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Nava Bharat Ventures
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Download Annual Report PDF Format 2012 | 2011 | 2010
Directors Report Year End : Mar '12    « Mar 11
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
 
Source : Dion Global Solutions Limited
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