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
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