profit for the year after Depreciation 11606.58 15270.95 28416.82 23325.60

Less : Provision for taxation

- Current tax 2700.00 3310.00 3746.65 6535.82

- Deferred tax (185.34) 198.76 (188.10) 196.33

- Tax of earlier years -- 15.27 3.23 186.67

- MAT credit entitlement (2030.00) (2500.00) (5278.97) (4496.21)

Profit after Tax 11121.92 14246.92 30134.01 20902.99

Balance brought forward from last year 136691.43 133113.40 167464.64 157529.26

Minority share (Profit / Loss) -- -- (1403.76) (298.72)

147813.35 147360.32 196194.89 178133.53

Less: Carrying amount of the assets whose remaining -- 594.96 -- 594.96 useful life is nil and the deferred tax thereon

Profit available for Appropriation 147813.35 146765.36 196194.89 177538.57

Appropriations

Dividend on Equity Share Capital 2529.43 4215.71 2529.43 4215.71

Corporate Dividend Tax 514.93 858.22 514.93 858.22

General Reserve 1500.00 5000.00 1500.00 5000.00

Surplus carried to Balance Sheet 143268.99 136691.43 191650.53 167464.64

147813.35 146765.36 196194.89 177538.57

ECONOMIC AND BUSINESS REVIEW

India''s economic and business environment remained subdued during 2015-16 due to multitude of factors ranging from successive monsoon failures to worldwide commodity meltdown and meager capital allocations by corporates, notwithstanding a fairly moderate oil price. However, growth has picked up in the later part of the fiscal year on the back of a modest recovery in consumption and increased government spending. GDP growth is now seen at about 8 percent, and Nominal Economic growth seen between 11 and 12 percent notwithstanding a marginal fall in the agricultural growth owing to poor monsoon.

The Economy of India is the seventh largest in the world by nominal GDP and the third largest by purchasing power parity (PPP). The country is classified as a newly industrialized country, one of the G-20 major economies, a member of BRICS and a developing economy with an average growth rate of approximately 7% over the last two decades. Fiscal deficit is seen at 3.9 percent of GDP in 2015-16. The rupee has been relatively a better performer among emerging market currencies because of India''s higher forex reserves and lower external debt compared with other emerging market countries.

REVIEW OF OPERATIONS

The performance of the Company should be considered satisfactory for 2015-16 given that all the three business segments that your Company has been engaged in, have been subjected to moderate to significant stress in the year under review.

Turnover for the year 2015-16 stood at Rs. 12,963.02 Million compared to Rs. 14,747.13 Million in the previous year and the profit after tax stood at Rs. 1,112.19 Million, declined from Rs. 1,424.69 Million in the previous year.

FERRO ALLOYS

The Ferro Alloy operations attained reasonable stability with the resumption of conversion arrangement for Ferro Chrome with Tata Steel. The arrangement, resumed initially up to March 2016, has since been renewed till March 2020.

The Silico Manganese operations for the year 2015-16 mirrored the primary steel scenario which was quite subdued for the first nine months. The manganese alloy market, however, witnessed a high degree of volatility in the last quarter and so, the weakness persists with low margins in the current financial year.

The continued drift in the manganese alloy prices also impacted the sales of the carried forward inventory, predominantly in the Odisha unit which had also to pare the sales value on account of quality mis-match during the year under review.

POWER

The Company''s operating power plants in Telangana and Andhra Pradesh delivered reasonable performance during the year under review notwithstanding planned refurbishment cum maintenance outages and severe grid curtailments.

Higher availability of domestic coal and weakened international prices of coal helped your Company maintain competitive cost of generation for plants of this size in FY2016.

The power plants in Odisha have, however, been impacted due to limitation on captive power generation and extremely low spot prices for power which also prevented the operationalization of the second 60 MW Unit.

SUGAR

The present market trend in sugar is favourable although there was a fall in the average realizations in the year under review. The initial bearish trends in sugar prices were reversed towards the last few months of FY 2016, resulting in marginally higher realizations. Integrated operations led by Ethanol held the sway for the Unit to gain the ground lost on account of Sugar per se during the year under review.

DIVIDEND

The Board reviewed the business scenario for FY 2016 and FY 2017 in Ferro Alloy and Power segments and felt it necessary to conserve the funds and be prudent to recommend a dividend on the equity shares at Rs. 3/- per Equity Share of Rs. 2/- each for the FY 2015-16, subject to Shareholders'' approval at the ensuing Annual General Meeting. The aggregate dividend payout amounts to Rs. 25.29 crores, excluding corporate dividend tax of Rs. 5.15 crores.

BONUS SHARES

The Company embarked upon the Zambian Coal Mine Rehabilitation & 300 MW Power Project with a clear view on capital and resource allocations for sustaining long term growth with minimal risks. Members will be pleased to know that the integrated Coal & Power Project has attained fruition with the two units of 150 MW each being ready for synchronization and commercial operations soon.

The Board of Directors at their meeting held on 22nd July, 2016 considered and approved capitalization of Reserves to issue Bonus Equity Shares in the ratio of 1:1 i.e. One Bonus Equity Share of Rs. 2/- each for every One existing Equity Share of Rs. 2/- each to all equity shareholders existing on the Register of Members on the Record Date to be announced soon. The Board considers this bonus issue a fitting reward to the shareholders for their unstinted support for the Company''s growth.

RESERVES

The Board proposed to carry an amount of Rs. 15 crores to General Reserve out of the amount available for appropriation and an amount of Rs. 1432.69 crores is proposed to be retained in the statement of Profit and Loss account.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on 2nd September, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with NSE and BSE on 27th November, 2015.

LISTING OF EQUITY SHARES

The Securities of the Company are listed at National Stock Exchange of India Limited and BSE Limited.

The Company has not issued any Equity Shares during the year. Further, the Company has no Equity Shares carrying differential rights.

The Company will issue Bonus Shares as per the prescribed provisions of the Act and Listing Regulations.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANIES

The Company has Indian and Overseas direct and step down Subsidiaries.

Consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Companies Act, 2013.

As per the provisions of Section 136 of the Companies Act, 2013 the Company has placed separate audited Financial Statements of its subsidiaries on its website www.nbventures.com and the Company shall furnish a hard copy of Annual Reports of the subsidiaries to any shareholder on demand at any point of time.

The Annual accounts of the subsidiary companies shall also be available for inspection by any shareholder in the Registered Offices of the Holding Company and of the subsidiary companies concerned.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is presented pursuant to Rule 8(1) of Companies (Accounts) Rules, 2014 as Annexure No.1 to this report.

Statement containing salient features of the financial statements of Subsidiaries and Associate Companies for the year ending 31st March, 2016 in Form AOC-I (Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) is attached at the end of the Notes on Accounts to Financial Statements.

OVERSEAS CORPORATE STRUCTURE

The Company has overseas investments in Coal Mining, Power Generation, Operation & Maintenance Services and Commercial Agriculture, spread across different geographical regions. All the investments have so far been pursued through Nava Bharat (Singapore) Pte. Limited (NBS), it being the Wholly Owned Subsidiary (WOS) in Singapore. The Board has decided to create other intermediate holding companies in Singapore so that they cater separately to Power Generation, O&M Services and Commercial Agriculture to facilitate investment pursuit in a focused manner.

NAVA BHARAT (SINGAPORE) PTE. LIMITED (NBS)

NBS, a Wholly Owned Subsidiary of the Company in Singapore, has been the investment arm and holding Company of the overseas strategic investments while rendering trading services for ferro alloys within the Group. Henceforth, NBS will control the investments in coal and power generation.

MAAMBA COLLIERIES LIMITED (MCL)

MCL is a step down subsidiary of the Company in Zambia with NBS holding 64.69% of the equity stake while the balance 35.31% is held by ZCCM Investments Holdings Plc and others. MCL has the largest coal concession in Zambia and has embarked upon the Coal Mine Revamping and establishment of a 300 MW (2 X 150 MW) Coal Fired Power Project at a capital outlay of USD 843 million. The means of finance include long term debt of USD 590 Million and Equity funds of USD 253 Million which have been fully tied up. The Financial Closure was achieved in July, 2015.

While the Coal Mining Operations have stabilized, the 300 MW Power Plant is set for full commissioning by August 2016 and commercial operations thereafter. MCL will contribute significantly to the consolidated turnover and profit with part year operations in FY 2017 and going forward. The limited recourse Project Financing transaction of MCL has received rich accolades from discerning international agencies for its innovation, quality and geographic spread of Lenders from China and Africa. The Project is the first Independent Power Project financed on a limited recourse basis to have secured Export Credit Agency Insurance cover from Sinosure, China. The awards include "African Power Deal of the year 2015" from Project Finance International of Thompson Reuters and "Project Finance Power Deal of the Year 2016" by World Finance which are highly appreciated by Financial Institutions and Investors across the Globe.

For FY 2016, MCL made an operating profit of USD 965,523 (after tax) on a total income of USD 12,340,463 which, together with Deferred Tax benefit, supplemented the consolidated income and profit respectively.

NAVA BHARAT LAO ENERGY PVT. LIMITED (NBLEPL)

NBLEPL is a Wholly Owned Subsidiary of NBS incorporated in Singapore, holding 70% stake in Namphak Power Company Limited, the Hydro Power Project Company, Laos.

NAMPHAK POWER COMPANY LIMITED (NPCL)

Namphak Power Company Limited (NPCL) is the Project Company, formed to implement the 150 MW Hydel Power Project in Laos. NBLEPL has shareholding of 70% in NPCL, while Kobe Green Power Co. Ltd., a Japanese company and Electricite'' du Lao, the local power utility hold 15% stake each in NPCL. Namphak Power Company Ltd., has a Concession Agreement with Government of Laos to develop 150MW hydro power plant on BOOT basis. NPCL has identified the EPC Contractor and taken up certain developmental activity near the site in Laos.

The aggregate investment on the Laos Project as at 31st March 2016 amounted to about USD 6.579 million.

NAVA ENERGY PTE. LIMITED (NEPL)

NEPL, Singapore is proposed to be the intermediate holding company for engaging in O&M services of power plants abroad. It will avail technical support from the Indian Holding Company having the requisite expertise and operating experience of power plants and supplement it with technical support from Original Equipment Manufacturers (OEMs) or EPC contractors, as required.

NEPL has secured the O&M contract from MCL for the latter''s 300 MW coal fired power plant in Zambia. For due performance of the O&M contract, NEPL has inter alia entered into a Long Term Technical Support Agreement with the Indian Holding Company which has also extended performance guarantee and bank guarantees as required under the O&M Contract with MCL. Your Company considers this as an opportunity to leverage its rich experience in power plant operations, gained assiduously over the last three decades while a distinct revenue stream is established in O&M services.

NEPL has set up a Zambian company as its WOS to facilitate compliance with local laws in engagement of sub- contractors and employees to discharge the O&M Contract obligations.

The particulars of Contracts executed in relation to the Power Project are given in the Explanatory Statement to the Notice of the 44th Annual General Meeting.

NAVA ENERGY ZAMBIA LIMITED (NEZL)

Nava Energy Zambia Limited is a Zambian Step down subsidiary and a WOS of NEPL. NEZL has engaged qualified and experienced personnel and Sub-contractors in Zambia. It will take over the 300 MW Power Plant from MCL to render the O&M Services from the Commercial Operations Date. In order to achieve smooth transition from the construction phase to operations phase, NEZL has established its presence at the site to participate in all the commissioning activities.

As at 31st March 2016, the O&M operations at MCL were yet to commence and so NEPL/NEZL have no reportable operating performance for FY2016.

AGRI HOLDING COMPANY

The Company proposes to establish another intermediate holding company in Singapore to hold investments in Commercial Agriculture and related businesses. After this holding company is established, it is proposed to restructure the different investments currently in Tanzania and proposed in Zambia, held by NBS into this holding company.

KARIBA SUGAR LIMITED (KSL)

Kariba Sugar Limited (KSL) was recently incorporated in Zambia. KSL has secured approval of the Government of Zambia for allocation of 10,000 Ha of land in Luena Farm Block, North Western province of Zambia to set up an Integrated Sugar Complex. Plans are under way to undertake integrated Palm Oil extraction later with additional land being allocated by the Government.

NB TANAGRO LIMITED (NBTL)

NBTL is a Step down subsidiary in Tanzania and has been pursuing investment in Oil Palm. NBS holds 80% in NBTL while the balance 20% is held by National Development Corporation of Tanzania. NBTL currently awaits allocation of land from the Government.

NB RUFIJI PVT. LTD. (NBRPL)

NBRPL is another step down subsidiary in Tanzania, pursuing investment in Oil Palm. NBRPL is a WOS of NBS and is engaged with Rufizi Development Authority for facilitating land allocation following which investment plans will be drawn up.

KARIBA INFRASTRUCTURE DEVELOPMENT LIMITED (KIDL)

KIDL is a step down subsidiary of NBS and was pursuing the development of a Multi Facility Economic Zone (MFEZ) in Zambia. However, as there has been no material development and there being no fiscal benefits in such MFEZ, it has been decided to wind up this company and necessary corporate actions have been initiated in this regard.

INDIAN SUBSIDIARIES

Indian Subsidiaries, led by Nava Bharat Energy India Limited, helped substantially improve the consolidated performance of your Company.

NAVA BHARAT ENERGY INDIA LIMITED (NBEIL)

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

Nava Bharat Energy India Limited (NBEIL) operated the 150 MW Independent Power Unit in Telangana on merchant basis with an average PLF of 79.08% during FY16. Though the Unit maintained a better availability during FY 2016, power could not be dispatched optimally on account of Grid curtailments and un-remunerative merchant power realizations.

Notwithstanding a low PLF, the subsidiary made a total income of Rs. 50,946.74 lakhs and profit of Rs. 15,363.56 lakhs (after tax) which greatly helped the Company post a healthy consolidated performance for FY 2016.

NAVA BHARAT PROJECTS LIMITED (NBPL)

NBPL is a WOS of the Company and is engaged in trading / export of goods or equipment.

Investigations into the allotment of Coal Blocks to M/s. Navabharat Power Private Limited (NPPL):

The Special Court constituted, pursuant to the directions of the Hon''ble Supreme Court of India, took cognizance of the charge sheet filed by CBI in the matter of NPPL and issued summons to the persons named in the charge sheet. The proceedings are on.

Members are aware that, the Enforcement Directorate vide its Provisional Attachment Order dated 22.07.2014 attached 74 Crore Equity Shares of Rs. 2/- of NBEIL held by NBPL to the extent of Rs. 138.59 crores and the said Provisional Attachment Order was also confirmed by the Adjudicating Authority under Prevention of Money Laundering Act, 2002 vide Order dated 20.05.2015. Subsequently, the Enforcement Directorate, Hyderabad (ED), sought transfer of entire 73,99,99,994 equity shares of Rs. 2/- each face value of Nava Bharat Energy India Limited. The NBPL preferred an Appeal before the Hon''ble Appellate Tribunal at New Delhi which granted interim stay on 30.07.2015 subject to certain conditions.

NBPL made an income of Rs. 8,34,53,723/- and profit of Rs. 1,71,01,877/- (after tax) for FY 2015-16.

BRAHMANI INFRATECH PRIVATE LIMITED (BIPL)

BIPL is a subsidiary of the Company with 65.74% equity stake. Following the surrender of land of SEZ back to the Government, BIPL has been engaged in investments in urban lands and properties to diversify its portfolio and to pursue urban infrastructural development.

Following the cessation of SEZ activity and surrender of land, BIPL has been embroiled in protracted litigation including Arbitration of disputes with Mantri Group, its Co-developer and Technical Associate for SEZ.

The Arbitration Award by the Hon''ble Arbitrator is currently being disputed by BIPL and Mantri Group on separate grounds and is sub-judice.

Extract of Award in Arbitration Case between Mantri Technology Parks Private Limited (MTPPL) and BIPL:

MTPPL is held entitled to Rs. 30 crores towards Interest Free Security Deposit; Rs. 4,82,04,854/- being the amount paid to the respondent towards reimbursement of expenses and Rs. 4,36,90,047/- towards expenses for development of the allotted land. All these amounts shall carry interest @12% p.a. from 02.05.2012 till 31.01.2015 (date of the Award).

BIPL is held entitled to receive from the Claimant Rs. 18,13,33,333/- together with interest @12% p.a. from 02.05.2012 till 31.01.2015.

The awarded amount will carry interest at the rate of 18% p.a. from the date of the Award till the date of realization of the awarded amount.

BIPL has filed an application in the Hon''ble City Civil Court, Hyderabad, under Section 34 of the Arbitration and Conciliation Act, 1996 seeking to set aside the Award to the extent it is aggrieved and to allow its claims. Further, MTPPL has also filed an appeal against the Award and an application under Section 9 of the Arbitration and Conciliation Act, 1996.

CLB matter: M/s. Malaxmi Infra Ventures (India) Private Limited, a shareholder and its Chairman Sri Y. Harish Chandra Prasad, filed a Company Petition inter alia alleging suppression of minority interests. BIPL denied the allegations as being totally contrary to the facts.

Final adjudication of the petition is awaited.

Complaint of Shareholders of BIPL on its Annual Report for 2014-15:

Mr. Sushil Manthri, and three others, shareholders of BIPL, addressed letters to it raising certain issues on the Financial Statements of the BIPL, on the eve of its 16th Annual General Meeting held on 24th August, 2015. BIPL replied to all of them in October, 2015 after the issues were discussed in the Annual General Meeting of BIPL.

Similar representations were subsequently made to BIPL and to the Independent Directors of Nava Bharat Ventures Limited. The Audit Committee and Board of Directors of BIPL as well as the Audit Committee of NBVL considered the representations in detail. After evaluating the material on record and further deliberating the matters at length, they came to the conclusion that there were no flaws whatsoever either in the financial statements or in Auditor''s Report thereon for 2014-15 of BIPL and that the Accounting Procedures and Auditors'' observations were in accordance with standard accounting and auditing practices concerning liability provisioning and disclosure of pending litigations etc.

The said Security Deposit of Rs. 30 Crores deposited with NBVL by MTPPL at the inception of the SEZ project towards security deposit was refunded to BIPL on 31-03-2016.

BIPL made a total income of Rs. 3,62,20,976 and profit of Rs. 1,39,43,772 (after tax) for FY 2016.

NAVA BHARAT REALTY LIMITED (NBRL)

NBRL is a wholly owned subsidiary of the Company and is envisaged to be engaged in the development of realty- focused investments. There have been no operations in this Company.

NAVA BHARAT SUGAR AND BIO FUELS LIMITED (NBSBL)

NBSBL is a wholly owned subsidiary of the Company and is envisaged to be engaged in sugar, bio-fuel and agri based investments. There have been no operations in this Company.

KINNERA POWER COMPANY PVT.LTD (KPCPL)

The Company has off loaded part of equity stake in KPCPL in favour of Meenakashi infra Group and KPCPL ceased to be a subsidiary. The Company continues with 26% of the equity stake in KPCPL as specified by NHAI in 2012-13. As per the professed intention and there being no economic interest, the Company plans to fully off-load its stake in KPCPL in favour of Meenakshi infra Group in due course as per the regulations.

PROPOSED RESTRUCTURING OF ODISHA WORKS

The Corporate Restructuring Plan initiated by the Company is awaiting response from the strategic investors identified by the Company. Some of the key issues include percentage of shareholding to be offered to the Investors and Management Role aside from enterprise valuation.

IEM FOR ESTABLISHMENT OF 3500 TCD SUGAR PLANT AT DHARMAVARAM VILLAGE, PRATHIPADU MANDAL, EAST GODAVARI DIST., A.P.

The Company filed a petition in Hon''ble High Court of A.P. praying for vacation of Interim Suspension Order of Zone declaration issued by the Commissioner and Director of Sugar & Cane Commissioner, Govt. of Telangana, Hyderabad. The Writ Petition 247/13 is pending before the Hon''ble High Court.

OUTLOOK AND FUTURE PLANS

The outlook and future plans of the Company have been mentioned in detail under the "Management Discussion and Analysis" section that forms part of this report.

CHANGE IN THE NATURE OF BUSINESS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with the provisions of Section 134 (3)(m) of the Companies Act, 2013, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo have been annexed as Annexure No.2, to this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND POLICY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board constituted CSR Committee consisting of three directors namely Sri D. Ashok, Chairman, Dr. D. Nageswara Rao, Independent Director and Dr. C.V. Madhavi, Independent Director.

The Board approved the CSR Policy as recommended by the CSR Committee with various CSR initiatives falling within the purview of the Schedule VII of the Act.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has prioritized and implemented several initiatives that have a significant impact on the communities around its manufacturing facilities and the society in general.

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of education, livelihood, health, drinking water and sanitation, enhancing vocational skills, empowering women, etc. These projects are in accordance with Schedule VII of the Companies Act, 2013.

In Education, the Company''s endeavour is to spread, facilitate and supplement quality education at primary and secondary levels in areas around the Company''s manufacturing plants. In Health, the goal is to provide quality eye care at affordable cost, promote health awareness, extend free diagnostic services and medicines, make safe drinking water available in villages, promote sanitation, etc. In Livelihoods, the Company strives to provide employment- enhancing skills to unemployed youth through vocational training in various trades for both men and women.

The Company has spent Rs. 435.03 lakhs towards CSR activities in 2015-16 i.e. above 2% of the average net profits of the Company for the three immediately preceding financial years.

The CSR Policy is placed on the Company''s website under the weblink: http://www.nbventures.com/pdf/corporate_ policies/03_pdf_2014-15_csrpolicy.pdf.

The Annual Report on CSR activities is annexed as Annexure No.3 to this Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is annexed as Annexure No.4 to this Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub-section(1) of Sec. 188 in Form NO.AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure No.5 to this Report.

The policy on materiality of related party transactions and also on dealing with the related party transactions as approved by the Audit Committee and the Board of Directors was placed on the website of the Company under the weblink: http://www.nbventures.com/pdf/corporate_ policies/06_pdf_13jan201 5_related_party_transactions. pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans given, guarantees provided and investments made during the Financial Year ended on March 31, 2016 are given in Annexure No. 6 to this Report in compliance with the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014. The particulars of aggregate loans, guarantees and investments under Section 186 of the Companies Act, 2013 are disclosed in Financial Statements which may be read as part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Report.

CORPORATE GOVERNANCE

Your Company is committed to achieving the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws.

A separate Report on Corporate Governance as stipulated under Regulation 34(3) of SEBI (LODR) Regulations, 2015 is attached hereto as a part of this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

Disclosure under Reg. 34(3) & Schedule V of SEBI (LODR) Regulations, 2015.

Related Party Disclosure as per Schedule V of SEBI (LODR) Regulations, 2015 (Rs. in lakhs)

Maximum Amounts Amount of at the year Loans/ Advances/ S. No In the accounts of Particulars ended Investments 2015-16 outstanding during the year 2015-16

1 Nava Bharat Ventures Loan Given to:- Limited (NBVL) 1.Nava Bharat (Singapore) Pte. Ltd. 51,343.75 51,343.75 (Holding Company) (Wholly Owned Subsidiary of NBVL)

2.Brahmani Infratech Private Limited

(Subsidiary of NBVL) NIL 3,000.00 (Security Deposit on a/c of SEZ Project)

2 Nava Bharat Ventures Investment by the Loanee i.e., Limited Nava Bharat (Singapore) Pte. Ltd. (Holding Company) (Wholly owned Subsidiary of NBVL)

In the shares of subsidiary companies i.e.,

1. Maamba Collieries Limited 85,645.00 85,645.00

2. Nava Bharat Lao Energy Pte. Ltd 3,391.96 3,391.96

3. Nava Energy Pte. Ltd 0.66 0.66

4. NB Tanagro Limited 0.66 0.66

5. Namphak Power Company Limited 111.30 111.30

6. Nava Energy Zambia Limited 0.59 0.59

DIRECTORS

The Board of Directors of the Company has a combination of Executive, Non-Executive and Independent Directors. The Board comprises nine directors of which five constituting more than half of the total strength are Non-Executive and Independent Directors.

INDEPENDENT AND NON-EXECUTIVE DIRECTORS

As prescribed under SEBI (LODR) Regulations and as per Section 149(6) of the Companies Act, 2013, the particulars of Non-Executive and Independent Directors are as under:

Sri K.Balarama Reddi

Dr.E.R.C.Shekar

Dr.M.V.G. Rao

Dr.D.Nageswara Rao

Dr.C.V. Madhavi

They were appointed as Independent Directors by the shareholders at 42nd AGM on 08.08.2014 for a term of 5 (five) years.

WHOLETIME DIRECTORS

Sri D.Ashok

Sri P.Trivikrama Prasad

Sri G.R.K. Prasad

Sri C.V.Durga Prasad

None of the Directors on the Board is a Member of more than ten Committees across all the Companies in which Directorship is held. Necessary disclosures regarding committee positions in other public companies as on 31st March, 2016 have been made by the Directors.

DECLARATIONS OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations, pursuant to Section 149(7) of the Companies Act, 2013 affirming that they meet the criteria of independence as provided in sub-section (6) of Sec.149.

APPOINTMENTS OF KEY MANAGERIAL PERSONNEL:

Sri P.Trivikrama Prasad was re-appointed as Managing Director, by the members with effect from 19th March, 2012 for a period of 5 years at the Annual General Meeting held on 28th July, 2011 and his tenure is upto 18th March, 2017. The Salary, commission and perquisites/allowances payable to him were revised by the General Body in its 41st AGM held on 16th August, 2013, with effect from 1-4-2013 for the remainder of his tenure.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on July 22, 2016 and subject to approval of Shareholders, re-appointed Sri P.Trivikrama Prasad as Managing Director for a period of 5 years from 19th March, 2017 on the remuneration, commission, perquisites and allowances as at present and recommended by the Board of Directors and placed before the members for approval.

There were no changes during the Financial Year under review. However, the Company Secretary, Mr.M.Subrahmanyam retired on attaining superannuation and Mr.VSN Raju has been appointed as Company Secretary and the change was effective from 1st June, 2016.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of the Companies Act, 2013, Sri C.V.Durga Prasad retires at the AGM and, being eligible, offered himself for re-appointment.

NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board /Committee meetings are circulated to the Directors in advance to enable them to plan their schedule for participation in the meetings.

The Board met Nine ( 9 ) times during the FY 2015-16 viz. on 20th April, 2015, 8th May, 2015, 29th May, 2015, 4th July, 2015, 10th August, 2015, 9th November, 2015, 11th February, 2016, 19th March, 2016 and 26th March, 2016.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee. A structured set of criteria was adopted after taking into consideration the inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. Evaluation of the Board Members is conducted on an annual basis by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

The Nomination and Remuneration Committee & the Board of Directors had laid down criteria for performance evaluation of Directors, Committees and Board as a whole.

Performance indicators for evaluation of Independent Directors:

Independent Directors have three key roles - governance, control and guidance. Some of the performance indicators based on which the Independent Directors are evaluated are:

Ability to contribute to and monitor corporate governance practices.

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

Active participation in long term strategic planning.

Commitment to the fulfillment of a Director''s obligations and fiduciary responsibilities.

Attendance: The performance evaluation of Independent or Non-Executive Members is done by the Board annually based on criteria of attendance and contributions at Board/ Committee Meetings as also the role played other than at Meetings.

The evaluation process also considers the time spent by each of the Board Members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

REMUNERATION POLICY

The Company adopted a policy relating to the remuneration. This Policy covers the remuneration and other terms of employment for the Company''s Executive Team. The remuneration policy for Members of the Board and for Management, aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company. The object of this Remuneration Policy is to make the Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its operational locations.

Neither the Managing Director nor any Whole-time Director of the Company received any remuneration or commission from any of its Subsidiaries.

A detailed policy on remuneration of the Directors and Senior Management is placed on the Company''s website under the weblink: http://www.nbventures.com/pdf/ corporate_policies/08_pdf_Remuneration_policy.pdf and also annexed as Annexure No.7 to this Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'' INDEPENDENCE

The Nomination and Remuneration Committee identifies persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPS AND SENIOR MANAGEMENT

A person for appointment as director, KMP or in senior management should possess adequate qualification, expertise and experience for the position considered for appointment. The Committee decides whether qualification, expertise and experience possessed by a person are sufficient for the concerned position The committee ascertains the credentials and integrity of the person for appointment as director, KMP or senior management level and recommends to the Board his / her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.

The Nomination and Remuneration Committee shall assess the independence of directors at the time of appointment; re-appointment and the Board shall assess the same annually. The Board shall re-assess determination of independence when any new interests or relationships are disclosed by a Director.

The criteria of independence are determined as laid in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors shall abide by the Code for Independent Directors as specified in Schedule IV of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure Nos. 8 & 9 respectively to this Report.

COMMITTEES OF THE BOARD

Currently the Board has four committees: The Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Stakeholders Relationship Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Composition of the Remarks Committee Committee

Audit Committee Sri K Balarama Reddi, Chairman The Audit Committee of the Board of Directors was

Dr. M.V.G. Rao, Member constituted in conformity with the requirements of Dr. D. Nageswara Rao, Member Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations.

All recommendations made by the Audit Committee during the year were accepted by the Board.

Nomination and Sri K Balarama Reddi, Chairman The Committee identifies persons who are qualified to Remuneration Dr. M.V.G. Rao, Member become directors and who may be appointed in senior Committee Dr. D. Nageswara Rao, Member management in accordance with the criteria laid down and carries out evaluation of every director''s performance.

The Committee formulated the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Corporate Social Sri D. Ashok, Chairman The Committee monitored the implementation of the CSR Responsibility Committee Dr. D. Nageswara Rao, Member Policy from time to time.

Dr. C.V. Madhavi, Member

Stakeholders Relationship Sri K Balarama Reddi, Chairman The Committee reviews investor grievances periodically and Committee Sri P Trivikrama Prasad, Member ensures their expeditious redressal.

Dr. M.V.G. Rao, Member All the grievances of the investors received during the year have been resolved.

NAVA BHARAT VENTURES GENERAL EMPLOYEES BENEFITS SCHEME

Nava Bharat Ventures Employee Welfare Trust (established vide Indenture of Trust dated 25 January 2012) has been reconstituted and aligned with the SEBI (Share Based Employee Benefits) Regulations, 2014 by suitably amending the Trust Deed in line with the Regulations and General Employees Benefits Scheme with the current Regulations, falling under Part D of the Regulations in accordance with the Special Resolution passed by the members in the 43rd Annual General Meeting held on 27th August, 2015.

The scheme is in compliance of SEBI (Share Based Employee Benefits) Regulations 2014, as applicable. The Scheme is implemented as specified by SEBI in the Regulations.

Presently, the Trust holds 1.57% of the total paid up share capital of the Company as on 31st March, 2012. Since Shares constitute about 92% of the total assets held by the EWT for GEBS, the Company and the Trust have to dispose of the surplus shares over and above 10% of its total assets, which the Trust can retain in accordance with SEBI Regulations, before 28th October, 2019.

The Company and the Trust shall, after retaining 12,175 shares which it is eligible to retain under the Regulations, have to sell the surplus 13,87,825 shares within a period of five years from the date of the Regulations i.e. before 28th October, 2019.

The prescribed details are disclosed on the Company''s website under the link: http://www.nbventures.com/pdf/ corporate_policies/08_pdf_General_Employee_Benefit_ Scheme.pdf

The Trustee shall not be eligible to exercise voting rights in General Meetings on the shares of the Company held by the Trust.

Pursuant to Rule 16 of Companies (Share Capital and Debentures) Rules, 2014, Regulation 3(5) of the aforesaid Regulations, it is disclosed that the Trustee abstained from voting at the AGM held on 27th August, 2015.

EMPLOYEES'' STOCK OPTION SCHEME

During the year under review, no employee stock options were granted. No ESOPs were also exercised as there were no outstanding options as at the beginning of the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS & AUDITOR''S REPORT

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. They were appointed as Auditors of the Company during the transitional period of 3 years at the 42nd Annual General Meeting held on 8th August, 2014 subject to ratification by the members at every AGM held after 42nd AGM. Their appointment was ratified at the 43rd Annual General Meeting held on 27th August, 2015 till the conclusion of next Annual General Meeting (44th AGM). The Statutory Auditors have confirmed that their appointment, if made, would be in accordance with the provisions of Sec.141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

They are eligible for ratification/re-appointment from the ensuing AGM till the conclusion of next AGM only as provided in Section 139(2) of the Companies Act, 2013 read with removal of difficulties order dated 30th June, 2016.

The Auditors'' Report on the financial statements of the company for financial year ended 31st March, 2016 does not contain any reservation, qualification or adverse remarks and their report together with notes to Financial Statements are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

COST AUDIT

The Board has appointed M/s. Narasimha Murthy & Co., Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for Sugar, Industrial Alcohol, Steel (Ferro Alloys) and Electricity for the Financial Year 2015-16 on the recommendations of the Audit Committee. The same was ratified by the Members at the 43rd Annual General Meeting held on 27.08.2015.

The Cost Audit reports for FY 2014-15 were filed with Ministry of Corporate Affairs on 24.09.2015.

Further, the Board has appointed M/s. Narasimha Murthy & Co., Cost Accountants, as Cost Auditors on 30th May 2016 for conducting the audit of cost records of the Company for Sugar, Industrial Alcohol, Steel (Ferro Alloys) and Electricity for the Financial Year 2016-17 on the recommendations of the Audit Committee. The same is placed before the Members at the ensuing AGM for ratification.

INTERNAL AUDITORS FOR COSTING SYSTEMS AND COST ACCOUNTING RECORDS

M/s. Sagar & Associates, Internal Auditors conducted internal audit of cost records for the FY 2015-16.

The Board appointed M/s. Sagar & Associates, as Internal Auditors for conduct of internal Audit of Cost records for the Financial Year 2016-17.

SECRETARIAL AUDIT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed M/s.P.S.Rao & Associates, Practicing Company Secretaries, to conduct Secretarial Audit pursuant to the recommendations of the Audit Committee for the Financial Year 2015-16.

The Secretarial Audit Report for the financial year ended 31st March, 2016 issued by Practicing Company Secretary is annexed as Annexure No.10 to this Report and does not contain any reservation, qualification or adverse remarks.

Further, the Board has appointed M/s.P.S.Rao & Associates, Practicing Company Secretaries to conduct Secretarial Audit pursuant to the recommendations of the Audit Committee for the FY 2016-17.

MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2016 to the date of the signing of the Director''s Report.

MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future other than the one discussed under the head "NBPL" above.

INSURANCE

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting 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 in their respective areas and strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board periodically.

The Board of Directors of the Company have adopted various policies like related party transactions policy, Whistle Blower policy, Policy to determine material subsidiaries and such other procedures for ensuring orderly and efficient conduct of its business for safeguarding its assets, accuracy and completeness of the accounting records, prevention and detection of frauds and errors and timely preparation of reliable financial information.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A of the Companies Act, 1956 (Sec. 124 (5) of the Companies Act, 2013), an amount of Rs. 21,19,044/- relating to fY 2007-08, which remained unclaimed for a period of 7 years had been transferred by the Company on 24.08.2015 to the Investor Education and Protection Fund and credited on 26.08.2015.

TRANSFER OF PHYSICAL SHARE CERTIFICATES TO UNCLAIMED SUSPENSE ACCOUNT IN ELECTRONIC MODE

Pursuant to Clause 5A (II) of the erstwhile Listing Agreement and Regulation 34 Schedule V(F) of SEBI (LODR) Regulations, Postal Return cases as per the records of the Registrars were initially transferred to Suspense Account. A demat account under the name and style ''Nava Bharat Ventures Limited - Unclaimed Suspense Account'' was opened by the Company. The account showed a balance of 642995 equity shares belonging to 1281 shareholders as at the beginning of the year. During the year, the Company and its Registrars, M/s. Karvy Computershare Pvt. Ltd., have received certain claims from the shareholders which were verified by the Registrars as per their records and procedures. The claims of rightful owners, after collection of all the required documents and due processing by the Registrars, had been placed before the Share Transfer Committee and after its approval, 40655 shares belonging to 21 shareholders were transferred from the Unclaimed Suspense Account during the year to the Shareholders / Successors / Nominees / rightful claimants. The unclaimed suspense account has a closing balance of 602340 equity shares in respect of 1260 shareholders as at the close of the financial year 2015-16.

VIGIL MECHANISM

Pursuant to Sec. 177 of the Companies Act 2013, the Company established a vigil mechanism for directors and employees to report genuine concerns. The vigil mechanism provided for adequate safeguards against victimisation of employees who use such mechanism and for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The policy lays down the mechanism for making enquiry into whistle blower complaint received by the Company. Employees who may become aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit Committee.

The details of such mechanism are communicated to all the directors and employees and it was also disclosed on the website of the Company: http://www.nbventures.com/pdf/ corporate_policies/04_pdf_13jan/2015_whistle_blower.pdf

RISK MANAGEMENT POLICY

The Board formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedures are reviewed by the Audit Committee and the Board on quarterly basis at the time of review of quarterly financial results of the Company. The latest policy revised in the lights of SEBI (LODR) Regulations, 2015 is placed on the website of the Company : http://www.nbventures.com/pdf/ corporate_policies/01_pdf_19jul2016_risk_management. pdf

INDUSTRIAL SAFETY AND ENVIRONMENT

Utmost importance continues to be given to the safety of personnel and equipment in all the plants of the Company. The Company reviews thoroughly the various safety measures adopted and takes effective steps to avoid accidents. Safety drills are also conducted at regular intervals to train the employees for taking timely and appropriate action in case of accidents.

AWARDS

Your Company received the following awards/recognitions during 2015-16:

1. National Award for Excellence in Energy Management 2015 as Energy Efficient Unit from Confederation of Indian Industry (Sugar Division received this award).

2. "Best Performance in Safety & Environment Management" for the year 2011. The award was given away by Sj. Prafulla Kumar Mallick, Hon''ble Minister of Steel, Mines, Labour & ESI, Govt. of Odisha.

3. "Best Performance in Safety & Environment Management" for the year 2012. The award was given away by Mrs. Shalini Pandit, IAS, Labour Commissioner, Govt. of Odisha.

4. 1st Prize for "Longest Accident-Free Period" for the year 2012. The award was given away by Sj. Prafulla Kumar Mallick, Hon''ble Minister of Steel, Mines, Labour & ESI, Govt. of Odisha.

5. "Best Performance in Safety & Environment Management" for the year 2013. The award was given away by Mrs. Shalini Pandit, IAS, Labour Commissioner, Govt. of Odisha.

6. 2nd Prize for "Longest Accident-Free Period" for the year 2013. The award was given away by Sj. Prafulla Kumar Mallick, Hon''ble Minister of Steel, Mines, Labour & ESI, Govt. of Odisha.

7. "Pollution Control Excellence Award" under the category - Industry. The Company''s Unit in Odisha bagged this award from State Pollution Control Board, Odisha for the recognition of effective pollution control measures and sound environment management practices for the year 2015.

8. "Star Performer - Large Enterprise (Ferro Alloys)"

The Company received the award for outstanding contribution to Engineering Exports for the year 2013-14 from EEPCINDIA, Chennai. The Award, in the form of a Shield and a Certificate, was received at the Regional Export Award presentation ceremony held in Bangalore on 25th December, 2015.

9. "National Safety Council Award" - The National Safety Council, Hyderabad, on the occasion of 45th National Safety Day Celebrations, on 4th March, 2016 presented a Certificate of Appreciation & a Shield to the Company in recognition of its being awarded the Occupational Health and Safety Assessment Series 18001:2007 accreditation.

GREEN INITIATIVE IN CORPORATE GOVERNANCE BY HON''BLE MINISTRY OF CORPORATE AFFAIRS

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

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance, patronage and co-operation received from the Financial Institutions, the Company''s Bankers, Insurance companies, the Govt. of India, Governments of various countries, Govt. of Telangana, Govt. of Andhra Pradesh and Govt. of Odisha, the State utilities and Shareholders, during the year under review.



For and on behalf of the Board

P. Trivikrama Prasad

Managing Director

Place : Hyderabad D. Ashok

Date : 22nd July, 2016 Chairman


Mar 31, 2015

Dear Members,

The Directors are pleased to present the 43rd Annual Report and the Company''s Audited Financial Statements for the Financial Year ended 31st March, 2015.

FINANCIAL SUMMARY

The financial performance of the Company, for the Financial Year ended 31st March, 2015 is summarized below:

Standalone

12 months 12 months ended ended 31.03.2015 31.03.2014

Turnover/Income (Gross) 147471.82 140901.06

Profit before Finance charges, Depreciation and Taxation 21723.14 30303.13

Less: Finance charges (excluding amount 2824.35 1823.99 capitalized)

Profit before Depreciation and Taxation 18898.79 28479.14

Less : Depreciation 3627.84 6157.82

Profit for the year after Depreciation 15270.95 22321.32

Less : Provision for taxation - Current tax 3310.00 4730.00

- Deferred tax 198.76 (751.82)

- Tax of earlier years 15.27 8.25

- MAT credit entitlement (2500.00) (975.00)

Profit after Tax 14246.92 19309.89

Balance brought forward from last year 133113.40 123735.68

Minority Share - (Profit)/Loss - -

147360.32 143045.57

Less: Carrying amount of the assets whose remaining useful life is nil and the 594.96 - deferred tax thereon

Profit available for Appropriation 146765.36 143045.57

Appropriations

Dividend on Equity Share Capital 4215.71 4215.71

Corporate Dividend Tax 858.22 716.46

General Reserve 5000.00 5000.00

Surplus carried to Balance Sheet 136691.43 133113.40

146765.36 143045.57

Consolidated

12 months 12 months ended ended 31.03.2015 31.03.2014

Turnover/Income (Gross) 219358.38 207864.33

Profit before Finance charges, Depreciation 42368.94 54992.80 and Taxation

Less: Finance charges (excluding amount 11167.74 12627.16 capitalized) 31201.20 42365.64 Profit before Depreciation and Taxation 7875.60 11194.14 Less : Depreciation 23325.60 31171.50 Profit for the year after Depreciation 6535.82 7068.38 Less : Provision for taxation - Current tax 196.33 (754.78) - Deferred tax 186.67 12.17 - Tax of earlier years (4496.21) (2776.60) - MAT credit entitlement 20902.99 27622.33 Profit after Tax 157529.26 139470.71 Balance brought forward from last year (298.72) 368.39 Minority Share - (Profit)/Loss 78133.53 167461.43

Less: Carrying amount of the assets whose 594.96 - remaining useful life is nil and the deferred tax thereon

Profit available for Appropriation 177538.57 167461.43 Appropriations

Dividend on Equity Share Capital 4215.71 4215.71

Corporate Dividend Tax 858.22 716.46

General Reserve 5000.00 5000.00

Surplus carried to Balance Sheet 167464.64 157529.26

177538.57 167461.43

ECONOMIC AND BUSINESS REVIEW

The Indian Economy grew at 7.4% during the year 2014-15 notwithstanding a marginal fall in the agricultural growth owing to erratic monsoon. The economic growth in 2014-15 was aided by comfortable external position, resulting from softening of global oil prices and markedly reduced inflation. The sentiment has generally been positive with a pro-reform approach taken by the Government, increased fiscal devolution to states and perceived commitment for higher infrastructure spending. Though discernible results are yet to materialize, it is expected structural bottlenecks will ease with a spurt in demand resulting in higher GDP growth in 2015-16. However, tangible growth in infrastructure spending and industrial consumption only would spur improved performance in the steel and power sectors to which your Company is exposed.

The year 2014-15 was marked by severe volatility in the commodity businesses. While it had helped in reigning in the prices of imported coal following reduction in crude prices, adverse impact on steel and steel intermediates was more pronounced in the backdrop of subdued infrastructure development. The measures initiated by the Central Government in terms of auction of coal blocks in a transparent manner and promised increased availability of domestic coal for power generation are yet to yield results. The Sugar Industry has a plethora of challenges with the FRP of the sugar cane and sugar prices resulting in serious mismatch.

REVIEW OF OPERATIONS

In the backdrop of severe economic and external challenges surrounding the commodity meltdown and given that operations are not integrated with mining of ore or coal relative to certain industry peers, the Company''s performance should be considered satisfactory. You would have noted that the production of ferro alloys (manganese and chrome) was sustained a tad higher than that in the previous year and quantum of generation of power was almost on par. The only differential, therefore, was the drop in realizations for manganese alloys and stoppage of conversion of ferro chrome owing to regulatory impediments. The power generation in Telangana and Andhra Pradesh though sustained EBIDTA margins as in the year before, had to absorb a part of the unrecovered fixed cost in the ferro alloy and sugar businesses.

Turnover for the year 2014-15 stood at RS. 14,747.18 million compared to that of RS. 14,090.11 million in the previous year and the Profit after Tax stood at RS. 1424.69 million, reduced from RS. 1930.99 million in the previous year.

POWER DIVISION

The Company generated 1395.64 MU of which Auxiliaries (including unbilled and transmission losses), self- consumption and units sold respectively were 147.39 MU, 457.55 MU and 794.81 MU (including power purchased 4.11 MU). After balancing the scheduled and unscheduled outages, the power plants at Telangana and Andhra Pradesh performed reasonably well with average PLF standing at 91.12%. Odisha Power works were not able to emulate similar performance, on account of varying value addition out of limited captive consumption or on merchant sale of some surplus power resulting in sub-optimal plant performance and PLF @ 39.59%. Though your Company obtained succor in changing the fuel source to domestic coal in the new 64 MW power plant, commercial operations could not be started as some of last mile clearances from Gridco and CEIG were awaited. Even otherwise, the very subdued merchant power rates for power from Eastern Region precluded any viable operations in this new unit even with a domestic fuel blend. As such, the Company suffered from the lack of return on its investments in Odisha.

FERRO ALLOYS

Market for Manganese alloys was steady for almost three quarters and pressures from the primary steel producers brought the prices down later. As conversion of ferro chrome for Tata Steel was stopped due to impediments arising out of mining license and regulations, your Company tried to operate the furnaces for own production of Ferro Chrome and later Silico Manganese from June 2014. However, cost dynamics were not favouring such ferro chrome production thus while severe correction in Silico Manganese prices during the second half dented the profitability.

SUGAR

The Sugar business continued to be plagued by serious mismatch in the FRP for sugar cane and market prices of sugar. The benefits of integration came in handy to mitigate the pressure on overall margins of sugar.

DIVIDEND

Based on the performance of your Company as a whole, operations and projects of the subsidiaries, your Directors felt it prudent to recommend dividend at RS. 5/- per Equity Share of RS. 2/- each for the FY 2014-15, subject to Shareholders'' approval at the ensuing Annual General Meeting. The aggregate dividend payout amounts to RS. 42.15 crores, excluding corporate dividend tax of RS. 8.58 crores.

RESERVES

The Board proposed to carry an amount of RS. 50 crores out of profits to General Reserve and the balance amount of RS. 41.73 crores is being carried to Balance Sheet.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

LISTING OF EQUITY SHARES

The Securities of the Company are listed at National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The listing fee to these Stock Exchanges was paid.

The Company has not issued any Equity Shares during the year. Further, the Company has no Equity Shares carrying differential rights.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANIES

The Company has Indian and Overseas direct and step down Subsidiaries.

Consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Companies Act, 2013. The audited Consolidated Financial Statements are provided in the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited Financial Statements of its subsidiaries on its website www.nbventures.com and the Company shall furnish a hard copy of Annual Reports of the subsidiaries to any shareholder on demand at any point of time.

The Annual accounts of the subsidiary companies shall also be available for inspection by any shareholder in the Registered Office of the holding Company and of the subsidiary companies concerned.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is presented pursuant to Rule 8(1) of Companies (Accounts) Rules, 2014 as Annexure No.1 to this Report.

NAVA BHARAT (SINGAPORE) PTE. LIMITED (NBS)

NBS, a wholly owned subsidiary of the Company, continues to be the investment arm and holding company of the overseas strategic investments while rendering trading services for ferro alloys within the Group. Details of the step down overseas subsidiaries are given below:

MAAMBA COLLIERIES LIMITED (MCL)

MCL is a step down subsidiary of the Company with NBS holding about 65% of the equity stake while the balance is held by ZCCM Investments Holdings Plc. MCL has the largest coal concession in Zambia with two grades of coal; Metallurgical Grade Coal with applications in Cement, Steel and Breweries and Thermal Grade Coal which can be used as a feedstock for power generation. MCL has embarked upon a capital outlay of about USD 840 million for coal mining operations including mine development expenditure and for setting up a 300 MW (2 x 150 MW) coal fired power project. The coal mine related expenditure towards mine development and capital equipment has been substantially incurred while the power project implementation has been completed to the extent of 80%. The power project implementation is under EPC structure and the project is likely to be commissioned in the first half of CY 2016. The Zambian Company has been exploring to increase further the high grade coal sales in the FY 2015-16.

KOBE GREEN POWER CO. LTD. (KGP)

Following the formation of Namphak Power Company Limited as the Hydel Power Project Company wherein 70% of the equity stake remains to be controlled by NBS, investment in KGP ceased to be relevant.

Accordingly, Kobe Green Power Company ceased to be a subsidiary of NBS with effect from 27th February, 2015.

NB TANAGRO LIMITED (NBTL)

The proposed commercial agriculture project of NBTL for oil palm did not take off as allocation of initial 4000 Hectares of land is still awaited. NB Tanagro Limited is entitled for allocation of another 6000 Hectares, though not contiguous to the initial 4000 Hectares, which will take another 12 months from the allocation under Phase - I.

NB RUFIJI PVT.LTD. (NBRPL)

NBRPL was formed in Tanzania to pursue another Oil Palm Project under Rufiji Basin Development Authority (RUBADA). There is no further development in this Company during the year.

NAVA BHARAT AFRICA RESOURCES PVT. LTD. (NBAR)

As reported previously, the Singapore Subsidiary took steps to wind up NBAR during the year under review and accordingly NBAR ceased to function.

PT NAVA BHARAT INDONESIA (NBI) AND PT NAVA BHARAT SUNGAI CUKA (NBSC)

As there has been no tangible development on the initiatives of NBI and NBSC, it has been decided to close the operations in Indonesia. The Singapore subsidiary has initiated steps to wind up NBI and NBSC and accordingly necessary provisioning has been made in the accounts of NBS for the investment expenditure.

NAVA ENERGY PTE. LIMITED (NEPL)

NEPL is a wholly owned subsidiary of NBS incorporated in Singapore, to carry on the business of Operation & Maintenance works for Power Plants. NEPL is designated to be the long term O & M Contractor for the proposed 300 MW power plant of Maamba Collieries Limited, Zambia. Detailed agreements to conclude the O& M service arrangement with back up support agreements with Nava Bharat Ventures and overseas supplier are under way.

NAVA BHARAT LAO ENERGY PVT. LIMITED (NBLEPL)

NBLEPL is a Wholly Owned Subsidiary of NBS incorporated in Singapore, and holds 70% stake in Namphak Power Company Limited, the Hydel Power Project Company, in Laos. Aside from contributing the initial paid up capital, NBLEPL has also been funding the initial development expenditure over and above that incurred under KGP which has since been transferred to NPCL.

NAMPHAK POWER COMPANY LIMITED (NPCL)

Namphak Power Company Limited (NPCL) is the Project Company formed to implement the 150 MW Hydel power project on BOOT basis in Laos and executed the Concession Agreement with the Government of Laos. A shareholders'' Agreement was executed on 31st July, 2014 among Nava Bharat Lao Energy Pte.Limited (NBLEPL) holding 70%, Kobe Green Power Co. Limited, Japan holding 15% and Electricite du Lao (EDL), the power utility in Laos, holding the balance 15%.

NPCL''s shareholders and directors have agreed that the ongoing Development costs and working capital for the project shall be funded via shareholder''s loan. NBLEPL being the majority shareholder, has agreed to provide such loan and accordingly NPCL and NBLEPL entered into a Development costs Loan Agreement.

KARIBA INFRASTRUCTURE DEVELOPMENT LIMITED (KIDL)

KIDL is a step down subsidiary of the Company and is pursuing the development of a Multi Facility Economic Zone (MFEZ) at Maamba in Zambia. The MFEZ will, inter alia, comprise the infrastructure development surrounding Maamba including MCL in the Southern Province of Zambia and is aimed at spurring downstream and ancillary industrialization in and around Maamba.

INDIAN SUBSIDIARIES

NAVA BHARAT PROJECTS LIMITED (NBPL)

NBPL has been engaged in project management and O&M services. These cover a wide spectrum of services such as project conceptualization, project management including financial planning,contract documentation, contract management, trading of equipment, O & M activity, technical services etc. Presently, such services are being rendered to M/s.Maamba Collieries Limited, Zambia.

As regards the on-going investigation of CBI/ED of the coal block allotment to M/s. Navabharat Power Private Limited, and subsequent sale of stake in NPPL to M/s. Essar Power Limited, also involving the director of the company (in his erstwhile position as Non-Executive Chairman of the NPPL), the charge sheet filed by CBI in the II ACMM Court, New Delhi, was transferred to the Honourable Special Court constituted pursuant to the orders of the Hon''ble Supreme Court of India. The Special Court on examining the closure reports filed by the CBI against the Public Servants had directed the CBI to further investigate against the involvement of Public Servants while directing the CBI to place all the records of the case before the Sanctioning Authority for taking a decision. The charge sheet filed by the CBI is not taken cognizance by the Honourable Special Court as on date.

The Enforcement Directorate vide order dated 22.07.2014 had issued the Provisional Attachment Order (PAO) against 74 crores Equity Shares of RS. 2/- each of NBEIL held by NBPL to the extent of RS. 138.59 crores. The ED filed a complaint before the Adjudicating Authority seeking confirmation of the PAO. The Adjudicating Authority confirmed the Provisional Attachment on 20th May, 2015 and the Subsidiary, NBPL will approach the Appellate Authority by filing appeal seeking appropriate relief.

NAVA BHARAT ENERGY INDIA LIMITED (NBEIL)

NBEIL operated its 150 MW Power Plant with average PLF of 86.52%, gross generation of 1136.88 MU and delivered energy of 1015.81 MU in 2014-15.

The entire energy generated was dispatched to TS Grid (966.78 MU) excepting 40.59 MU for sale through India Energy Exchange and 8.44 MU for sale through Kerala State Electricity Board.

BRAHMANI INFRATECH PRIVATE LIMITED (BIPL)

During the year, BIPL acquired interests in certain properties while aiming to diversify its portfolio further and is exploring Joint Development options for infrastructural development.

Award in Arbitration Case No.2 of 2013 between M/s. Mantri Technology Parks Private Limited and BIPL.

Members are aware that, M/s. Mantri Technology Parks Private Limited made a security deposit of RS. 30 crores on 28.01.2008. On account of delay in execution of the IT/ITES SEZ Project in 150 acres at Mamidipally Village, Shamshabad, BIPL issued notice to forfeit the security deposit of RS. 30 crores paid by M/s. Mantri Technology Parks Private Limited, due to which certain disputes/issues arose between M/s. Mantri Technology Parks Private Limited and BIPL. The Hon''ble High Court appointed the Sole Arbitrator for resolution of disputes by Arbitration.

The Hon''ble Sole Arbitrator in Arbitration Case No.2 of 2013 (the Arbitral Tribunal) passed the Award on 31.01.2015, inter alia, to the following effect:

MTPPL is held entitled to RS. 30 crores towards Interest Free Security Deposit; RS. 4,82,04,854/- being the amount paid to the respondent towards reimbursement of expenses and RS. 4,36,90,047/- towards expenses for development of the allotted land. All these amounts shall carry interest @12% p.a. from 02.05.2012 till 31.01.2015 (date of the Award).

BIPL is held entitled to receive from the Claimant RS. 18,13,33,333/- together with interest @12% p.a. from 02.05.2012 till 31.01.2015 and the remaining claims are rejected.

The awarded amount will carry interest at the rate of 18% p.a. from the date of the Award till the date of realization of the awarded amount.

BIPL filed an application in the Hon''ble City Civil Court, Hyderabad, under Section 34 of the Arbitration and Conciliation Act, 1996 to set aside the Award to the extent it is aggrieved and to allow its claims. Further, M/s.MTPPL has also filed an application under Section 9 of the Arbitration and Conciliation Act, 1996. The above applications are pending before the Hon''ble City Civil Court, Hyderabad.

NAVA BHARAT REALTY LIMITED (NBRL)

NBRL is a wholly owned subsidiary of the Company and proposes to be engaged in the development of realty focused investments. There have been no operations in this Company.

NAVA BHARAT SUGAR AND BIO FUELS LIMITED (NBSBL)

NBSBL is a wholly owned subsidiary of the Company and proposes to be engaged in sugar, bio-fuel and agri based investments. There have been no operations in this Company.

KINNERA POWER COMPANY PVT. LTD.(KPCPL)

The Company has off loaded part of equity stake in KPCPL in favour of Meenakshi Infra Group and KPCPL ceased to be a subsidiary. The Company continues with 26% of the equity stake in KPCPL as specified by NHAI in 2012-13. As per the professed intention and there being no economic interest, the Company plans to fully off-load its stake in KPCPL in favour of Meenakshi Infra Group in due course as per the regulations.

CHANGES IN THE SUBSIDIARIES OF THE COMPANY

The following Companies have become or ceased to be the Company''s Subsidiaries, Joint Ventures or Associate Companies during the financial year.

COMPANIES WHICH HAVE BECOME SUBSIDIARIES

Namphak Power Company Limited, a Special Project Company, which was established in Laos in 2014 to undertake the development of Hydro Power Project, 150 MW (3 x 50 MW) on BOOT basis has become a Subsidiary.

COMPANIES WHICH HAVE CEASED TO BE SUBSIDIARIES

During the Financial Year, the Company has fully impaired its investments in PT Nava Bharat Sungai Cuka and PT Nava Bharat Indonesia of USD 475000 each as the subsidiaries are dormant since the date of incorporation. Hence, the Company intended to close its Subsidiaries, PT Nava Bharat Sungai Cuka and PT Nava Bharat Indonesia.

On 27.02.2015, Nava Bharat (Singapore) Pte. Limited sold 80% equity interest in the subsidiary, Kobe Green Power Co. Ltd.(KGPL) for a sale consideration of USD 16,000. Hence, KGPL ceased to be a subsidiary of the Company.

PROPOSED RESTRUCTURING OF ODISHA WORKS

The Corporate Restructuring Plan initiated by the Company is awaiting response from the strategic investors identified by the Company. Some of the key issues include percentage of shareholding to be offered to the Investors and Management Role aside from enterprise valuation.

IEM FOR ESTABLISHMENT OF 3500 TCD SUGAR PLANT AT DHARMAVARAM VILLAGE, PRATHIPADU MANDAL, EAST GODAVARI DIST., A.P.

The Company filed a petition in Hon''ble High Court of A.P. praying for vacation of Interim Suspension Order of Zone declaration issued by the Commissioner and Director of Sugar & Cane Commissioner, Govt. of A.P., Hyderabad. However, the cane development activities are being continued.

OUTLOOK AND FUTURE PLANS

The outlook and future plans of the Company have been mentioned in detail under the "Management Discussion and Analysis" section that forms part of this report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with the provisions of Section 134 (3)(m) of the Companies Act, 2013, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo have been annexed as Annexure No.2 to this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND POLICY

In compliance with Section 135 of the Companies Act, 2013 read with the (Corporate Social Responsibility Policy) Rules, 2014, the Board constituted CSR Committee consisting of three Directors namely, Sri D. Ashok, Chairman, Dr. D. Nageswara Rao, Independent Director and Dr. C. V Madhavi, Independent Director.

The Board approved the CSR Policy as recommended by the CSR Committee with various CSR initiatives falling within the purview of the Schedule VII of the Act.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has prioritized and implemented several initiatives that have a significant impact on the communities around its manufacturing facilities and the society in general.

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of education, livelihood, health, drinking water and sanitation, enhancing vocational skills, empowering women, etc. These projects are in accordance with Schedule VII of the Companies Act, 2013.

In Education, the Company''s endeavour is to spread, facilitate and supplement quality education at primary and secondary levels in areas around the Company''s manufacturing plants. In Health, the goal is to provide quality eye care at affordable cost, promote health awareness, extend free diagnostic services and medicines, make safe drinking water available in villages, promote sanitation, etc. In Livelihoods, the Company strives to provide employment enhancing skills to unemployed youth through vocational training in various trades for both men and women.

The Company has spent RS. 465.18 lakhs towards CSR activities in 2014-15 i.e. above 2% of the average net profits of the Company for the three immediately preceding financial years.

The CSR Policy is placed on the Company''s website under the weblink: http://www.nbventures.com/pdf/corporate_ policies/03_pdf_2014-15_csrpolicy.pdf.

The Annual Report on CSR activities is annexed as Annexure No. 3 to this Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is annexed as Annexure No.4 to this Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub-section(1) of Section-188 in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure No. 5 to this Report.

The policy on materiality of related party transactions and also on dealing with the related party transactions as approved by the Audit Committee and the Board of Directors was placed on the website of the Company under the weblink: http://www.nbventures.com/pdf/corporate_ policies/06_pdf_13jan2015_related_party_transactions.pdf.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans given, Guarantees provided and Investments made during the Financial Year ended on March 31, 2015 are given in Annexure No. 6 to this Report in compliance with the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014. The particulars of aggregate loans, guarantees and investments under Section 186 of the Companies Act, 2013 are disclosed in Financial Statements which may be read as part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Report.

CORPORATE GOVERNANCE

Your Company is committed to achieving the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws.

A separate Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached hereto as a part of this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

DIRECTORS

The Board of Directors of the Company has a combination of Executive, Non-Executive and Independent Directors. The Board comprises nine Directors of which five constituting more than half of the total strength are Non-Executive and Independent Directors.

INDEPENDENT AND NON-EXECUTIVE DIRECTORS

As prescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges and as per Section 149(6) of the Companies Act, 2013, the particulars of Non-Executive and Independent Directors are as under:

Sri K. Balarama Reddi

Dr. E. R. C. Shekar

Dr. M. V. G. Rao

Dr. D. Nageswara Rao

Dr. C. V. Madhavi

They were appointed as Independent Directors by the shareholders at 42nd AGM on 08.08.2014 for a term of 5 (five) years.

WHOLETIME DIRECTORS

Sri D. Ashok

Sri P Trivikrama Prasad

Sri G. R. K. Prasad

Sri C. V. Durga Prasad

None of the Directors on the Board is a Member of more than ten Committees across all the Companies in which Directorship is held. Necessary disclosures regarding committee positions in other public companies as on 31st March, 2015 have been made by the Directors.

DECLARATIONS OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations, pursuant to Section 149(7) of the Companies Act, 2013 affirming that they meet the criteria of independence as provided in sub-section (6) of Section 149.

APPOINTMENTS OF KEY MANAGERIAL PERSONNEL

Sri D.Ashok was re-appointed as Chairman (Executive) with effect from 14.08.2014 for a period of 5 years by the Members at the 42 nd AGM held on 08.08.2014. There were no other changes during the Financial Year under review.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of the Companies Act, 2013, Sri D. Ashok retires at the AGM and, being eligible, offered himself for re-appointment.

NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meetings are circulated to the Directors in advance to enable them to plan their schedule for participation in the meetings.

The Board met seven (7) times during the FY 2014-15 viz., on 30.05.2014, 08.08.2014, 20.10.2014, 30.10.2014, 17.01.2015, 09.02.2015 and 07.03.2015.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee. A structured set of criteria was adopted after taking into consideration the inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Evaluation of the Board Members is conducted on an annual basis by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

The Nomination and Remuneration Committee and the Board of Directors had laid down criteria for performance evaluation of Directors, Committees and Board as a whole.

Performance indicators for evaluation of Independent Directors:

Independent Directors have three key roles - governance, control and guidance. Some of the performance indicators based on which the Independent Directors are evaluated are:

Ability to contribute to and monitor corporate governance practices.

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

Active participation in long term strategic planning.

Commitment to the fulfillment of a Director''s obligations and fiduciary responsibilities.

Attendance: The performance evaluation of Independent or Non-Executive Members is done by the Board annually based on criteria of attendance and contributions at Board/ Committee Meetings as also the role played other than at Meetings.

The evaluation process also considers the time spent by each of the Board Members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

REMUNERATION POLICY

The Company adopted a policy relating to the remuneration. This Policy covers the remuneration and other terms of employment for the Company''s Executive Team. The remuneration policy for Members of the Board and for Management, aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company.

The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its operational locations.

Neither the Managing Director nor any Whole-time Director of the Company received any remuneration or commission from any of its Subsidiaries.

A detailed policy on remuneration of the Directors and Senior Management is placed on the Company''s website under the weblink: http://www.nbventures.com/pdf/ corporate_policies/08_pdf_Remuneration_policy.pdf and also annexed as Annexure No.7 to this Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'' INDEPENDENCE

The Nomination and Remuneration Committee identifies persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT

A person for appointment as Director, KMP or in Senior Management should possess adequate qualification, expertise and experience for the position considered for appointment. The Committee decides whether qualification, expertise and experience possessed by a person are sufficient for the concerned position. The Committee ascertains the credentials and integrity of the person for appointment as Director, KMP or Senior Management Level and recommends to the Board his / her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.

The Nomination and Remuneration Committee shall assess the independence of Directors at the time of appointment, re-appointment and the Board shall assess the same annually. The Board shall re-assess determination of independence when any new interests or relationships are disclosed by a Director.

The criteria of independence are determined as laid in the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Independent Directors shall abide by the Code for Independent Directors as specified in Schedule IV of the Companies Act, 2013.

COMMITTEES OF THE BOARD

Currently the Board has four committees: The Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Composition of the Remarks Committee Committee

Audit Sri K.Balarama Reddi, The Audit Committee of the Board of Committee Chairman Directors was constituted in conformity with the requirements Dr MV G Rao Member of Section 177 of the Companies Act 2013 and Clause 49 of the Listing Dr.D.Nageswara Rao, Agreement. Member ,

All recommendations made by the Audit Committee during the year were accepted by the Board.

Nomination Sri K.Balarama Reddi The Committee identifies persons and Chairman who are qualified to become Remuneration Directors and who may be appointed Committee Dr MV G Rao Member in Senior Management in accordance with the criteria laid down and Dr.D.Nageswara carries out evaluation of every Rao, Member Director''s performance.

The Committee formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

Corporate Sri D.Ashok, The Committee monitored the Social Chairman implementation of the CSR Policy Responsi from time to time. bility Dr.D.Nageswara Committee Rao, Member

Dr.C.V Madhavi, Member

Stakeholders Sri K.Balarama The Committee reviews investor Relationship Reddi,Chairman grievances periodically and ensures Committee their expeditious redressal. Sri P Trivikrama Prasad Member All the grievances of the investors received during the year have been resolved.

PARTICULARS OF EMPLOYEES

The names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure No. 8 to this Report.

Particulars of every employee employed throughout the financial year and in receipt of remuneration of RS. 60 lakhs or more, or employed for part of the year and in receipt of RS. 5 lakhs or more per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure No.9 to this Report.

NAVA BHARAT VENTURES EMPLOYEE WELFARE TRUST AND ITS HOLDINGS IN THE COMPANY

Nava Bharat Ventures Employee Welfare Trust through its Trustee, M/s Barclays Wealth Trustees (India) Private Limited, acquired 14 lakhs equity shares of the Company from the secondary market (1.57%) on 9th March, 2012. The Company extended a loan of RS. 28.79 crores to the Trustee till 31st March, 2015. The Company proposed to implement several schemes relating to welfare measures including incentives, benefits and amenities for the employees under Employee Welfare plans to be set up by the Company.

SEBI issued new Employees Stock Option Regulations permitting Share Based Employee Benefits Schemes on 28th October, 2014 according to which, the acquisition in secondary market under the General Employee Benefits Scheme (GEBS) shall not exceed 2% of the paid up equity share capital of the Company.

The Regulations have provided detailed definitions, procedures and restrictions to be complied with, within one year from the issue of aforesaid guidelines.

According to the new Regulations:

At no point in time, the shares of the Company or shares of its holding company shall exceed ten per cent of the book value or market value or fair value of the total assets of the scheme, whichever is lower, as appearing in its latest balance sheet for the purposes of GEBS. [26.(2)].

Trusts holding shares, for the purposes of implementing GEBS or RBS, which exceed ten percent of the total value of the total assets of the trust(s) as provided under these regulations, shall have a period of five years to bring down its holding in shares to such limits; [Reg.31.(2)(b)(ii)].

SEBI mandated that the regulations should be complied with by aligning the existing Welfare Schemes / Trusts with the Regulations within one year from the issue of the Regulations i.e. one year from 28.10.2014.

Hence, the Company has initiated necessary action including;

Amendment to the Trust;

Formation of Welfare Schemes;

Retention of equity to the extent of 10% of the total assets of the Trust towards General Employee Benefits Schemes (GEBS); and

Exiting from the balance equity within a period of 5 years as stipulated under the Regulations.

The Board of Directors approved to amend the Trust Deed and file the amended Trust Deed with Stock Exchanges.

Subject to the approval of the shareholders, the Board considered and recommended Nava Bharat Ventures General Employee Benefits Scheme, 2015, inter alia, to provide welfare benefits such as medical, housing and education related assistance to employees of the Company ("Employees"); and utilizing and applying the assets of existing trust settled by the Company called Nava Bharat Employee Welfare Benefit Trust ("Trust") for the purposes of implementing the Scheme in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("Regulations").

The details of General Employee Benefits Scheme being implemented are posted on the Website of the Company under the web link http://www.nbventures.com/pdf/ corporate_policies/08_pdf_General_Employee_Benefit_ Scheme.pdf.

The Board further decided, subject to the approval of the shareholders, to undertake such steps and actions to enable the Company and the Trust to conform to the Regulations in its entirety within the five year period as envisaged in the Regulations.

The Trustee shall not be eligible to exercise voting rights in General Meetings on the shares of the Company held by the Trust. Pursuant to Rule 16 of Companies (Share Capital and Debentures) Rules, 2014, it is disclosed that the Trustee abstained from voting at the AGM held on 08.08.2014 and Postal Ballot held on 26.07.2014.

EMPLOYEES'' STOCK OPTION SCHEME

During the year under review, no employee stock options were granted. No ESOPs were also exercised as there were no outstanding options as at the beginning of the year.

No shares including Sweat Equity Shares were issued to employees or others during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 that period;

(c) the Directors had 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 had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

(f) t he Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS & AUDITORS'' REPORT

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. They were appointed as Auditors of the Company during the transitional period of 3 years at the 42nd Annual General Meeting held on 8th August, 2014 subject to ratification by the Members at every AGM held after 42nd AGM. The Statutory Auditors have confirmed that their appointment, if made, would be in accordance with the provisions of Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

They are eligible for ratification/re-appointment from the ensuing AGM till the conclusion of next AGM as provided in Section 139(2) of the Companies Act, 2013.

The Auditors'' Report on the financial statements of the Company for financial year ended 31st March, 2015 does not contain any reservation, qualification or adverse remarks and their report together with notes to Financial Statements are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

COST AUDIT

The Board has appointed M/s. Narasimha Murthy & Co., Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for Sugar, Industrial Alcohol Electricity and Steel (Ferro Alloys) for the Financial Year 2014-15 on the recommendations of the Audit Committee. The same was ratified by the Members at the 42nd Annual General Meeting held on 8th August, 2014.

The Cost Audit Reports for FY 2013-14 were filed with Ministry of Corporate Affairs on 19th September, 2014.

Further, the Board has appointed M/s. Narasimha Murthy & Co., Cost Accountants, as Cost Auditors on 8th May, 2015 for conducting the audit of cost records of the Company for Sugar, Industrial Alcohol, Electricity and Steel (Ferro Alloys) for the Financial Year 2015-16 on the recommendations of the Audit Committee. The same is placed before the Members at the ensuing AGM for ratification.

INTERNAL AUDITORS FOR COSTING SYSTEMS AND COST ACCOUNTING RECORDS

M/s. Sagar & Associates, Internal Auditors, conducted internal audit of cost records for the Financial Year 2014-15.

The Board appointed M/s Sagar & Associates, as Internal Auditors, for conduct of internal Audit of Cost Records for the Financial Year 2015-16.

SECRETARIAL AUDIT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed M/s.P.S.Rao & Associates, Practicing Company Secretaries to conduct Secretarial Audit pursuant to the recommendations of the Audit Committee for the Financial Year 2014-15 for the Company.

The Secretarial Audit Report for the financial year ended 31st March, 2015 issued by Practicing Company Secretary is annexed as Annexure No.10 to this Report and the Report does not contain any reservation, qualification or adverse remarks.

MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2015 to the date of the signing of the Director''s Report.

MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the Regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Pursuant to the ongoing investigation into the allotment of coal blocks to M/s. Navabharat Power Private Limited (NPPL) and subsequent sale of stake in NPPL to M/s. Essar Power Limited also involving the Director of the Company in his erstwhile position as Non-Executive Chairman of NPPL, and the Charge Sheet filed by CBI, the Enforcement Directorate vide order dated 22.07.2014 had issued the Provisional Attachment Order (PAO) against 74 crores Equity Shares of RS. 2/- each of NBEIL held by NBPL to the extent of RS. 138.59 crores.The ED filed a complaint before the Adjudicating Authority seeking confirmation of the PAO. The Adjudicating Authority confirmed the provisional attachment and the Subsidiary of the Company will prefer an appeal before the appropriate authority.

INSURANCE

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting 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 in their respective areas and strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board periodically.

The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower policy, policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A of the Companies Act 1956 (Section 124 (5) of the Companies Act, 2013), an amount of RS. 15,51,380/- which remained unclaimed for a period of 7 years had been transferred by the Company on 27th August 2014 to the Investor Education and Protection Fund.

TRANSFER OF PHYSICAL SHARE CERTIFICATES TO UNCLAIMED SUSPENSE ACCOUNT IN ELECTRONIC MODE

Pursuant to Clause 5A (II) of the Listing Agreement, Postal Return cases as per the records of the Registrars were initially transferred to Suspense Account. A demat account under the name and style ''Nava Bharat Ventures Limited - Unclaimed Suspense Account'' was opened by the Company. The account showed a balance of 6,71,215 equity shares belonging to 1,319 shareholders as at the beginning of the year. During the year, the Company and its Registrars, M/s. Karvy Computershare Pvt. Ltd., have received certain claims from the shareholders which were verified by the Registrars as per their records and procedures. The claims of rightful owners, after collection of all the required documents and due processing by the Registrars, had been placed before the Stakeholders Relationship Committee and after its approval, 28,220 shares belonging to 38 shareholders were transferred from the Unclaimed Suspense Account during the year to the Shareholders / Successors / Nominees/rightful claimants. The unclaimed suspense account has a closing balance of 6,42,995 equity shares in respect of 1,281 shareholders as at the close of the financial year 2014-15.

VIGIL MECHANISM

The Company established a vigil mechanism for Directors and Employees to report genuine concerns pursuant to Section 177 of the Companies Act, 2013. The vigil mechanism provided for adequate safeguards against victimisation of employees who use such mechanism and for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The policy lays down the mechanism for making enquiry into whistle blower complaint received by the Company. Employees who may become aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit Committee.

The details of such mechanism are communicated to all the Directors and Employees and it was also disclosed on the website of the Company under the weblink: http://www.nbventures.com/pdf/corporate_policies/04_ pdf_13jan/2015_whistle_blower.pdf.

RISK MANAGEMENT POLICY

The Board formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedures are reviewed by the Audit Committee and the Board on quarterly basis at the time of review of quarterly financial results of the Company.

INDUSTRIAL SAFETY AND ENVIRONMENT

Utmost importance continues to be given to the safety of personnel and equipment in all the plants of the Company. The Company reviews thoroughly the various safety measures adopted and takes effective steps to avoid accidents. Safety drills are also conducted at regular intervals to train the employees for taking timely and appropriate action in case of accidents.

AWARDS

Your Company received the following awards/recognitions during 2014-15:

The Company''s Sugar Division received "Silver Award for Best Distillery in Andhra Pradesh for the Season 2013-14" in the form of a Certificate from The South Indian Sugarcane & Sugar Technologists'' Association, on 25th July, 2014.

Further, a "Certificate of Appreciation" for Commendable Performance for the Season 2013-14 was received from The South Indian Sugarcane & Sugar Technologists'' Association, Chennai on 25th July, 2014. The same Division won the "15th National Award for Excellence in Energy Management 2014" in the form of a Shield and a Certificate as "Excellent Energy Efficient Unit" from Confederation of Indian Industry in the month of October, 2014. The Sugar Division received this award for the 7th time.

The Company''s Odisha Works won the "15th National Award for Excellence in Energy Management 2014" in the form of a Shield and a Certificate as "Energy Efficient Unit" from Confederation of Indian Industry in the month of October, 2014.

The Company''s Paloncha Works won the Regional Export Award as Star Performer - Large Enterprise (Ferro Alloys) in recognition of outstanding contribution to Engineering Exports for the Year 2012-13 in the form of a Certificate and Shield from EEPCINDIA, Southern Region.

GREEN INITIATIVE IN CORPORATE GOVERNANCE BY HON''BLE MINISTRY OF CORPORATE AFFAIRS

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

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance, patronage and co-operation received from the Financial Institutions, the Company''s Bankers, Insurance Companies, the Govt. of India, Governments of various countries, Govt. of Telangana, Govt. of Andhra Pradesh and Govt. of Odisha, the State utilities and Shareholders, during the year under review.

For and on behalf of the Board

P. Trivikrama Prasad

Managing Director

Place : Hyderabad G. R. K. Prasad Date : 29th May, 2015 Executive Director


Mar 31, 2014

The Directors have pleasure in presenting the 42nd Annual Report along with the audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended 31st March, 2014 is summarized below:

(Rs. in lakhs)

Standalone Consolidated 12 months 12 months 12 months 12 months ended ended ended ended 31.03.2014 31.03.2013 31.03.2014 31.03.2013

Turnover/Income (Gross) 140901.06 141526.85 207864.33 145038.08

Profit before Finance carges, Depreciation and

Taxation

LessTinance charges (excluding amount capitalized) 1823.99 1381.62 12627.16 1883.19

Profit before Depreciation and Taxation 28479.14 34500.24 42365.64 29353.95

Less : Depreciation 6157.82 4825.71 11194.14 5879.51

Profitfor the year after Depreciation 22321.32 29674.53 31171.50 23474.44

Less: Provision for taxation - Current tax 4730.00 5975.00 7068.38 6541.19

-Deferred tax (751.82) (77.54) (754.78) (80.93)

-Tax of earlier years 8.25 525.87 12.17 532.25

- MAT credit entitlement (975.00) (580.00) (2776.60) (580.00)

Prof it after Tax 19309.89 23831.20 27622.33 17061.93

Balance brought forward from last year 123735.68 109836.65 139470.71 130366.27

Minority Share - Loss 368.39 1974.68

Profit available for Appropriation 143045.57 133667.85 167461.43 149402.88

Appropriations

Dividend on Equity Share Capital 4215.71 4215.71 4215.71 4215.71

Corporate Dividend Tax 716.46 716.46 716.46 716.46

General Reserve 5000.00 5000.00 5000.00 5000.00

Surplus carried to Balance Sheet 133113.40 123735.68 157529.26 139470.71

143045.57 133667.85 167461.43 149402.88

ECONOMIC AND BUSINESS ENVIRONMENT

The Indian economy displayed a flaccid GDP growth rate of sub-5% for 2013-14, second year in a row reflecting subdued performance of industrial and manufacturing sector, especially in the infrastructure segment, notwithstanding improved performance of exports and agricultural sectors. The trade and fiscal deficits were further accentuated by the quantitative easing measures initiated by USA resulting in precipitous depreciation of Indian rupee and as a consequence making imports and borrowings dearer.

The economic revival plan charted by the new Government at the centre though is promising, it is expected that the Indian economy will be under stress for few more years before discernible growth in GDP can be sustained

REVIEW OF OPERATIONS

The foresight shown by the group by making investments in the power business is yielding results. The consolidated performance for theyear 2013-14 saw marked improvement in the contribution of the Power business with the inclusion of the 150 MW plant operated by subsidiary company, Nava Bharat Energy India Ltd. Total Income from Operations stood at Rs. 172,755.95 lakhs, up 51% YoY. Profit Before Tax stood at Rs. 31,171.50 lakhs, growing 33% YoY, notwithstanding the operational deficit incurred at the Zambian operations. The Profit After Tax showed a similar strong trend atRs. 27,622.33 lakhs, up by 62%.

The standalone performance was moderated on account of lower profitability in ferro alloy and sugar segments, depreciation charge on idle power facility in Odisha and reduced treasury income. The power segment performance was satisfactory in the light of maintenance outages and Grid backing down in AP and very low merchant power rates prevailing outside of southern region. Total Income from Operations were at Rs. 110,054.82 lakhs. Profit Before Tax was at Rs. 22,321.32 lakhs and Profit After Tax was at Rs.19,309.89 lakhs.

Power Division

The 114 MW power plant was operated at 92% PLF whereas the 20 MW unit ran at a PLF of 84% on the back of annual contract with AP Grid, this notwithstanding the forced outages encountered in the first half of the year under review. The 94 MW plant at Odisha was however run sub-optimally for want of reasonable merchant realisations

The total power generation stood at 1,455.82 MU which, post adjustment for auxiliaries and transmission losses, stood at 1,290.31 MU. Captive consumption stood at 432.59 MUwith the balance 864.71 MU constituting merchant power sales. The Company has continued to use an optimal blend of linkage coal, coal through e-auction, washery rejects and imported coal to meet its fuel requirement in power generation

The environment for merchant power was, during 2013-14, typified by isolation of Southern Grid, continued transmission corridor congestion and active demand management by state utilities

Ferro Alloys

Ferro Alloys division witnessed stable volume performance in the back drop of conversion arrangement for Ferro chrome in Odisha for about eight months and market environment for manganese alloys is marked by realisations which were range bound. Higher input cost, in part due to dearer transfer price based on grid tariff - was a factor in moderating the margins. The conversion arrangement enabled the Company to recover fixed costs of the Unit. The Company continues to evaluate opportunities to regain optimal operations at the Ferro Alloys Unit in Odisha

Sugar

The Company continues to align its operating strategy to the market dynamics. Marginally higher recovery was neutralised by lower realisations in the new season. Post de-control the division focussed on growing the by-products business - marking substantial enhancement in the volumes of ethanol and spirit. The Company continued with cane development activity under the new factory zone at Dharmavaram

OPERATIONS OF SUBSIDIARIES ABROAD

Nava Bharat (Singapore) Pte. Limited (NBS):

NBS, a wholly owned subsidiary of the Company, continues to be the investment holding arm of the overseas strategic nvestments while rendering trading services for ferro alloys within the Group. Details of the step down overseas subsidiaries are given below:

Maamba Collieries Limited (MCL):

MCL is a step down subsidiary of the Company with NBS holding about 65% of the equity stake while the balance is held by the Zambian Government Investment Holding Company. MCL has the largest coal concession in Zambia with two grades of coal; Metallurgical Grade Coal with applications in Cement, Steel and Breweries and Therma Grade Coal which can be used as a feedstock for power generation. MCL has embarked upon a capital outlay of about USD 800 million for coal mining operations including mine development expenditure and for establishing 300 MW (2 x 150 MW) coal fired power project. The coal mine related expenditure towards mine development and capital equipment has been substantially incurred while the power project implementation has been completed to the extent of 65%. The power project implementation is under EPC structure and the project is likely to be commissioned in FY 2015-16. Sale of high grade coal has improved substantially during the year under report comparing with previous year and likely to increase going forward with likely addition of new customers in the region

Kobe Green Power Co. Ltd. (KGP):

NBS acquired majority stake in Kobe Green Power Co. Limited (KGP), a Japanese Company, which holds development rights for a 150 MW hydro-electric power project in Laos with an nvestment of about USD 235 million on Build Own Operate and Transfer Scheme (BOOT) basis. The Detailed Feasibility Study (DFS) has been completed and approved. Concession Agreement and the Power Purchase Agreement, followed by the approval of the Government of Laos, are expected shortly. A Special Project Company will be formed thereafter to implement the project with majority control to be exercised through M/s. Nava Bharat Lao Energy Pte.Limited in Singapore, while the other Shareholders will be the Japanese Partner and a Government of Laos undertaking

NB Tanagro Limited (NBTL):

NBTL has a Joint Venture Agreement (JVA) with National Development Corporation (NDC) of Tanzania, to pursue an Integrated Oil Palm Project in Tanzania (NBS 80% and NDC 20%). Further to the JVA, the allocation of initial block of 4000 hectares of land by the Tanzanian Government is still awaited. NB Tanagro Limited will launch the pilot project after the said land is handed over by NDC. Till then, it was decided not to capitalise the Company, excepting the initial capital. NB Tanagro Limited is entitled for allocation of another 6000 Hectares, though not contiguous, to the initial 4000 Hectares, which will take another 12 months from the allocation under Phase - I

NB RUFIJI PVT.LTD. (NBRPL):

NBRPL was formed in Tanzania to pursue another Oil Palm Project under Rufiji Basin Development Authority (RUBADA). The project is under survey stage

Nava Bharat Africa Resources Pvt. Ltd. (NBAR):

NBAR is a step down subsidiary of the Company through NBS in Mauritius and was expected to focus on investments in the East African and SADC region. Presently, NBS is not pursuing any projects through NBAR and it has been decided, as a cost rationalisation measure, to wind up NBAR.

PT Nava Bharat Indonesia (NBI) and PT Nava Bharat Sungai Cuka (NBSC):

NBI and NBSC were formed to pursue the coal concession in ndonesia. However, the investments have been entangled in protracted litigations. The Company is evaluating various options to recover the investments made against this coal concession

Nava Energy Pte. Limited (NEPL):

NEPL is a wholly owned subsidiary of NBS incorporated in Singapore, to carry on the business of Operation & Maintenance works and associated project management works for power plants. NEPL will draw resources to discharge these from Indian companies of the Group as well as overseas companies. NEPL is designated to be the long term O & M Operations for Maamba Collieries Limited, Zambia

Nava Bharat Lao Energy Pvt. limited (NBLEPL):

NBLEPL is a Wholly Owned Subsidiary of NBS incorporated in Singapore, designated to hold the majority stake in the Hydel Power Project Company, Laos. The Project Company will be formed after the approval of the Government of Laos for the Concession Agreement for the 150 MW Hydel Power Project on BOOT basis

Kariba Infrastructure Development Limited (KIDL):

KIDL is a step down subsidiary of NBS and is pursuing the development of a Multi Facility Economic Zone (MFEZ) at Maamba in Zambia. The MFEZ will, inter alia, comprise the nfrastructure development surrounding Maamba including MCL in the Southern Province of Zambia and is aimed at spurring downstream and ancillary industrialisation in and around Maamba

INDIAN SUBSIDIARIES

Nava Bharat Projects Limited (NBPL):

The Company has been engaged in project management and maintenance services. These cover a wide spectrum of services such as project conceptualization, project management including financial planning, contract documentation, contract management, trading of equipment, 0 & M activity, technical services etc. Presently, such services are being rendered to M/s. Maamba Collieries Limited, Zambia, which is implementing an integrated Coa and 300 MW Power Project.

The ongoing investigation of CBI / ED of the coal block allotment to M/s. Navabharat Power Private Limited (NPPL) and subsequent sale of NBPL stake in NPPL to Essar Power Limited also involving the Managing Director of the Company (in his erstwhile position as Non-Executive Chairman of NPPL) has been completed

The Hon''ble Court of Ld. Special Judge (PC Act) observing that the allegations in the charge sheet are under Section 120B read with Section 420 of IPC and the same are triable by the Court of Hon''ble Metropolitan Magistrate. Therefore, the present charge sheet is assigned to the Hon''ble Court of Ld. Chief Metropolitan Magistrate. The Hon''ble Court of Ld Additional Chief Metropolitan Magistrate Court - II passed an Order that piecemeal cognizance cannot be taken and directed the CBI to file the report before 30.08.2014.

Nava Bharat Energy India Limited (NBEIL):

Nava Bharat Energy India Limited (NBEIL) operated the 150 MW Unit in 2013-14 reasonably with average PLF of 79.05%, gross generation of 150 MW and delivered energy of 919.81 MU.

Entire power was dispatched to A.P. Grid (APPCC) excepting 14.95 MU to Karnataka State Electricity Board (KSEB) and 40.85 MU for sale through IEX.

NBEIL made a turnover of Rs. 53711.24 lakhs, profit after tax of Rs. 8515.67 lakhs after charging depreciation of Rs. 3281.30 lakhs and tax ofRs. 34.10 lakhs.

Brahmani Infratech Private Limited (BIPL):

During the year under review, the aggregate earnings for the year stood at Rs. 6,86,15,867/- and the total outgoings stood at Rs. 1,55,55,784/-. The year resulted in a net profit of Rs. 4,41,60,083/- after taxation (profit before taxation Rs. 5,30,60,083/-). The Company has been looking for new projects suitable for commercial, residential and other nfrastructure development and is accordingly acquiring assets. The Company aims to have diversified mix of nvestments in various categories.

As regards to the investigation proceedings pending in the Hon''ble Court of Principal Special Judge for CBI cases, Nampally, Hyderabad, CBI filed a Memo stating that during the course of investigation, no quid-pro-quo could be established, inter alia, against the BIPL. As a result, it is understood that the investigation against the BIPL is concluded

Kinnera Power Company Pvt. Ltd. (KPCPL):

The Company has off loaded part of equity stake in KPCPL in favour of Meenakshi Infra Group and KPCPL ceased to be a subsidiary. The Company continues with 26% of the equity stake in KPCPL as specified by NHAI in 2012-13. As per the professed intention and there being no economic nterest, the Company plans to fully off-load its stake in KPCPL in favour of Meenakshi Infra Group in due course as per the regulations

Nava Bharat Realty Limited (NBRL):

NBRL is a wholly owned subsidiary of the Company and proposes to be engaged in the development of realty focused investments. There have been no operations in this Company

Nava Bharat Sugar and Bio Fuels Limited (NBSBL):

NBSBL is a wholly owned subsidiary of the Company and proposes to be engaged in sugar, bio-fuel and agri based investments. There have been no operations in this Company

Proposed Restructuring of Odisha Works

The Corporate Restructuring Plan initiated by the Company is awaiting response from the strategic investors identified by the Company. Some of the key issues include percentage of shareholding to the Investors and Management Role aside from enterprise valuation

IEM for Establishment of 3500 TCD Sugar Plant at Dharmavaram Village, Prathipadu Mandal, East Godavari Dist, A.P.:

The Company has prayed for directions from Hon''ble High Court of A.P. for vacation of Interim Suspension Order regarding the Zone declaration given by the Commissioner & Director of Sugar and Cane Commissioner, Govt, of A.P., Hyderabad. However, the cane development activities are being continued

OUTLOOK AND FUTURE PLANS

The outlook and future plans of the Company have been mentioned in detail under the "Management Discussion and Analysis" section that forms part of this report.

DIVIDEND ON EQUITY SHARE CAPITAL

Considering the improved performance of your Company as a whole and keeping in view the ongoing capital works in progress, your Directors are pleased to recommend dividend at Rs. 5/- per Equity Share of Rs. 21- each, subject to necessary approvals. The aggregate dividend payout for the FY 2013-14 amounts to Rs. 49.32 crores, including corporate dividend tax, if approved

Nava Bharat Ventures Limited Employee Welfare Trust and its holdings in the Company

M/s. Barclays Wealth Trustees (India) Private Limited, the Trustee of Nava Bharat Ventures Employee Welfare Trust acquired 14 lakhs equity shares of the Company from the secondary market on 9th March, 2012. The Company extended a loan of Rs. 28.79 crores to the Trustee til 31st March, 2014. The Company proposed to implement several schemes relating to welfare measures including ncentives, benefits and amenities for the employees under Employee Welfare plans to be set up by the Company Securities and Exchange Board of India (SEBI) issued a set of guidelines on 13th May, 2013 to align the non-ESOP Employee Benefit Schemes with the SEBI (ESOS and ESPS) Guidelines 1999 before 31.12.2013 or off-load the entire equity held by the Trust before the said date. SEBI, accordingly, commenced the review process, constituted a Group to deliberate on a framework for framing a set of regulations with a view to ensure better enforceability, address the concerns raised with regard to composition of Trusts, disclosures, etc., and to enable secondary market transactions with adequate safeguards. SEBI vide Circular dated 29.11.2013 extended the timeline for alignment of existing employee benefit schemes with the SEBI (ESOS & ESPS) Guidelines from 31st December, 2013 to 30th June, 2014.

EMPLOYEES'' STOCK OPTION SCHEME 2006

During the year under review, no employee stock options were granted. No ESOPs were also exercised as there were no outstanding options as at the beginning of the year.

LISTING OF SHARES

The Securities of the Company are listed at National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The listing fees to these Stock Exchanges were paid

FIXED DEPOSITS

There were no deposits outstanding as on 31st March, 2014. There were no overdue deposits, as well as, on date.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured

DIRECTORS

Sri K.Balarama Reddi and Dr. M.V.G.Rao retire by rotation at the Annual General Meeting under the applicable provisions of the erstwhile Companies Act, 1956. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Sri K. Balarama Reddi and Dr. M.V.G. Rao, being eligible and offering themselves for appointment, are proposed to be appointed as Independent Directors for a term of five consecutive years effective from the date of forthcoming AGM

Dr. E.R.C. Shekar, Dr. D.Nageswara Rao and Dr. C.V. Madhavi are also the existing Independent Directors appointed earlier as Directors, liable to retire by rotation but are not due to retire at the Annual General Meeting and their existing term did not end as at the AGM under the applicable provisions of the erstwhile Companies Act, 1956. Pursuant to the provisions of Section 149 of the Companies Act, 2013, (the Act) the Independent Directors are to be appointed for a term upto 5 consecutive years and they are not liable to retire by rotation. The present tenure of the Independent Directors on the date of commencement of the Act shal not be counted as a term under Section 149 of the Act. It is therefore proposed to appoint Dr. E.R.C. Shekar, Dr. D. Nageswara Rao and Dr. C.V. Madhavi as Independent Directors for a term of 5 consecutive years and not liable to retire by rotation

Pursuant to the provisions of the Companies Act, 2013, Sri G.R.K. Prasad retires at the AGM and, being eligible, offered himself for re-appointment.

SUBSIDIARY COMPANIES AND CONSOLIDATED ACCOUNTS

The Company has Indian and Overseas direct and step down Subsidiaries

The Company has opted to avail the exemption, provided under Section 212 (8) of the Companies Act, 1956 and accordingly disclosed the prescribed information for each subsidiary including step down subsidiaries covering capital, reserves, total assets, total liabilities, investment, turnover, profit before taxation, provision for taxation, profit after taxation, etc

The Annual accounts of the subsidiary companies shal also be available for inspection by any shareholder in the Registered Office of the holding Company and of the subsidiary companies concerned

The Company shall furnish a hard copy of Annual Reports of the subsidiaries to any shareholder on demand at any point of time

The audited Consolidated Financial Statements are provided in the Annual Report.

AUDITORS

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment in the transitional period of 3 years from this AGM for 2013-14 as provided in Section 139 (2) (a) (ii) of the Companies Act, 2013

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits including transitional period under Section 139 (1) of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 139 (9) of the Companies Act, 2013.

COST AUDIT

M/s. Narasimha Murthy & Co, Cost Auditors, were appointed in May, 2013 by the Company to conduct the cost audit in respect of Industrial Alcohol, Sugar, Electricity and Steel (Ferro Alloys) for the FY 2013-14. The approval of the Central Government was received for this appointment.

The Cost Audit reports for FY 2013-14 were due to be submitted on or before 30th September, 2014. The Cost Audit reports for FY 2012-13 were filed with Ministry of Corporate Affairs on 27.09.2013.

APPOINTMENT OF INTERNAL AUDITORS FOR COSTING SYSTEMS AND INTERNAL AUDIT OF COST ACCOUNTING RECORDS

As per the Master Circular No. 2/2011 dated 11th November, 2011 issued by the Ministry of Corporate Affairs on Cost Accounting and Cost Audit, the Board of your Company appointed Internal Auditors, M/s. Sagar & Associates for nternal audit of cost records for the Financial Year 2013-14 on the recommendation of the Audit Committee

SECRETARIAL AUDIT

The Board of Directors on 2nd May, 2013 appointed M/s. P.S.Rao & Associates, Practicing Company Secretaries for the conduct of Secretarial Audit pursuant to the recommendations of the Audit Committee for the Financia Year 2013-14 for the Company and the Report of the Secretarial Audit for the Financial Year 2013-14 is also presented as a part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming a part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of Annua Accounts for the year ended 31st March, 2014

All applicable accounting standards were followed

The accounting policies framed in accordance with the guidelines of the Institute of Chartered Accountants of ndia have been applied

Reasonable and prudent judgement and estimates were made so as to give a true and fair view of the state of affairs of the Company. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts were prepared on a going concern basis

CORPORATE GOVERNANCE

A separate section on Corporate Governance with a detailed compliance report thereto is annexed and forms a part of the Annual Report. The Auditors'' Certificate in respect of compliance with the provisions concerning Corporate Governance, as required by Clause 49 of the Listing Agreement, is also annexed

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, relevant amounts which remained unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund

TRANSFER OF PHYSICAL SHARE CERTIFICATES TO UNCLAIMED SUSPENSE ACCOUNT IN ELECTRONIC MODE

Pursuant to Clause 5A (II) of the Listing Agreement, Posta Return cases as per the records of the Registrars were initially transferred to Suspense Account. A demat account under the name and style ''Nava Bharat Ventures Limited - Unclaimed Suspense Account'' was opened by the Company and the unclaimed shares in respect of the 6 shareholders for 915 equity shares were transferred to the said account on 11th May, 2012.

The Company''s Registrars also sent three notices under Clause 5A to the shareholders whose physical share certificates in respect of stock split cases are lying with them on 23rd January, 2012, 28th May, 2012 and 30th October, 2012 and reduced the number of unclaimed physical stock split cases to the extent possible

Physical split share certificates lying with the Registrars for 683,550 shares were transferred to Suspense Account ''Nava Bharat Ventures Limited - Unclaimed Suspense Account'' on 15th March, 2013 and also dematerialised the same by way of credit to the beneficiary ID No.18391954 in the name of ''Nava Bharat Ventures Limited - Unclaimed Suspense Account'' on 23rd March, 2013

Since these shares stood transferred to''Nava Bharat Ventures Limited - Unclaimed Suspense Account'' and dividend is required to be paid to the registered holders only in terms of Section 206 of the Companies Act, the dividend accruing on the shares involved was also be credited to Unpaid Dividend Account, which will be remitted to the shareholders on claiming the shares out of the Suspense Account.

During the year, the Company and its Registrars, M/s. Karvy Computershare Pvt.Ltd., have received certain claims from the shareholders which were verified by the Registrars as per their records and procedures. The claims of rightfu owners, after collection of all the required documents and due processing by the Registrars, had been placed before the Share Transfer Committee and after its approval, 13250 equity shares of Rs. 21- each (5630 on 10.10.2013 and 7620 on 19.03.2014) were transferred to the Shareholders / Successors / Nominees / rightful claimants. The unpaid dividend for the past 7 years lying in unpaid dividend account of the Company separately for the 7 years was also paid to the said shareholders

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with the provisions of Section 217(1)(e)of the Companies Act, 1956, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo have been given in the Annexure -1, which forms a part of this Report.

INDUSTRIAL SAFETY AND ENVIRONMENT

Safety & Environment

Utmost importance continues to be given to safety of personnel and equipment in all the Company''s plants. The Company reviews thoroughly the various safety measures adopted and proactive steps taken to avoid accidents. Safety drills are also conducted at regular intervals to train the employees for taking timely and appropriate action in case of accidents

Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - II to the Directors'' Report.

Awards

Your Company received the following awards/recognitions during 2013-14:

1 Pollution Control Appreciation Award 2013 in recognition of its pollution control measures and sound environment management practices from State Pollution Control Board (SPCB), Odisha (Ferro Alloy Plant at Kharagprasad received this award).

2 Kalinga Safety Award 2012 in the form of a Silver Plaque in "Power Category" at the "Odisha State Safety Conclave 2013" organised by Institute of Quality & Environment Management System. (Power Plant at Kharagprasad received this award)

3 State Energy Conservation Awards 2013 in the form of a Silver Plaque organised by New and Renewable Energy Development Corporation of A.P (NREDCAP). (Power Plant at Paloncha, Telangana received this award).

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

The Ministry of Corporate Affairs (MCA) has taken a green nitiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions.

Your Company appreciates the initiative taken by MCA as it strongly believes in a green environment. This initiative also helps in prompt receipt of communication, apart from avoiding losses / delays in postal transit. The Notice of Annual General Meeting, full Annual Reports and all communications hitherto were sent to the members in electronic form at the e-mail address registered with Depositories and the Registrars & Transfer Agents of the Company. The Annual Reports will be sent by post physically to the Members, whose e-mail addresses are not registered. Members can also have access to the documents through the Company''s website. The documents will also be available to the members for inspection at the Registered Office of the Company during the office hours

Members are also entitled to be furnished with hard copies of full Annual Reports, free of cost, upon receipt of requisition by the Company at any point of time.

INDUSTRIAL RELATIONS

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards successfu working of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their gratefu appreciation for the assistance and co-operation received from the Financial Institutions, the Company''s Bankers, Insurance companies, the Government of India, Govt, of Telangana, Govt, of Andhra Pradesh and Odisha, the State utilities and Shareholders during the year under review.

For and on behalf of the Board

P. Trivikrama Prasad

Managing Director

Place : Hyderabad D. Ashok

Date : 30th May, 2014 Chairman


Mar 31, 2012

Dear members,

The Directors have pleasure in presenting the 40th Annual Report along with the audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended 31st March, 2012 is summarised below:

(Rs. in lakhs)

12 months ended 12 months ended 31st March, 2012 31st March, 2011

Turnover/Income (Gross) 119,989.19 123,217.70

Profit before Finance charges, Depreciation and Taxation 29,169.24 37,373.16

Less: Finance charges (excluding amount capitalised) 1,610.13 2,159.07

Profit before Depreciation and Taxation 27,559.11 35,214.09

Less : Depreciation 4,731.44 4,584.89

Profit for the year after Depreciation 22,827.67 30,629.20

Less : Provision for taxation

- Current tax 4,610.00 5,675.00

- Deferred tax 1,408.00 39.56

- Tax of earlier years - 191.01

- MAT credit entitlement (1,271.00) (5,655.00)

Profit after Tax 18,080.67 30,378.63

Balance brought forward from last year 91,593.59 77,175.40

Transfer from Contingency Reserve 8,100.00 -

Excess provision of dividend written back 982.08 -

Profit available for Appropriation 118,756.34 107,554.03

Appropriations

Dividend on Equity Share Capital 3,372.57 5,128.47

Corporate Dividend Tax 547.12 831.97

General Reserve 5,000.00 10,000.00

Surplus carried to Balance Sheet 109,836.65 91,593.59

118,756.34 107,554.03

REVIEW OF OPERATIONS The financial year 2012 was marked by global economic slowdown, having an adverse effect across sectors, especially on infrastructure related industries like power and steel. The situation was further aggravated on account of higher fuel costs, reduced availability of domestic coal, bottlenecks in rail connectivity and steep depreciation of Indian rupee versus US$. The deteriorating financial position of state power utilities forced them to adopt a cautious demand management thus depriving merchant power developers a viable market price. Your Company's performance in this backdrop could be considered reasonable notwithstanding the external pressures in the form of strife in Andhra Pradesh and imposition of restrictions on open access in Odisha, impacting power volumes significantly during FY2012. The flexibility to use power for captive consumption enabled the Company to sustain profitability.

Members will note that the turnover of the Company decreased by 2.62% to Rs. 119,989.19 lakhs in FY 2012 while profit before tax and after tax registered decreases by 25.47% and 40.48% at Rs. 22,827.67 lakhs and Rs. 18,080.67 lakhs respectively, reflecting the effect, mostly of external factors on the operations and margins of the Company.

INDIAN OPERATIONS & PROJECTS

Power Division

The Company's power plants in A.P. and Odisha have a total installed capacity of 228 MW.

The 114 MW power plant at Paloncha generated gross energy of 886.59 MU at a PLF of 89%. After meeting the requirements for auxiliary and captive consumptions, 532.26 MU were sold. The power plant operated at sub-optimum level for part of the year due to shortage of coal on account of Telengana agitation and replacement of Generator Transformer.

The 94 MW power plant in Odisha generated gross energy of 537.95 MU at a PLF of 65%. After meeting the requirements for auxiliary and captive consumption, 372.41 MU were sold. The operation of the power plant was impacted by planned turbine maintenance and stoppage of generation of the 64 MW Unit for over three months owing to imposition of Section 11 of the Electricity Act by the Govt. of Odisha, which led to un-remunerative tariff from GRIDCO.

The 20 MW power plant at Dharmavaram, A.P., generated gross energy of 75.20 MU at a PLF of 43%. After meeting the auxiliary consumption, 69.224 MU were sold. The generation was curtailed for more than 6 months due to un-remunerative merchant power tariff which did not even cover variable cost (coal cost).

A new 64 MW Power Plant in Odisha is getting ready for commissioning during the second quarter of the current financial year 2012-13. The commissioning of this project got postponed due to delay in obtaining regulatory approvals which have since been received.

A 150 MW coal fired Power Project is under implementation at Paloncha through Nava Bharat Energy India Limited (NBEIL) at an estimated cost of about Rs. 670 Crores. Most of the civil works are nearing completion and mechanical erection of equipment is in advanced stage. The project is likely to be commissioned in the last quarter of FY 2013. With a view to mitigate the fuel cost risk, NBEIL is exploring the possibility of dedicating a part of output for industrial use through strategic associations with bulk consumers for obtaining steady returns while the balance output will be available for merchant sale.

Ferro Alloy Division

The Company manufactures Silico Manganese and Ferro Manganese at Paloncha, Andhra Pradesh with a capacity to produce 125,000 TPA. The Company also has Ferro Chrome capacity of 75,000 TPA at Kharagprasad, Odisha.

Demand for Ferro alloys remained subdued due to continued global economic slowdown, specifically in Europe, though there was a marginal improvement over the previous year. During the year, the Company produced 63,602 MT of Silico Manganese and sold 64,900 MT which was marginally higher than in the previous year. Relative margins formed the basis to switch the utilisation of power for captive use or merchant sale and, accordingly, during the last quarter, manganese alloy production was reduced to sell the resultant surplus power to yield higher margins.

The Company resumed production of Ferro Chrome at the Odisha Unit with the commencement of a three year conversion contract with Tata Steel Limited (TSL) and produced 26,163 MT of the product during the year 2011-12. The Company will dedicate the entire capacity of its Unit in Odisha for producing to TSL.

Agri-business Division

During the year, the Sugar Plant produced 4,086 MT of Levy Sugar and 36,778 MT of sugar for free sale. The Unit registered a recovery of 10.10% on a volume of 4,05,098 MT of cane in 2011-12, spread between two seasons. Revenue from by-products like molasses and power aided the unit to mitigate the costs and post profits. Part of the molasses have been used for captive consumption by the ferro alloy smelters in Odisha. Similarly, part of the bagasse was consumed in the 9 MW Co-generation power plant in this Unit and partly by the 20 MW mixed fuel based power plant at Dharmavaram.

International Foray

Your Company's international investments through its subsidiary in Singapore have mainly focused on coal mining, power generation and commercial agro based industries in developing and emerging economies in Africa and South East Asia. The business model in all these ventures envisages inclusive local development and value addition which is well received by the stakeholders in the respective domains. Your Company expects that these overseas projects which are well integrated, will afford it sustainable returns on investments, commensurate to their size. Your Company is geared to gradually ramp up, over the next five years, the scale of international operations in such a way that revenues and earnings are well dispersed across different countries and minimise the risk of dependency on one sector and one geographical location.

These investments, made over the last three years, resulted in your Company's subsidiary in Singapore obtaining strategic management control on quality assets. Typical to such projects, they have a gestation period of three to five years before positive cash generations start accruing. Till such time, the Company is committed to provide support by deployment of funds out of its cash accruals or otherwise, at various stages in such projects along with similar support from Joint Venture partners, if any, aside from extending managerial and logistical support by deputing qualified personnel to such projects. The Company expects that the aggregate commitment in these projects would be Rs. 1,597 Crores of which Rs. 447 Crores stands deployed up to the end of FY 2012 while a sum of Rs. 535 crores is factored to be deployed in FY 2013.

Nava Bharat (Singapore) Pte. Limited (NBS) – the hub of overseas investments NBS, a wholly owned subsidiary of the Company, has been engaged in trading of Ferro alloys since 2004-05. Leveraging its strategic location, NBS acts as the hub for all overseas investments of the Group and strategic associations and joint ventures in different geographic domains. NBS has obtained economic interests in special purpose companies and operating companies. The Company's existing and future cash accruals form the basis for these investments through NBS. NBS has also been raising overseas debts leveraging upon parent recourse, pending infusion of equity by the Company.

The principal investments of NBS lay in coal mining and thermal power generation in Zambia, hydel power generation in Laos and commercial agriculture in Tanzania, all of which are in various phases of development and implementation.

Integrated Coal Mining and Power Project in Zambia

Maamba Collieries Limited (MCL) is a step down subsidiary of the Company and is controlled to the extent of 65% through NBS. The balance equity of 35% in MCL is controlled by ZCCM Investments Holdings Plc, a Government of Zambia undertaking with a strong financial position and healthy track record.

MCL holds the largest coal concession in Zambia, a stable democratic country with immense economic potential in Sub Saharan Africa. The coal concession of MCL has both thermal and metallurgical high grade coal seams which facilitate local value addition through coal fired power generation as well as merchant sale of coal.

MCL took up, in 2011, an integrated coal and power project, aimed at resumption of large scale coal mining (which was stopped some years ago) and establishment of a mine-mouth, coal fired power project of 300 MW capacity in Phase I. The coal mining operations have since been resumed and movement of coal to markets within Zambia and neighbouring countries has begun. MCL expects to generate coal sale revenues beginning from FY 2013 with gradual ramp up in line with the demand.

The 300 MW power project under Phase I is being implemented by SEPCO, one of the largest construction companies in China, under an EPC Contract. MCL has received the requisite clearances including environmental approval and SEPCO has commenced the construction work at site. This project is slated to go on stream by April, 2015. Zambia has hitherto been dependent on hydel power generation only. MCL's 300 MW thermal power plant will therefore provide the much needed base load power for Zambia and help Zambia sustain its industrial and economic development.

MCL estimates a capital outlay of about US$ 750 Million on this integrated project which will be funded by equity contributions by both NBS and ZCCM and long term debt from development financial institutions and banks and need based bridge finance in the interim. MCL has tied up the power sale with the Zambian power utility under a long term Power Purchase Agreement.

Hydel Power Project in Laos Laos in South East Asia has immense hydro power potential and has evolved as the principal source of power for this region which comprises industrialised countries like Thailand. Your Company's subsidiary in Singapore (NBS) has acquired a majority stake in Kobe Green Power Co. Ltd. (KGP).

KGP is a Japanese company holding the development rights for a Hydel Power Concession in Laos which translates to a capacity of about 108 MW. KGP has commissioned detailed feasibility and hydrology studies as part of the developmental activities and will pursue a Project Concession from the Government of Laos with tie up for power sale to the local utility. The estimated cost of the project is around USD 330 million.

NBS plans to substitute its investment in KGP with a majority stake in the Project Company after the Project Concession is secured from the Government of Laos. Meanwhile, it has been funding the initial developmental costs which will be transferred to the Project Company as its share of equity.

Commercial Agriculture in Tanzania Your Company has over the last three decades been engaged in sugar business and has developed in-house expertise in agricultural farming and commercial ventures covering a wide range of agro products. To leverage this expertise, your Company has evaluated agro based investments abroad. Tanzania, in Eastern Africa, is ideally placed for commercial agriculture with the right indices of rainfall and weather conditions, arable land and connectivity to sea ports, aside from huge local demand for these food products.

After conducting preliminary studies on various crops and discussions with National Development Corporation (NDC) of Tanzania, your Company's subsidiary in Singapore (NBS) has chosen an “Integrated Oil Palm Project” comprising oil palm cultivation in nucleus farm, oil extraction and refining along with co-generation of power. This project will be developed in an area of about 3,890 ha (to be extended to 10,000 ha). Another similar project is also being simultaneously pursued with Rufiji Basin Development Authority (RUBADA) in an area of about 10,000 ha.

NBS has entered into preliminary agreements with the above Tanzanian Government agencies and is pursuing feasibility studies and local clearances. It plans to form local joint ventures with these agencies to implement these agro based projects.

OUTLOOK AND FUTURE PLANS

The outlook and future plans of the Company have been mentioned in detail under the “Management Discussion and Analysis” section that forms part of this report.

DIVIDEND ON EQUITY SHARE CAPITAL

Considering the satisfactory performance of your Company and keeping in view the ongoing capital works and growth trajectory, your Directors are pleased to recommend dividend at Rs. 4.00/- per Equity Share of Rs. 2/- each, subject to necessary approvals.

The aggregate dividend payout for the year 2011-12 amounts to Rs. 39.20 Crore, including corporate dividend tax.

FCCB

The Company issued FCCBs to an extent of JPY 6000 million including Green Shoe Option at an initial conversion price of Rs. 136.50 per Equity Share of Rs. 2/- each during the financial year 2006-07. FCCBs to an extent of JPY 2480 million were converted into 77,76,303 equity shares of Rs. 2/- each at a revised conversion price of Rs. 132.96 per share as on 31st March, 2008.

During the financial year 2010-11, the Company issued a notice for conversion of FCCBs fixing the date of conversion as 28th February, 2011. The Company received the conversion notice from M/s. Kingfisher Capital CLO Limited, Cayman Islands for conversion of 323 FCCBs of JPY 3230 million and 1,29,23,073 equity shares of Rs. 2/-each were allotted to M/s. Kingfisher Capital CLO Limited, Cayman Islands on 18th August, 2011 constituting 14.47% of the post paid up capital of the Company. The balance 29 Bonds for JPY 290 million were redeemed on 29.09.2011 on maturity and no FCCBs are therefore outstanding.

The sources and uses/application of funds are disclosed to and considered by the Audit Committee on a quarterly basis and as a part of the quarterly declaration of financial results.

The Company has not utilised any part of the said funds for the purposes other than those stated in the offer documents or Notices.

EMPLOYEES' STOCK OPTION SCHEME

The Company has no Options outstanding as at the beginning of the year and has not granted any Stock Options during the year 2011-12.

The prescribed details relating to ESOS as per the SEBI Guidelines are set out in Annexure – II.

LISTING OF SHARES

The Securities of the Company are listed at National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The listing fees for these Stock Exchanges were paid.

FIXED DEPOSITS

The amount of deposits outstanding as on 31st March, 2012 was nil.

There were no overdue deposits, as on date.

INSURANCE

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

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri G. R. K. Prasad, and Dr. D Nageswara Rao, Directors of the Company, retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANIES AND CONSOLIDATED ACCOUNTS

The Company has Indian and Overseas direct and step down Subsidiaries, the details of which are given below:

The Company has opted to avail the exemption, provided under Section 212 (8) of the Companies Act, 1956 and accordingly disclosed the prescribed information in aggregate for each subsidiary including step down subsidiaries covering capital, reserves, total assets, total liabilities, investments, turnover, profit before taxation, provision for taxation, profit after taxation etc.

The Annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the Registered Office of the holding company and of the subsidiary companies concerned.

The Company shall furnish a hard copy of Annual Reports of the subsidiaries to any shareholder on demand at any point of time.

The audited Consolidated Financial Statements are provided in the Annual Report.

Nava Bharat Projects Limited (NBPL):

NBPL, a wholly owned subsidiary of the Company, is engaged in project support and maintenance services for the group companies and is the intermediate holding Company of NBEIL, which is executing the 150 MW power project at Paloncha.

The proceeds of the second tranche of sale of shares in Navabharat Power Private Limited to Essar Power Limited, net of income tax, were deployed in Nava Bharat Energy India Limited (NBEIL) as part of sponsor's contribution in the project finance of NBEIL.

During the year, NBPL has, leveraged its rich experience in power projects and extended Project Management Services to Maamba Collieries Limited, especially in the evaluation and selection of EPC and Non-EPC contracts and detailed project engineering which helped the latter to fast track the implementation of 300 MW coal fired power project in Zambia.

Nava Bharat Energy India Limited (NBEIL):

NBEIL is the step down subsidiary through NBPL and is implementing a 150 MW coal fired power project at Paloncha. The Power project is likely to be commissioned in the last quarter of FY 2013.

Brahmani Infratech Private Limited (BIPL):

The Company currently holds 65.74% of the equity share capital of BIPL while the balance equity is held by others. BIPL was entrusted with the implementation of an SEZ project by the Govt. of AP/APIIC.

The Company entered into a Joint Development Agreement (JDA) with M/s. Mantri Technology IT Parks Private Limited (MTPL), a subsidiary of M/s. Mantri Developers Private Limited, Bangalore (MDPL), who had agreed to develop the Project and assumed responsibility to market built up area of this SEZ Project. However, MTPL could not comply with the obligations and responsibilities envisaged and undertaken by them as per the provisions of the JDA. As there has been little or no activity on the Project, the Company has repeatedly requested MTPL to at least achieve minimum milestones to enable the Company to seek additional time from the Government of Andhra Pradesh for the Project.

While MTPL could not comply with this, except to the extent of constructing a small incubation space, it has recently sought to exit from the Project, citing purported impediments and setting untenable conditions, in utter violation of the terms of JDA. Your Company deems this action on the part of MTPL (and indirectly by MDPL) as giving rise to material breach of the JDA and intends to invoke its rights under the JDA to take suitable action against MTPL and MDPL while engaging the APIIC and the Government of Andhra Pradesh to seek suitable extension of time lines and for induction of new technical associate and, in case this proposal is not acceptable to the Government of Andhra Pradesh, to surrender the allocated land, in full or in part. The Company has initiated the process for requisite Corporate approvals in this regard.

Kinnera Power Company Limited (KPCL):

KPCL, though a subsidiary with the Company holding 50.3% of the small equity capital of Rs. 9.94 lakhs, is at present the investment arm of Meenakshi Infra Group (Meenakshi). Meenakshi implemented a road project of National Highway Authority of India (NHAI) through Malaxmi Highway Pvt. Ltd. (MHL) the Special Purpose Company (SPC), formed for this project. Meenakshi funded the project through a combination of redeemable preference shares and their share of equity aside from long term project debt without any contribution from KPCL. The road project has since been commercialised. There being no economic interest, the Company intends to offload its stake in KPCL and MHL eventually to Meenakshi Group as permitted by NHAI in due course and hence consolidation of accounts of KPCL and MHL are not done with those of the Company.

Nava Bharat Realty Limited (NBRL):

NBRL is a wholly owned subsidiary of the Company and proposes to be engaged in realty focused investments. There have been no operations in this company.

Nava Bharat Sugar and Bio Fuels Limited (NBSBL):

NBSBL is a wholly owned subsidiary of the Company and proposes to be engaged in sugar, bio-fuel and agri based investments. There have been no operations in this company.

Nava Bharat (Singapore) Pte. Limited (NBS): NBS is a wholly owned subsidiary of the Company.

The nature of activities and details of the principal investments of NBS are already covered under the section “International Foray”.

PT Nava Bharat Indonesia (NBI) and PT Nava Bharat Sungai Cuka (NBSC):

NBI and NBSC were formed through NBS to pursue the Indonesian mineral opportunities. The initial investment for a small coal concession ran into litigation with the sellers in Indonesia and their associates in Singapore. As such, NBS has stopped further exposure and investments into Indonesia and is confident of recovering the investment of about US$ 7 Million.

Maamba Collieries Limited (MCL):

MCL is a step down subsidiary of the Company with 65% control through Nava Bharat (Singapore) Pte. Limited.

The activities and details of the integrated coal mining & power project taken up by MCL at Maamba, Zambia are already covered under the section “International Foray”.

Kobe Green Power Co. Ltd. (KGP):

KGP is a Japanese company in which NBS has taken a majority stake. KGP holds the development rights for a Hydel Power Concession in Laos for about 100 MW. A project company will be formed to implement the Hydel Power project, estimated to cost around USD 300 million.

Details of the above project are already covered under the section “International Foray”.

Nava Bharat Africa Resources Pvt. Ltd. (NBAR):

NBAR is a step down subsidiary of the Company through NBS and is expected to focus on investments in the SADC region. NBS plans to evolve a tax efficient holding structure for its investments in Africa and utilise NBAR, if found feasible, for this purpose. During FY 2011-12 there have been no operations in NBAR.

AUDITORS

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

COST AUDIT

M/s. Narasimha Murthy & Co, Cost Auditors, have been appointed by the Company to conduct the cost audit in respect of industrial alcohol, sugar and electricity for the financial year 2011-12. The approval of the Central Government was received for this appointment. Further, Govt. of India vide Order dated 30th June, 2011 clarified that all the Steel Plants manufacturing products covered under Steel (Chapter 72 and 73 of Central Excise and Tariff Act 1985) should get Cost Records audited. As per the Order, the Ferro Alloy Plants at Paloncha and Odisha are also covered under Cost Audit for the FY 2011-12.

M/s.Narasimha Murthy & Co., Cost Auditors, have been appointed by the Company to conduct the Cost Audit of Steel (Ferro Alloys) and the same was approved by the Central Government. The Cost Audit reports for 2011-12 were due to be submitted on or before 30th September, 2012. The Cost Audit reports for 2010-11 were filed with Ministry of Corporate Affairs on 21st August, 2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming a part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of Annual Accounts for the year ended 31st March, 2012

- All applicable accounting standards were followed.

- The accounting policies framed in accordance with the guidelines of the Institute of Chartered Accountants of India have been applied.

- Reasonable and prudent judgement and estimates were made so as to give a true and fair view of the state of affairs of the Company.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, as applicable.

- The annual accounts were prepared on a going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance with a detailed compliance report thereto is annexed and forms a part of the Annual Report. The Auditors' Certificate in respect of compliance with the provisions concerning Corporate Governance, as required by Clause 49 of the Listing Agreement, is also annexed.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, relevant amounts which remained unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

TRANSFER OF PHYSICAL SHARE CERTIFICATES TO UNCLAIMED SUSPENSE ACCOUNT IN ELECTRONIC MODE

M/s. Karvy Computershare Private Limited as Registrars & Transfer Agents had sent notices under Clause 5A of the Listing Agreement to postal return cases and for the remaining physical share certificates lying with the Company in respect of stock split, they had sent 3 formal reminders by Registered Post.

The Company's Registrars sent notices under Clause 5A to stock split cases also as first reminder on 14.04.2012. Further, two more reminders will be sent in the FY 2012-13 in respect of stock split cases to minimise the number of Unclaimed Physical Stock Split cases.

A demat account under the name and style of “Nava Bharat Ventures Limited - Unclaimed Suspense Account” was opened by the Company and the unclaimed shares in respect of 6 shareholders for 915 equity shares were transferred to the said account on 11.05.2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo have been given in the Annexure - I, which forms a part of this Report.

INDUSTRIAL SAFETY AND ENVIRONMENT

Safety & Environment

Your Company continues to give utmost importance to safety of personnel and equipment in all its plants. The safety measures adopted are reviewed thoroughly and several proactive steps taken to avoid accidents. In addition, safety drills are conducted at regular intervals to train the workmen and staff for taking timely and appropriate action in case of accidents.

Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of

Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure – III to the Directors' Report.

Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility

The Ministry of Corporate Affairs, Govt. of India, issued Voluntary Guidelines for Corporate Governance and for Corporate Social Responsibility. The Voluntary Guidelines for Corporate Governance provide for various measures and your Company considers the same in due course.

Awards

Your Company received the following awards/recognitions during 2011-12:

1. CII Environmental Best Practices Award 2012 for Most Innovative Environmental Project (Ferro Alloy Plant, Paloncha received this award) from Confederation of Indian Industry.

2. 5-S Excellence Award 2011 (Sugar Division received this award) from Confederation of Indian Industry (Southern Region).

3. National Award for Excellence in Water Management 2011 as Water Efficient Unit (Power Plant at Kharagprasad received this award) from Confederation of Indian Industry.

4. National Award for Excellence in Energy Management 2011 as Energy Efficient Unit (Power Plant at Paloncha received this award) from Confederation of Indian Industry.

5. National Award for Excellence in Energy Management 2011 as Excellent Energy Efficient Unit (Sugar Division received this award for the 5th consecutive year) from Confederation of Indian Industry.

6. Best Cogen Award 2011 as 3rd Best Performing Cogen Factory in Andhra Pradesh from South Indian Sugar Cane & Sugar Technology Association.

7. Prakruti Mitra Puraskar 2010-11 for being Excellent in the field of Conservation of Nature & Protection of Environment in the Block level, Village/Organisation from Forest and Environment Department, Government of Odisha.

GREEN INITIATIVE IN CORPORATE GOVERNANCE BY HON'BLE MINISTRY OF CORPORATE AFFAIRS

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions. Your Company appreciates the initiative taken by MCA as it strongly believes in a green environment. This initiative also helps in prompt receipt of communication, apart from avoiding losses / delays in postal transit. The Notice of Annual General Meeting, Full Annual Reports and all communications hitherto were sent to the members in electronic form at the e-mail address provided by them to the depositories or Registrars & Transfer Agents of the Company. The Annual Reports will be sent by post physically to the Members, whose e-mail addresses are not registered. Members can also have access to the documents through the Company's website. The documents will also be available to the members for inspection at the Registered Office of the Company during the office hours.

Members are also entitled to be furnished with hard copy of annual report, free of cost, upon receipt of requisition, at any point of time.

INDUSTRIAL RELATIONS

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards successful working of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, the Company's Bankers, Insurance companies, the Government of India, Governments of Andhra Pradesh, Odisha and the State utilities and Shareholders during the year under review.

For and on behalf of the Board

P. Trivikrama Prasad Managing Director

Hyderabad D.Ashok

30th May 2012 Chairman


Mar 31, 2011

The Directors have pleasure in presenting the 39th Annual Report along with the audited accounts for the year ended 31st March 2011.

Financial Results

The financial performance of the Company, for the year ended 31st March 2011 is summarised below:

(Rs in Lakhs)

12 months ended

31st March 2011 12 months ended

31st March 2010

Turnover/Income (Gross) 1,23,217.70 1,27,091.43

profit before Finance charges, Depreciation and Taxation 37,395.39 58,480.22

Less: Finance charges (excluding

amount capitalised) 2,181.30 3,059.13

profit before Depreciation

and Taxation 35,214.09 55,421.09

Depreciation 4,584.89 4,437.79

profit for the year after

Depreciation 30,629.20 50,983.30

Provision for taxation

- Current tax 5,675.00 7,325.00

- Deferred tax 39.56 (89.90)

- MAT credit entitlement (5,655.00) (6,120.00)

profit after Tax 30,569.64 49,868.20

Balance brought forward from

last year 77,175.40 46,802.60

Income tax of earlier years (191.01) --

profit available for Appropriation 107,554.03 96,670.80

Appropriations

Dividend on Equity Share Capital 5,128.47 6,425.20

Corporate Dividend Tax 831.97 1,067.15

Capital Redemption Reserve -- 3.05

Contingency Reserve -- 2,000.00

General Reserve 10,000.00 10,000.00

Surplus carried to Balance Sheet 91,593.59 77,175.40

107,554.03 96,670.80

Review Operations

The Companys business focus in 2010-11 continued to be led by the Power followed by Ferro Alloys and Sugar in that order. During the year under review, endeavor was made to optimize the power generation while the dynamic switch between consumption for production of Ferro Alloys and merchant sale was dictated by relative margins and contributions. The Company registered a gross turnover of Rs 1,232.18 crore and profit-before-tax of Rs 306.29 crore, which corresponded much lower than those in the previous year owing to extraneous factors beyond the control of the Company. The Company utilised MAT-Credit entitlement and accordingly the profit-after-tax on stand-alone basis was Rs 305.70 crore.

The consolidated financials have been made taking into account the profit on part divestment of equity stake in the Odisha power project by Nava Bharat Projects Limited (NBPL), development expenditure on aborted projects in Indonesia and pre-development loss in the Zambian coal mine while the operations in other subsidiaries have had minimal effect on the consolidated financials.

Power Division

The operational performance of the power plants both in AP and Odisha during the year under review was better with average PLF registering at over 90% in all the plants. The Company generated 1837.87 MU and after auxiliary consumption and transmission loss of 192.39 MU, sold 1346.95 MU of power to traders/grid on merchant sale basis while 298.53 MU power was consumed for production of Ferro alloys.

The year under review was marked by steady drop in merchant power realizations on a quarter on quarter basis relative to those obtained in the previous year. Protracted monsoon affecting demand in general and weak financial health of utilities, prompting curtailment of merchant power purchase and relatively higher availability of power, contributed to this deceleration in the merchant power realizations. The situation improved marginally in the fourth quarter albeit on a lower level corresponding to the previous year. The general consensus amongst power industry participants is that a subdued merchant power scenario is likely to continue in the near future pending rationalization of tariffs which would improve the financial health of State utilities. A section of industry also perceives that the incremental power generation with high cost fuel, both domestic and imported, could push the merchant power rates higher, given the demand dynamics in the country.

Ferro Alloys Division

During the year under review, the Company adopted a cautious approach in the production of Ferro chrome where margins were not forthcoming and resorted to merchant sale of surplus power. The situation of manganese alloys was distinctly better prompting the Company to increase production and sales of manganese alloys in the year under review. The Company produced and sold manganese alloys of 62,230 MT and 61,951 MT respectively, while the production and sales of chromium alloys corresponded to 8,063 MT and 11,628 MT respectively. The improved margins in manganese alloys over those of previous year helped the division post segmental profit of Rs 5.20 crore after absorbing the fixed cost incidence in the Odisha Works where production was stopped from July 2010.

Sugar Division

The sugar operations were accentuated by less than anticipated crushing owing to unseasonal rains, static free sale price and inter se free consumption of bagasse in the 20MW power plant in Dharmavaram. The unit performed admirably bagging the award for being the Most Energy Effcient Unit from CII for the fourth year in a row. The average sugar recovery during the year under review was 9.82% compared to that of 9.60% in the previous year.

New projects- Domestic

The 64 MW power plant in Odisha is awaiting certain statutory clearances. These clearances are expected to be in place by September 2011.

The 150 MW power unit being implemented by the step down subsidiary Nava Bharat Energy India Limited (NBEIL) at Paloncha in Khammam district is in construction stage, having received all requisite clearances. The subsidiary had to shelve the other 150MW power unit, contemplated at Dharmavaram in East Godavari district, owing to lack of environmental clearance.

Fuel arrangements for both 64 MW and 150 MW units will be through a combination of imported coal, washery rejects and coal through e-auction.

New projects - overseas

The Company’s decision to take up overseas ventures is driven and infuenced by infrastructure availability, demand forecast of the respective regions and benefits of vertical integration. From these perspectives, your Company feels that its investments in Africa and in Laos are steps in the right direction. Your Company expects that these investments, upon fruition, over the next 3 years, would bring about a sustainable improvement in the consolidated operations of the Company and impart signifcant resilience to the Group on account of diversity and assured returns on investment.

The Zambian coal mine has, since the takeover by the Companys Singapore subsidiary in April 2010, undergone a rehabilitation programme aimed at an early resumption of high grade coal mining operations and mitigation of fixed and recurring cost through a substantial reduction in wage bill. The coal mining operations are set to commence in October 2011 and should, given the buoyancy in the coal prices and demand, spur cash infows into this Zambian Company in the current year itself. The land locked situation of Zambia has affected the geographical access for sale of this coal to some extent and the Company hopes that with gradual improvement in logistics and infrastructure, externalization of coal operations will become feasible in the near future.

The Zambian Company has also taken effective steps to launch a 300 MW mine-mouth power plant and is set to induce a dependable generation mix in Zambia which has been dependent on hydel power so far. This Company has received several new enquiries from within and outside Zambia for power, encouraging it to plan ahead for enhancing the power generating capacity to about 900MW in stages. Africa is fast emerging as a forefront investment destination for many a corporate and your Company has a head start with this investment in Zambia, which can be leveraged for other lucrative investment opportunities in Africa.

It is heartening to report that the ZCCM-IH, the JV partner in the Zambian Coal Company, against which bulk of the liabilities are outstanding, has conveyed its intentions to convert these liabilities into equity backed with a similar move from Nava Bharat proportionate to the respective stakes in the coal Company. The financial position of this coal Company will thus receive a signifcant boost in the current year.

The proposed investment in the hydel power generation project in Laos is signifcant in that on one hand, the Group’s entry into hydel power generation is facilitated based on a proven hydrology with potential plant load factor exceeding 60% and secondly reinforces the Group’s commitment for green initiative without losing sight on return on investment. The hydel power project has received the approval of the

Government of Laos for project development and detaile feasibility study is under way. The project concession wil be obtained soon after the feasibility study and execution o power purchase agreement followed by financial closure which will enable the launch of the project by March 2012.

Your Company also considers that agro based investment and industries in Africa have good potential with large tract of agricultural land with water sources being availabl for optimal utilization in this space. As a frst step, a ste down subsidiary, Nava Bharat Africa Resources Pvt. Limite (NBAR) has been set up in Mauritius to focus on this agr based investments by leveraging upon the Company’ experience in sugar and bio-fuels for the last three decades

The Singapore subsidiary of the Company is spearheadin the overseas investments and substantial value accretion wil happen in due course in line with progressive achievement o set milestones.

Outlook and Future Plans

The outlook and future plans of the Company have been mentioned in detail under the "Management Discussion and Analysis" section that forms part of this report.

Dividend on equity share capital

Considering the satisfactory performance of your Company and keeping in view the ongoing capital works and growth trajectory, your Directors are pleased to recommend dividend at Rs 6/- per Equity Share of Rs 2/- each, subject to necessary approvals.

The aggregate dividend payout for the year 2010-11 amounts to Rs 59.60 crore, including corporate dividend tax.

FCCB

Out of the FCCB of JPY 6000 Million raised, FCCB of JPY 2480 Million have since been converted into Equity Shares which were listed on National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

The balance FCCBs of JPY 3520 Million is outstanding in the Company’s books at Rs 139.95 crore corresponding to an exchange rate of Rs 0.3976 JPY which rate is relevant for conversion. However, currency appreciation effect of Rs 49.50 crore (negative) as on 31st March 2011 which is relevant for redemption only, is ignored in the books of account as these bonds are optionally convertible and are deep in money at the prevailing market price of the Company’s share.

The Company issued an Issuers’ Conversion Notice on 17th January 2011 fixing the date of conversion as 28th February 2011. The Issuers’ Conversion Right per each Bondholder will be limited to the conversion into Equity Shares with a cap of 14.5% of the enhanced capital.

The Bondholders have to comply with the procedures to enable the Company to complete the conversion process.

Employees stock option scheme

The Company has granted 6,00,000 Options to the specifed employees, which were vested. The ESOS Remuneration (Compensation) Committee allotted during the Financial Year 2010-11, 1,09,210 equity shares of Rs 2/-each. 66,610 Options got cancelled on cessation of employment. Therefore, there are no outstanding Options as on 31st March 2011.

The Company received a certifcate from the Auditors of the Company that the Scheme was implemented in accordance with the SEBI Guidelines and the resolution passed at the Annual General Meeting held on 27th July 2006. The Certifcate would be placed at the Annual General Meeting for inspection by members.

The prescribed details relating to ESOS as per the SEBI Guidelines are set out in the Annexure - II.

Listing of shares

The Securities of the Company are listed at National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The listing fee for these Stock Exchanges are paid.

Fixed Deposits

The amount of deposits outstanding as on 31st March 2011 was Rs nil.

There were no overdue deposits, as on date.

Insurance

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

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr.M.V.G.Rao and Sri K.Balarama Reddi, directors of the Company, retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment. Certain changes in the designation and remuneration of Whole-time Directors are being considered for members’ approval at the ensuing Annual General Meeting.

subsidiary companies and consolidated Accounts

The Company has Indian and Overseas direct and step down Subsidiaries, the details of which are given below:

The Company has opted to avail the exemption, provided under Section 212 (8) of the Companies Act, 1956 and accordingly disclosed the prescribed information in aggregate for each subsidiary including step down subsidiaries covering capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation etc.

The Annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the Registered Offce of the holding Company and of the subsidiary companies concerned. The same will also be published on the website, www.nbventures.com.

The Company shall furnish a hard copy of the detailed accounts of the subsidiaries to any shareholder on demand at any point of time.

Nava Bharat Projects limited (NBIL)

NBPL, the Wholly Owned Subsidiary of the Company, is engaged in project support and maintenance services for group companies and is the intermediate holding Company of NBEIL, which is executing the 150 MW power plant at Paloncha.

Members are aware NBPL was holding 50% of equity stake in Navabharat Power Private Limited (NPPL) which is implementing a 1050 MW power plant in Odisha. During the year under review, NBPL divested a part of the investment in NPPL to Essar Power Limited (EPL) and realised capital gains. Sale of the balance shareholding in NPPL to EPL was done in the current year.

Nava Bharat Energy india Limited (NBEIL)

NBEIL is the step down subsidiary through NBPL and is implementing the 150 MW coal fred power plant at Paloncha, estimated to cost about Rs 666 crore.

Brahmani Infratech Private limited (BIPl)

Nava Bharat Ventures Limited (NBVL) currently holds 65.74% of the equity share capital of BIPL, which is entrusted with the implementation of SEZ project by the Govt. of AP/APIIC. BIPL has entered into a Development Agreement with Mantri Group for this SEZ project. The SEZ project couldn’t take off owing to the prevailing real estate and weak IT Industry scenario over the few years.

kinnera Power Company Limited (KPCL)

KPCL, the subsidiary of the Company, is at present the investment arm of Meenakshi Group for the road project which has been implemented through the SPV, Malaxmi Highway Ltd. (MHL). It is the intention of the Company to offoad its stake in KPCL and MHL eventually to Meenakshi Group and hence consolidation of KPCL and MHL are not done.

Nava Bharat reality (NBRL)

NBRL is the Wholly Owned Subsidiary of the Company and there have been no operations in this Company.

Nava Bharat Sugar and Bio Fuels Limited (NBSBL)

NBSBL is the Wholly Owned Subsidiary of the Company and there have been no operations in this Company.

Maamba Collieries Limited (MCL)

MCL is a step down subsidiary of the Company through NBS. MCL is presently pursuing an investment plan comprising revival and rehabilitation of the coal mine and establishment of 300 MW power plant in Phase-I with an indicative investment of about USD 750 million.

Kobe Green Power Co. Limited (KGP)

KGP is a Japanese Company in which NBS has taken a majority stake. KGP is the holder of a Hydel Power Concession in Laos and a project Company will be formed to pursue the Hydel Power Concession for about 100 MW, estimated to cost about USD 200 million. NBS plans to substitute its investment in KGP with a majority stake in the project Company after the Project Concession is secured from the Government of Laos. Hence, consolidation of accounts of KGP with NBS has not been done.

Nava Bharat Africa resources Pvt.Ltd. (NBAR)

NBAR is a step down subsidiary of the Company through NBS formed at the end of 2010-11 and is set to pursue investment opportunities in agri space in Africa. This Company will be consolidated from 2011-12 onwards.

Auditors

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company, hold offce until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956 and that they are not disqualifed for re-appointment within the meaning of Section 226 of the said Act.

Cost Audit

M/s. Narasimha Murthy & Co, cost auditors, have been appointed by the Company to conduct the cost audit in respect of industrial alcohol, sugar and electricity for the financial year 2010-11. The approval of the Central Government was received for this appointment. The Cost Audit reports for 2010-11 were due to be submitted on or before 30th September 2011. The Cost Audit reports for 2009-10 were

Nava Bharat (singapore) Pte.limited (NBS)

NBS, the Wholly Owned Subsidiary of the Company, is engaged in trading of Ferro alloys and is the investment hub for the entire overseas step down subsidiaries of the Company.

Nava Bharat indonesia (NBI) and Nava Bharat sungai cukA (NBSC)

NBI and NBSC were formed through NBS to pursue the Indonesian mineral opportunities. The Indonesian coal venture negotiations with a set of buyers are in advanced stage and these should result in a reasonable coal off-take arrangement with NBS continuing the equity stake along with the buyers.

Flied with Ministry of Corporate Affairs on 1st September 2010 and 3rd September 2010.

Group For inter-se transfer of shares

As required under Clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defned in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure III attached herewith and the said Annexure III forms part of this Annual Report.

Management Discussion And Analysis Report

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming a part of the Annual Report.

Directors Responsibility statement

The Directors confirm that in the preparation of Annual Accounts for the year ended 31st March 2011

- All applicable accounting standards were followed.

- The accounting policies framed in accordance with the guidelines of the Institute of Chartered Accountants of India have been applied.

- Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company.

- Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, as applicable.

- The annual accounts were prepared on a going concern basis.

Coprporate Governance

A separate section on Corporate Governance with a detailed compliance report thereto is annexed and forms a part of the Annual Report. The Auditors’ Certifcate in respect of compliance with the provisions concerning Corporate

Governance, as required by Clause 49 of the Listing Agreement, is also annexed.

Conservation of energy, Technology Absorption And Foreign exchange

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo have been given in the Annexure - I, which forms a part of this Report.

Industrial Safety and environment safety& environment

Your Company continues to give utmost importance to safety of personnel and equipment in all its plants. The safety measures adopted are reviewed thoroughly and several proactive steps taken to avoid accidents. In addition, safety drills are conducted at regular intervals to train the workmen and staff in facing accidents.

Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - IV to the Directors Report.

Voluntary Guidelines on Corporate Governance And Corporate Social Responsibility

The Ministry of Corporate Affairs, Govt. of India, issued Voluntary Guidelines for Corporate Governance and for Corporate Social Responsibility. The Voluntary Guidelines for Corporate Governance provide for various measures and your Company considers the same in due course in a phased manner.

Awards

Your Company received the following awards/recognitions during 2010-11:

1. silver Trophy for outstanding export Performance for the year 2008-09 from The Federation of Andhra Pradesh Chambers of Commerce & Industry, Hyderabad .

2. silver Trophy for excellence in Rural Development for the year 2008-09 from The Federation of Andhra Pradesh Chambers of Commerce & Industry.

3. Best management Award for the year 2009-10 from the Labor Department of Government of Andhra Pradesh, for outstanding contribution to maintenance of Industrial Relations, Labor Welfare and Productivity.

4. Best Technical effciency Award (1st Prize) for the season 2009-10 in Andhra Pradesh, from The South Indian Sugarcane & Sugar Technologists’ Association, bagged by the Sugar Plant, Samalkot.

5. national Award for excellence in energy management, 2010 as excellent energy effcient unit, from Confederation of Indian Industry, bagged by the Sugar Division for the 4th consecutive year.

6. Rank no.1 in 500 of india’s best-performing midsize enterprises, awarded by Inc. India magazine in a survey published in its September-October 2010 issue.

7. national Award for water management 2010 as water effcient unit from the Confederation of Indian Industry, bagged by the Ferro Alloy and Power Plants at Paloncha.

8. silver shield for star Performer as large enterprise for outstanding contribution to Engineering Exports during 2008-09, from EEPCINDIA.

9. cii environmental Best Practices Award 2011 for most innovative environmental Project, from Confederation of Indian Industry, bagged by Ferro Alloy Plant, Paloncha.

10. cii environmental Best Practices Award 2011 for most innovative environmental Project, from Confederation of Indian Industry, bagged by Sugar Division, Samalkot.

Green Initiative in Corporate Governance By Honble Minister of Corporate Affairs

The Ministry of Corporate Affairs (MCA) has recently taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions. Your Company appreciates the initiative taken by MCA as it strongly believes in a green environment. This initiative also helps in prompt receipt of communication, apart from avoiding losses / delays in postal transit. The Notice of Annual General Meeting, Annual Report and all communications hitherto will be sent to the members in electronic form at the e-mail address provided by them to the depositories or Registrars & Transfer Agents of the Company. The same will be sent by post physically to the Members, whose e-mail addresses are not available. Members can also have access to the documents through the Company’s website. The documents will also be available to the members for inspection at the Registered Offce of the Company during the offce hours.

Members are also entitled to be furnished with copies of the abovementioned documents, free of cost, upon receipt of requisition, at any point of time.

Industrial Relations

Industrial relations have been cordial and your Directors appreciate the sincere and effcient services rendered by the employees of the Company at all levels towards successful working of the Company.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, the Company’s Bankers, Insurance companies, the Governments of Andhra Pradesh, Odisha and the State utilities and Shareholders during the year under review.

For and on behalf of the Board

P.Trivikrama Prasad

Managing Director

D.Ashok

Chairman

Hyderabad

28th May 2011


Mar 31, 2010

The Directors have pleasure in presenting the Report and the Audited Accounts of the Company for the financial year ended March 31, 2010.

Financial Results

The Companys performance for the year ended March 31, 2010 is summarised below:

(Rs. in lakhs)

Year ended Year ended March 31, 2010 March 31, 2009 Turnover/Income (Gross) 1,27,091.43 1,42,571.36

Profit before Finance charges, Depreciation and Taxation 58,480.22 56,472.28

Less: Finance charges (excluding amount capitalised) 3,059.13 3,095.15

Profit before Depreciation and Taxation 55,421.09 53,377.13

Depreciation 4,437.79 3,776.54

Profit for the year after Depreciation 50,983.30 49,600.59

Provision for taxation - Current tax 7,325.00 5,700.00

- Deferred tax (89.90) 615.18

- MAT credit entitlement (6,120.00) (2,300.00)

- Fringe benefit tax - 75.00 Profit after Tax 49,868.20 45,510.41

Balance brought forward from last year 46,802.60 19,939.51 Excess provision for Income Tax written back - 33.53

Profit available for Appropriation 96,670.80 65,483.45

Appropriations

Dividend on Equity Share Capital 6,425.20 5,679.94

Corporate Dividend Tax 1,067.15 965.31

Capital Redemption Reserve 3.05 35.60

Contingency Reserve 2,000.00 2,000.00

General Reserve 10,000.00 10,000.00

Surplus carried to Balance Sheet 77,175.40 46,802.60

96,670.80 65,483.45

Review of Operations

We are pleased to report an impressive performance for the year 2009-10. The Net Revenues of the Company though stood at Rs.1,206 crore from Rs.1,296 crore, the Net Profit was higher at Rs.499 crore as compared to Rs.455 crore for the year 2008-09. The Companys thrust on value addition for power afforded it with resilience to withstand the cyclical pressures of Ferro alloys to a great extent. While Indias economy is well on its way to a recovery, spurred on by the stimulus measures initiated by the Government, the core operations of your Company have received a boost together with a revival in global economic sentiment.

Ferro Alloys Division

During the previous year owing to the weak sectoral conditions, a conservative approach was adopted in production of alloys, taking into account the carried forward inventory of finished goods and key raw materials. The Company produced 27,660 M.T., 207 M.T. and 14,555 M.T. of Silico Manganese, Ferro Manganese and Ferro Chrome respectively.

From the second-half onwards the sector sentiment has improved, in line with the marked albeit quiet resurgence in carbon steel though stainless steel is yet to keep pace with such a recovery. Given this background, Manganese alloys appear better placed relative to the Chrome alloys. However, the increase remains far away from the peak-level realizations, attained previously.

Power Division

The Power division demonstrated robust results riding on the demand-supply mismatch facing the country in general and specifically in the prominent industrialized states. The Company had the dual benefit of marginally higher merchant realisations and increased volumes from the new 64 MW unit in Orissa and 20 MW unit in Andhra Pradesh. Additionally, the cutback in the Ferro Alloy production made more power available for sale which further augmented our performance in Power. At the same time,

your Company had to face the vagaries of power sector when for a part of the year, the Company had to schedule entire power to GRIDCO, Orissa, in compliance with the orders issued by the Govt. of Orissa. Furthermore, owing to a transmission line constraint, the Company had to contain the power generation for a part of the year. The merchant power rates in the last quarter of the year receded as the utilities were increasingly reticent to buy power over and above their means, and, for a few days, your Company had to shut down 20 MW power plant owing to un-remunerative prices.

During the year under review, your Company generated 1738.04 M.U. and delivered 1,563.28 M.U. of power of which 178.53 M.U. was used for captive use and 1,384.75 M.U. was sold on merchant basis. The auxiliary consumption and transmission losses accounted for 174.76 M.U. The power plants operated at an average PLF of 87.02%.

Sugar Division

Sugar sector displayed intense volatility during the year. From a deficit, the country now faces a surplus and from peak levels of sale price of Rs.45/Kg at the retail level, sugar now sells for around Rs.28/Kg.

Your Companys command area is situated in the East Godavari district, which is congenial for sugar cane cultivation. However, cane availability this year remained a big constraint as farmers diverted their area to cultivate other crops due to shortage of labour and high cost of cane cultivation. Your Companys operations were, as a result, on a lower level, though realizations of sugar remained relatively high and firm due to the perceived shortages. Your Company paid markedly higher cane price to the farmers to incentivise higher cane cultivation in the ensuing season.

For the full year, the cane crushed stood at 2.60 Lakh tonne as compared to 3.18 Lakh tonne. The associated recovery was at 9.6% this year. The Company for the first time purchased 4000 M.T. of raw sugar and processed it during the year to optimize the sugar operations. Sales of sugar stood at 27,660 M.T. as compared to 31,045 M.T. The corresponding revenues from by- products were higher, given better realization in co-generation and distillery products.

New Projects for Power and Mining

Your Company has identified power as a strategic business driver. Plans are underway to develop a series of power projects both in India and Overseas which will increase the power generation capacity of the Nava Bharat Group in the next few years from the existing 228 MW to about 600 MW in India in addition to Overseas projects.

You will be happy to note that this additional power generation will happen alongside the existing facilities of NBVL whereby certain infrastructure and execution benefits will accrue. It is heartening to note that your Company is one of the few Companies in the merchant power business with existing assets in operation.

Your Company has taken significant strides in its overseas investments by obtaining off-take rights and majority economic interest in a coal mine in South Kalimantan, Indonesia. This venture will support the new merchant power business in India. The extraction and trading of coal is expected to commence shortly.

During the year under review, your Company acquired 65% stake in Maamba Collieries Limited, a Coal mining Company as a Joint Venture with a Government Controlled Investment Holding Company in Zambia. The acquisition entails revival of the coal mining operations and establishment of a 2 X 150 MW, coal-based pit-head power project. The coal mine has reserves of 65 million tonnes of high-grade coal and at least about 65 million tonnes of power-grade coal.

Outlook and future plans

The outlook and future plans of the Company have been mentioned in detail under the "Management Discussion and Analysis" section which forms part of this report.

Dividend on equity share capital

Considering the performance of your Company and keeping in view the ongoing capital works and growth strategy, your Directors are pleased to recommend dividend at Rs.9 /- per Equity Share of Rs.2/- each (450%), subject to necessary approvals.

The aggregate dividend payout for the year 2009-10 amounts to Rs.74.92 crores, including corporate dividend tax.

Buy-back of Companys equity shares

The Company bought back 19,32,500 equity shares (19,20,000 equity shares upto March 31, 2009 and 12,500 equity shares during the current financial year) pursuant to Public Announcement dated December 22, 2008. The Company purchased requisite minimum number of equity shares of 7,35,295 as disclosed in the Public Announcement. All the shares, so bought-back, were extinguished and the buy-back offer was closed with effect from August 12, 2009.

FCCBs

The Companys FCCBs are outstanding to an extent of JPY 3520 million at the fixed exchange rate of Rs.0.3976 per Yen for conversion.

Employees Stock Option Scheme

The Company has granted 6,00,000 options to the specified employees, which were vested. Out of 6,00,000 options, 66,610 options were cancelled. Employees exercised options to an extent of 4,24,180 shares as on March 31, 2010 and 1,09,210 equity shares on May 15, 2010.

The Company received a certificate from the Auditors of the Company that the Scheme was implemented in accordance with the SEBI Guidelines and the resolution passed at the Annual General Meeting held on July 27, 2006. The Certificate would be placed at the Annual General Meeting for inspection by members.

The prescribed details relating to ESOS as per the SEBI Guidelines are set out in the Annexure – II.

Listing of shares

The Securities of the Company are listed on National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The listing fee for these Stock Exchanges are paid.

Fixed deposits

Your Company has been accepting deposits from the public, shareholders and others. The amount of deposits outstanding as on March 31, 2010 was Rs. 18.12 lakhs.

There were no overdue deposits as on date.

Insurance

All the properties of the Company including buildings, plant and machinery and stocks are adequately insured.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri C V Durga Prasad and Dr.E R C Shekar, Directors, will retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

Subsidiary Companies and consolidated accounts

The Company as at the year end has Indian subsidiary companies Viz, M/s. Nava Bharat Projects Limited; M/s. Nava Bharat Energy India Limited; M/s. Brahmani Infratech Private Limited; M/s. Kinnera Power Company Limited; M/s. Nava Bharat Realty Limited; and M/s. Nava Bharat Sugar and Bio Fuels Limited, and a Subsidiary in Singapore, M/s. Nava Bharat (Singapore) Pte. Limited, which again has two subsidiaries viz., 1. PT Nava Bharat Sungaicuka and 2. PT Nava Bharat Indonesia.

Nava Bharat (Singapore) Pte. Limited

During the year, the earlier loan for an amount of US $ 11,800,000 (equivalent to INR 60,02,53,700) was converted into equity. Singapore Subsidiary continues to focus on the overseas ventures for acquisition of coal and power assets. The investment initiative for acquisition of majority stake in Maamba Collieries Limited successfully culminated in executing a Share Purchase and Sale Agreement with the Govt. of Republic of Zambia and ZCCM Investments Holdings PLC (the Seller). The Company assumed management control of the Company pursuant to Shareholders Agreement, entered into between Nava Bharat (Singapore) Pte.Limited, Govt. of Republic of Zambia, ZCCM-Investments Holdings PLC and Maamba Collieries Limited with effect from 26th April, 2010. The Subsidiary earmarked USD 26 Million as Shareholder Loan to Maamba Collieries Limited to enable the latter to address the immediate liabilities.

Kinnera Power Company Limited

During the year under review, the Company continues to hold 50.30% equity stake in Kinnera Power Company Limited (KPCL). Meenakshi Infrastructure Group (MIG) implemented the road project that was awarded to NBV by NHAI on a non recourse basis. MIG has funded the entire equity share capital in KPCL and also in the SPV which had implemented the project. The accounts of KPCL or the SPV are not consolidated with those of the Company as the Company does not have economic interest and as it is intended to off-load the equity stake in KPCL and the SPV in favour of MIG at an appropriate time.

Brahmani Infratech Private Limited

During the year under review, the promoters of the Mantri Group invested in the capital of Brahmani Infratech Private Limited (BIPL) and formal allotment of shares will take place during the current year. The Company, upon such allotment, will hold not less than 51% of the capital in BIPL. Owing to severe recession in the real estate sector especially that connected with IT/ITES operations, Mantri Group has sought extension of timelines for executing the SEZ project and also the attendant residential and commercial amenities. The Company, however, does not expect any capital infusion into the subsidiary as Mantri Group had undertaken to setup the project on a non recourse basis. There have been no operations in BIPL during the year under review.

Nava Bharat Projects Limited

The evolution of Nava Bharat Projects Limited (NBPL) as a power holding company materialized during the year with NBPL acting as promoter of Nava Bharat Energy India Limited (NBEIL) in structuring its project finance. The Company is examining the possibility of bringing the overseas subsidiary also as subsidiary to NBPL to enable the latter to emerge as the holding company of the Group for power and mining assets in India and abroad.

Nava Bharat Energy India Limited

Nava Bharat Energy India Limited (NBEIL) is a subsidiary of Nava Bharat Projects Limited (NBPL) and of Nava Bharat Ventures Limited (NBV). NBEIL achieved financial closure for 2 Units of coal fired power plants of 150 MW each in A.P. IDBI acted as the lead arranger and lender. The project cost for the two Units in the aggregate is estimated to be about Rs.1386 crores. The Units are expected to come up at Paloncha and Dharmavaram. While the Company is in advanced stage of obtaining the environmental clearance for the Paloncha Unit, power evacuation system for both the Units is expected to be cleared by APTRANSCO shortly. NBEIL is to be funded with an equity capital of Rs.416 crores while the balance is tied up as debt. The envisaged equity will be funded to NBEIL by the Company through NBPL.

Nava Bharat Realty Limited

The Company is a Wholly Owned Subsidiary of the Company and is set up to focus on real estate ventures either directly or through SPVs. The Operations in the Company are on slow phase considering the slump in the real estate market.

Nava Bharat Sugar and Bio Fuels Limited

The Company is a Wholly Owned Subsidiary of Nava Bharat Ventures Limited and is set up to facilitate consolidation of sugar and bio fuel operations being taken up by the Group. The Company is yet to commence its operations.

Auditors

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company, will hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

Cost Audit

M/s. Narasimha Murthy & Co, cost auditors, have been engaged by the Company to conduct the cost audit in respect of industrial alcohol, sugar and power generated by the Company for the financial year 2009-10. The approval of the Central Government was received for this appointment.

"Group" for inter-se transfer of shares

As required under Clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure III attached herewith and the said Annexure forms part of this Annual Report.

Management Discussion and Analysis

Managements Discussion and Analysis for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming a part of this Annual Report.

Directors Responsibility Statement

The Directors confirm that in the preparation of Annual Accounts for the year ended March 31, 2010

- All applicable accounting standards were followed.

- The accounting policies framed in accordance with the guidelines of the Institute of Chartered Accountants of India have been applied.

- Reasonable and prudent judgement and estimates were made

so as to give a true and fair view of the state of affairs of the Company.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, as applicable.

- The accounts were prepared on an on going basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a certificate from the auditors of the Company, regarding compliance of conditions of Corporate Governance, form a part of this Annual Report.

Conservation of energy, technology absorption and foreign exchange

As required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (disclosure of particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo have been given in the Annexure - I, which forms a part of this Report.

Industrial safety and environment

Safety & Environment

Your Company continues to give utmost importance to safety of personnel and equipment in all its plants. The safety measures adopted are reviewed thoroughly and several proactive steps taken to avoid accidents. In addition, safety demonstrations are conducted at regular intervals to train the workmen and staff in facing accidents.

Your Company received, from Director of Factories & Boilers, Orissa, an award for Best performance in safety and environment management for the year 2007 for the Ferro Alloy Plant (Orissa) and Power Plant (Orissa).

Particulars of employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - IV to the Directors Report.

Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility

The Ministry of Corporate Affairs, Govt. of India, released Voluntary Guidelines for Corporate Governance and for Corporate Social Responsibility on December 21, 2009. The Voluntary Guidelines for Corporate Governance provide for various measures and your Company may consider the same in due course in a phased manner.

Awards & Accolades

Your Company received the following awards/accolades during the year 2009-10

i) Silver Trophy for Outstanding Export Performance for the year 2008-09 from The Federation of Andhra Pradesh Chambers of Commerce & Industry, Hyderabad.

ii) Silver Trophy for Excellence in Rural Development for the year 2008-09 from The Federation of Andhra Pradesh Chambers of Commerce & Industry, Hyderabad in recognition of the multifarious rural development activities undertaken by the Company.

iii) Super Rank 20 and Rank 297 among 1000 Corporate Giants in India by Net Sales, accorded by Business Standard magazine – February 2010.

iv) Ranked sixth among Top 500 Indian Manufacturing Companies for the Batch 2009, based on the performance of the year 2008, by INDUSTRY 2.0" magazine for innovative thinking, cost optimization strategies, intelligent marketing, quality products and services, and, hard work.

v) State Award for Energy Conservation, 2008-09 (First position) under Iron & Steel Sector for Ferro Alloy Plant, Paloncha from Non-Conventional Energy Development Corporation of A.P. Limited.

vi) Best Value Creator Award in the Small Cap category (Market Capitalization upto Rs.2500 crores) for the year 2009, from Outlook Money NDTV Profit, based on continuous increase in profitability and high growth, resulting in spurt in the equity share price on the Stock Exchanges.

vii) National Award for Excellence in Energy Management, 2009 for Excellent Energy Efficient Unit for the Sugar Division from Confederation of Indian Industry.

viii) The Company stood as sixth Best Performer in the Top 10 on BSE 500 Index in the decade 2000-2009. The Companys stock price in 2009 was 103 times the price in early 2000. This demonstrates that growth has percolated to a larger bouquet of industries than the earlier fancied technology, pharma and fast-moving consumer goods.

ix) Silver Trophy for Top Exporter as Large Enterprise from EEPCINDIA, Southern Region in recognition of the outstanding contribution made by the Company to Engineering Exports during 2007-08.

x) Best Management Award for the year 2009-10 from the Department of Labour, Government of Andhra Pradesh, for outstanding contribution in maintenance of Industrial Relations, Labour Welfare & Productivity.

Industrial relations

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards successful working of the Company.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co- operation received from the Financial Institutions, Bankers, Insurance companies, the Government of Andhra Pradesh, Government of Orissa, the State utilities and Shareholders.

For and on behalf of the Board

P.Trivikrama Prasad

Managing Director

Hyderabad D.Ashok

May 29, 2010 Chairman

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