Nava Bharat Ventures Ltd Directors Report.

Dear Members,

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

Financial Summary

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

(Rs in Lakhs)
Standalone Consolidated
Particulars For the year ended
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Total income for the year 1,13,221 1,29,137 2,88,092 3,03,536
Profit before finance charges, depreciation & tax 25,138 30,724 1,20,029 1,39,336
Less: Finance charges 2,052 2,006 31,877 36,209
Profit before depreciation and taxation 23,086 28,718 88,151 1,03,127
Less: Depreciation 3,188 3,172 28,865 27,628
Profit for the year after depreciation 19,898 25,546 59,287 75,499
Less: Current tax 6,913 8,689 9,715 10,748
- Deferred tax expense (116) 447 (3,749) 31,058
Profit after tax from continued operations 13,101 16,410 53,321 33,693
Profit after tax from discontinued operations (245) 209 (245) 209
Profit after tax for the year 12,856 16,619 53,075 33,902
Non-Controlling interest - - 13,530 6,283
Net profit attributable to shareholders of the Company 12,856 16,619 39,545 27,619
Appropriations
Dividend on equity share capital 4,995 2,529 4,995 2,529
Corporate dividend tax 1,027 520 1,027 520

The EBIDTA of 22.2% and 41.7% at standalone and consolidated level respectively for 2020 compare well with those of 23.8% and 45.9% for the previous year considering the distinct slow-down in the Indian economy, impacting the core sectors of steel and power, reduction of other income owing to corporate action at the Company level besides higher provision for expected credit loss and mark to market cost of interest rate hedges at the consolidated level. The consolidated financials took in to account higher deferred tax liability and lower tax provision related to Zambian operations, as restated following re-computation of tax loss adjustment during tax holiday period for power operations and so show markedly improved profit after tax. The pandemic of Covid-19 and consequent lockdown at the end of the financial year had limited affect for 2020. However, the current year operations at the Company level are significantly impacted by this disruptive development while the Zambian operations seem insulated from this so far.

Economic and Business Review

Global economy is experiencing a significant slowdown with growth being 2.3% for 2019 reflecting yet one of the slowest paces of expansion since 2008. Growth is forecast to slowdown to 2.0% in 2020 before experiencing a modest pickup in 2021, amid a global pandemic and an uncertain economic and geopolitical environment. According to the International Monetary Fund (IMF), the global economy is expected to shrink by over 3 per cent in 2020 the steepest slowdown since the Great Depression of the 1930s.

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

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

Review of Operations

The Companys quantitative performance can be considered fairly satisfactory and comparable to the previous financial years in the backdrop of severe economic and challenging situations.

Ferro Alloys

The Manganese alloy business for FY 2020 was par considering a few unforeseen furnace outages and notwithstanding the volatility in both input costs and realizations for most of the year owing to their positive trajectory in Q4. The dependent primary steel industry also was quite subdued on account of economic slowdown during most of the year. As Steel producers ramped up their production during Q4, demand for Ferro alloys also improved. The fall out of Covid-19 pandemic and consequent cessation of operations towards the fag end of the year limited the positive turnaround for the year while the outbreak exacerbated the negative factors having a lasting affect on the current year operations too owing to weakening steel sector performance. The Conversion Arrangement with Tata Steel Limited though displaying an erratic low margin play, aided the Company to optimize the production in Odisha works. This helped it post a better volume and higher recovery of fixed costs of the Unit over the previous year. The mining lease of Tata Steel Limited(TSL)over chromite concern. flowor ended by March 2020 by when TSL was able to to sustain the conversion move arrangement through the current year as well. TSL has extended the scheme for one more year up to March 2021 and expects to sustain the prevailing arrangement till December 2020. It is heartening that TSL through its subsidiary Tata Steel Mining Limited (TSML) has been successful in securing three mining concessions in the recent auctions, conducted by the Government. The new mining concessions have a direct bearing on the cost of chrome ore and so, TSML plans to have a modified conversion arrangement with the Company effective from January 2021. This is a welcome development for, the Company could look forward to a fairly long term play with TSML though fraught with stiffer conditions associated with the costs of new mining concessions and relative prices of High Carbon Ferro Chrome (HCFC).

The Company produced and sold 1,00,803 MT and 97,998 MT of manganese alloys during FY 2020 relative to 1,05,032 MT and 1,05,611 MT respectively in the previous year.

The Company converted 68,657 MT of HCFC for TSL for the FY 2020 corresponding to 61,567 MT in the previous year.

Power

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

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

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

The Company generated 1,146.60 MU of power and after auxiliary consumption or transmission losses, consumed 705.69 MU of power in the production of ferro alloys and sold 306.64 MU of power to Discoms and through IEX for the financial year 2020 relative to 1,219.03 MU, 687.50 MU and 397.90 MU respectively in the previous year.

Sugar

The performance of the Sugar Division for the year ending March 31, 2020 was marked by lower crushing relative to the previous year and was further accentuated by the slow movement of sugar sales resulting in accretion of inventory of sugar. The distillery operations for ethanol especially from the B-heavy molasses salvaged the situation while slow movement of inventory remains a cash Considering the progressively unviable operations on account of non-availability of sugar cane year after year, decided to discontinue the operations of Companys sugar division located at Samalkot, Andhra Pradesh, after completion of the on-going crushing season and residual distillery operations thereafter. Accordingly, the Company has since pursued and achieved a smooth cessation of Sugar operations and accounted the performance of the division including the severance compensation as discontinued operations in the financial statements for the year ended March 31, 2020. The Company is evaluating options to sell all its underlying fixed assets including land appurtenant thereto, of the Sugar division.

Dividend

Your Board of directors at their meeting held on March 2, 2020 considered interim dividend for the FY 2019-20 on the equity shares at the rate of 75% (1.50/-) per share of 2/- each. The aggregate dividend payout amounted to 3,007 lakhs, including corporate dividend tax of 513 lakhs. The Board reviewed the performance of the Company and after considering volatility likely in the current financial year following the pandemic outbreak, decided to confirm the interim dividend paid in March 2020 as the final dividend for FY 2019-20.

Buy-back of Shares

Pursuant to decision of the Board of Directors to Buy-back equity shares of the Company in open market from members other than promoters and persons acting in concert with them, up to an amount of 25 Crs in May 2019 in accordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 and the Companies Act, 2013, the Company successfully closed the scheme in early August 2019. The Company bought back 23,58,462 (1.32% of pre-buyback paid up equity share capital of the Company) equity shares at an average price of 95.22 per equity share. The Company deployed a sum of 22,45,66,455/- (excluding securities transaction tax and brokerage expenses) which represented about 90% of the maximum buyback size.

Selective Reduction of Share Capital

During the year under review, your Board of Directors also, approved a Scheme of Selective Reduction of share capital (the Scheme), to extinguish / cancel 99,47,020 and 28,00,000 equity shares of the Company held by Nav Energy Private Limited and Nava Bharat Ventures Employees Welfare Trust, respectively, as detailed in the Scheme which is posted on the Companys website. The Scheme was approved by the shareholders through a special resolution vide postal ballot dated December 18, 2019, and was taken on record by the stock exchanges (BSE designated stock exchange for this purpose and NSE). Currently, the Company is awaiting sanction of the Scheme by National Company Law Tribunal (NCLT), Hyderabad. The approval of the NCLT has been delayed on account of outbreak of the Covid-19 virus and consequent lockdown / slowdown. Upon sanction of the Scheme by NCLT, the paid up share capital of the Company stands reduced from 17,62,17,020 equity shares of 2/- each aggregating to 3,524.34 lakhs to 16,34,70,000 equity shares of 2/- each aggregating to 3,269.40 lakhs.

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

Subsidiary Companies

The Company has direct and step down subsidiaries in

India and overseas. Consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS 110 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Companies Act, 2013 ("the Act"). As per the provisions of Section 136 of the Act, separate audited financial statements of subsidiaries are placed by the Company on its website at www.nbventures.com and a report on the performance and financial position of each of the subsidiaries included in the consolidated financialstatement 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 for the year ended March 31, 2020 in Form AOC-1 (Pursuant to first to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) is attached to the Notes to Accounts to Financial Statements.

The following are the material subsidiaries of the Company:

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

Nava Bharat (Singapore) Pte. Limited (NBS)

NBS, a wholly owned subsidiary of the Company, is the investment arm and holding company of the overseas strategic investments in coal mining 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., a Government of Zambia undertaking and others. MCL pursues twin businesses of coal and power sale in Zambia and holds strategic financial and operational position in the consolidated financials of the Company. The Group exposure to MCL is about US$ 240 Million as at March 31, 2020 and is represented by the equity share capital and Shareholder loans including interest accrued thereon, from NBS.

Power Generation

MCLs predominant business is sale of power to the local power Utility, ZESCO, under a long term PPA on "take or Pay" based on the availability of the 300 MW integrated coal fired power plant. MCL generated 2,010.45 MU of power and after auxiliary consumption and transmission losses, sold 1,781.25 MU to ZESCO registering an availability of 76.6% and PLF of 76.4% for FY 2020 while the corresponding numbers in the previous year were 1,959.20 MU, 1,731.80 MU, 86.9% and 74.5% respectively.

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

Coal Mining Operations

The coal mining operations of MCL have decently contributed to the overall profitability riding on better average price realization on external sales of coal and spurt in volume with a steady throughput of blended coal to the 300 MW power station. The Company made external sales of 2,41,016 MT in FY 2020 compared to 2,33,755 MT in the previous year.

Cash Flow Concerns at MCL

Members are aware, that MCL has been facing a severe cash flow concern arising out of payment defaults of ZESCO against the power purchase from MCL. Though ZESCO has been paying about 40% of the monthly bills of MCL that just about addresses the direct costs associated with coal mining and power generation. Thus the fixed costs associated with the capital employed of about US$ 900 Million in the integrated coal and power project remain uncovered. Occasional funding supports from the Government of Zambia being the Sovereign Guarantor against ZESCOs payment obligations to MCL, used to help it meet the half yearly debt service obligations of the International Lenders of the Project. While MCL could discharge six of the 20 repayment installments of loan thus over the last three and half years and brought down the long term debt from US$ 590 Million to US$413 Million, the funding support from the Government has been diminishing owing to its fiscal imbalance. The efforts of the Government and ZESCO to rationalize the end use tariffs across various categories got substantially delayed over the last three years. The financial not improved even after the recent tariff revision from January 2020 owing to currency depreciation and lack of full generation from hydropower plants due to drought, both impacting its revenue profile. We expect that ZESCO would take considerable time to streamline its cash flow in such a way that monthly bills of MCL are paid in full and on time.

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

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

MCL has also engaged with the Lenders to allow it to lead the dispute resolution to obtain an acceptable solution to usher in long term cash flow certainty to MCL. Depending on how the tariff reduction pans out, MCL has also sounded the Lenders to consider restructuring of the balance debt to be in line with the projected cash flows, following such an adjustment in the tariff. Lenders seem inclined to endorse the proposal initiated by MCL and their formal concurrence is awaited. MCL therefore envisages that the cash flow concerns will therefore be addressed in the current year paving way for distribution of returns on capital employed in the Project.

Audit matters and restatement of financials of MCL

Following the payment Default to the lenders and their serving the Notice of Reservation of Rights, the statutory auditors of MCL had opined that all the long term loans became current as demand loans under the loan Agreement and proposed to reclassify the loan portfolio of MCL. To this MCL Management did not agree resulting in a qualified opinion on the accounts of MCL for the FY 2020. It is however pertinent that neither the statutory auditors of NBS being the intermediate holding company nor the statutory auditors of the Company felt that such a reclassification as at March warranted going by the demonstrated behavior of the Lenders and the processes provided for in the Financing Documents against such Payment Defaults. Accordingly the Consolidated Financials of the Company have not been qualified. position of ZESCO has reportedly A restatement of financials of MCL was also mooted by its statutory auditors in respect of treatment of insurance premium associated with ECA Tranche of the

Term Loans and in ascertaining the Deferred Tax Liability provision by adopting adjustment of tax losses of MCL during the early phase of power tax holiday period. MCL agreed with the restatement as being warranted by interpretation of relevant accounting standards under IFRS. cascaded Accordingly the Consolidated financials of your Company as at March 31, 2020 took in to account the consequential changes both in reported numbers as well as the corresponding previous period numbers.

Legal case with ZCCM-IH

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

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

An interim petition of ZCCM-IH for summary judgement has also been similarly defended by MCL and the judgement of the Honble Court is awaited.

MCL has also engaged with the Lenders to allow it to lead the dispute resolution to obtain an acceptable solution to usher in long term cash flow certainty to MCL. Depending on how the tariff reduction pans out, MCL has also sounded the Lenders to consider restructuring of the balance debt to be in line with the projected cash flows, following such an adjustment in the tariff. Lenders seem inclined to endorse the proposal initiated by MCL and their formal concurrence is awaited. MCL therefore envisages that the cash flow concerns will therefore be addressed in the current year paving way for distribution of returns on capital employed in the Project.

Audit matters and restatement of financials of MCL

Following the payment Default to the lenders and their serving the Notice of Reservation of Rights, the statutory auditors of MCL had opined that all the long term loans became current as demand loans under the loan Agreement and proposed to reclassify the loan portfolio of MCL. To this MCL Management did not agree resulting in a qualified opinion on the accounts of MCL for the FY 2020. It is however pertinent that neither the statutory auditors of NBS being the intermediate holding company nor the statutory auditors of the Company felt that such a reclassification as at March warranted going by the demonstrated behavior of the Lenders and the processes provided for in the Financing Documents against such Payment Defaults. Accordingly the Consolidated Financials of the Company have not been qualified. position of ZESCO has reportedly A restatement of financials of MCL was also mooted by its statutory auditors in respect of treatment of insurance premium associated with ECA Tranche of the Term Loans and in ascertaining the Deferred Tax Liability provision by adopting adjustment of tax losses of MCL during the early phase of power tax holiday period. MCL agreed with the restatement as being warranted by interpretation of relevant accounting standards under IFRS. cascaded Accordingly the Consolidated financials of your Company as at March 31, 2020 took in to account the consequential changes both in reported numbers as well as the corresponding previous period numbers.

Legal case with ZCCM-IH

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

Nava Energy Pte. Limited, Singapore (NEPL)

Nava Energy Pte. Limited, Singapore, the wholly owned subsidiary of the Company continues to render quality O&M services to MCL for its 300 MW power Plant in Zambia. The O&M operations leveraged upon the technical support extended by the Company and its Indian subsidiaries to ensure trouble free operations in Zambia. There have been unforeseen outages of the power units requiring extensive exchange of technical data amongst the O&M Operator, its technical support providers onsite and off-site as well as the OEMs to see that the power units resume operations and remain available during the severe power crisis in Zambia. Though MCL as the owner has been facing the cash flow issues with payment defaults of ZESCO, O&M operations have been well sustained despite certain cost escalations. MCL has since agreed the cost escalations effective from January 2020 after due approval of the Lenders and other stakeholders.

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

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

Nava Energy Zambia Limited, Zambia (NEZL)

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

Nava Agro Pte. Limited, Singapore (NAPL):

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

Kawambwa Sugar Limited, Zambia (KSL)

Kawambwa Sugar Limited (formerly Kariba Sugar Limited) (KSL) is a Zambian company (step-down-subsidiary) which has been allocated 10,000 ha of land by the Government of Zambia to pursue Sugar business initially. NAPL holds 100% shareholding of KSL. KSL has set up the site infrastructure comprising pilot plantation site, internal roads, site office and staff residences etc. It has been pursuing with Government for proper approach road and proper power connectivity to the site, critical needs to take up any kind of project activities. These are expected to materialize by end of FY 2020-21. As such, KSL was constrained to halt further site activities including the sugar plantation works to minimize wastage of cane. KSL commissioned a market study on Sugar, Ethanol etc., in Zambia and DR of Congo and will formulate appropriate project strategy according to the demand deficit of products in due course.

Nava Holding Pte. Limited (NHPL)

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

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

Nava Holding Pte. Ltd. holds 65% equity stake in Tiash Pte. Ltd. and balance 35% is held by Mr. Timothy Robert Cushway, CEO and original founder as Sweat Equity. The healthcare enabled services under TIASH, and its operating subsidiaries in Singapore and Malaysia entail low capital outlay, principally for marketing, distribution and administration of the IV Iron medicine in APAC region, known for premium lifestyle healthcare. TIASH has made good marketing strides in Malaysia where exclusive distribution rights exist for the worlds leading medicine in this space and being positioned similarly like Pfizer in Canada and Lupin in India. TIASH also received permission for exclusive distribution of IV Iron medicine in Singapore which will be launched for sales in a month. During the short time of its existence, TIASH has obtained good traction and is being sounded of other innovations for marketing in APAC region by reputed manufacturers.

Indian Subsidiaries

Nava Bharat Energy India Limited (NBEIL)

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

The operating performance of the 150 MW Power unit of Nava Bharat Energy India Limited widely fluctuated in accordance with the off-take by Discoms which was quite erratic and as there was no alternative viable power market. The performance was distinctly better in the last quarter prior to the lockdown at the end of March 2020. The power unit has been using a mix of different grades of coal to contain the variable cost as it does not have a coal linkage. As such it requires committed power off-takes to sustain even marginally viable operations. Given the sector weakness, for merchant power sale, other avenues are being explored to bring about this sustainability in the current year. As per the power sale agreements, NBEIL is entitled to get compensation from TS DISCOMS for non-drawl of power. However such compensation has not been recognized as revenue in the books of account and will be accounted on acknowledgement by customer in accordance with Companys accounting policy.

The Company also runs an Ash Products Plant for part utilization of bed Ash and fly Ash to produce quality bricks and pavers. Income from Ash Products Plant will supplement the other operating income of the company in due course. Recently the Company has added production of Manganese Bricks to the array of products under an Arrangement with the Company, being the ultimate holding company of NBEIL.

Nava Bharat Projects Limited (NBPL)

NBPL was providing services to Group Company, NAVA ENERGY PTE. LIMITED, Singapore, in relation to Project Management and technical support services under O&M contract for 300 MW power plant of Maamba Collieries Limited at Maamba, Zambia, since 2018.

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

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

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

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

3. ED Provisional Attachment Order dated July 22, 2014 to the extent of 1,386 Mn. on the 73,99,99,994 equity shares of 2/- each of face value of Nava Bharat Energy India Limited (NBEIL), held by Nava Bharat Projects Limited (NBPL) was confirmed by the Adjudicating Authority under Prevention of Money Laundering Act, 2002 vide Order dated May 20, 2015. Consequently, ED requested to transfer the aforesaid shares vide letter dated July

9, 2015. The Company against the said letter dated July 9, 2015 ofEDandconfirmationOrder of the Adjudicating Authority, filed appeal before Appellate Tribunal for 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, and continues during the pendency of the Appeal. The matter was posted to August 17, 2020 and will be heard along with applications filed by NBPL & NBEIL seeking provision of alternate security worth of 138.59 crores and release of attachment on the equity shares of NBEIL held by NBPL.

Brahmani Infratech Private Limited (BIPL)

BIPL is a subsidiary of the Company with 65.74% equity stake. 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 with Mantri Group, its Co-developer and Technical Associate for SEZ. Following an unsatisfactory outcome of the Arbitration, the matter has since been adjudicated by a local court which also is devoid of merits concerning development of real estate and so is not considered fair by BIPL. Accordingly an appeal was filed before the Honble High Court of Telangana against the orders of the lower court and the Honble High Court passed an interim Order dated September 3, 2019 directing the Company to pay 10 crores to Mantri Technology Parks Private Limited (MTPPL) and MTPPL shall secure this payment by furnishing Bank guarantee to the Company.

The Company complied with the above interim Order and it was directed to be listed for final hearing. Pending the outcome of the Appeal, the matter is being reflected as a contingent liability.

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

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

KPCPL is an associate of the Company with 26% equity stake which is continued as specified by National Highway Authority 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 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 the"Management Discussion and Analysis" contains a section on the Companys 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 Act 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)

The annual report on CSR activities, in terms of Section 135 of the Act, and the details about the policy developed and implemented by the company on CSR initiatives taken during the year are enclosed as Annexure - 3 to this report. A detailed policy on CSR is placed on the Companys website under the web link: https://www. nbventures.com/policies-code-of-conduct/

Extract of Annual Return

In accordance with Section 134(3)(a) of the Act, an extract of 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 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 at https://www.nbventures.com/policies-code-of-conduct/

Particulars of Loans, Guarantees or Investments

The details of loans given, guarantees provided and investments made during the financial March 31, 2020 are enclosed in Annexure - 6 to this Report in compliance with the provisions of Section 186 of the Act 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 Act 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 ("the Listing Regulations") is enclosed as Annexure - 7.

Business Responsibility Report

As per the market capitalization as on March 31, 2020, your Company forms part of top 1,000 Listed Companies (i.e., positioned at 617). Hence, the

Business Responsibility Report (BRR) as stipulated under Regulation 34(2)(f) of the Listing Regulations is applicable to your Company for FY 2019-20 and is enclosed as separate section to this Annual Report.

Corporate Governance Report year ended on

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

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

(Rs in Lakhs)
Sl. In the accounts of No Particulars Amounts at the year ended 2019-20 Maximum amount of loans / advances / investments outstanding during the year 2019-20
1 Nava Bharat Ventures Limited (NBVL) (Holding Company) Loans given to: Nava Bharat Energy India Ltd (Subsidiary of NBVL) 15,364.38 15,422.50
2 Nava Holding Pte Ltd (NHPL) (Wholly owned subsidiary of NBVL) Nava Bharat Projects Limited (NBPL) Loans given to: TIASH Pte Ltd (Subsidiary of NHPL) Loans given to: Nava Bharat Energy India Ltd 2,100.61 (US$ 2,786,405) 2,100.61 (US$ 2,786,405)
3 (Wholly owned subsidiary of NBVL) (Subsidiary of both NBPL and NBVL) 5,000.00 5,000.00

Directors

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

Independent and Non-executive Directors

As prescribed under SEBI (LODR) Regulations, 2015 and as per Section 149(6) of the Companies Act, 2013, the particulars of Non-Executive and Independent Directors are as under: Dr. D Nageswara Rao, Mr. K Durga Prasad, Mr. GP Kundargi, Mr. A Indra Kumar and CA B. Shanti Sree.

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

Changes in Directors and Key Managerial Personnel (KMP):

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

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

Wholetime Directors

The following are the whole-time directors of the Company. Mr. D Ashok, Chairman, Mr. P Trivikrama Prasad, Managing Director, Mr Ashwin Devineni, Chief Executive Officer, Mr. GRK Prasad, Executive Director and Mr. CV Durga Prasad, Director Business Development.

Declarations of Independent Directors

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

Directors Retiring by Rotation

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

Number of Meetings of the Board

During the financial were held on May 4, 2019; May 29, 2019; August 08, 2019; October 30, 2019; January 29, 2020 and March 02, 2020 in compliance with provisions of the Companies Act, 2013, the listing regulations and secretarial standards.

Performance Evaluation of the Board

Pursuant to the provisions of the Act and the listing regulations, the Board has carried out annual performance evaluation of its own, the individual directors as well as the Board committees (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 Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specificduties, obligations and governance. Evaluation of the Board members is conducted on an annual basis by the Board,

Nomination and Remuneration committee and Independent Directors with specific focus on the performance and effective functioning of the Board and individual directors.

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

Performance indicators for evaluation of Independent directors:

Independent directors have three key roles governance, (CEO)of 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 fulfillmentof a Directors the obligations and fiduciary responsibilities.

Attendance: The performance evaluation of Independent or non-executive directors 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.

Policy on Directors Appointment, Remuneration & Other details

The Company adopted a policy relating to the remuneration. This Policy covers the remuneration and other terms of employment for the Companys

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 year,sixmeetingsof thedirectors 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, 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 Companys website under the web link: https://www.nbventures. com/policies-code-of-conduct/

Policy for Selection of Directors and Determining Directors Independence

The Nomination and Remuneration committee identifies persons who 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 for 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 qualific management should possess adequate expertise and experience for the position considered for appointment. The Nomination and Remuneration committee decides whether qualification, 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 as prescribed in the

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

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. and

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

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

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

Particulars of Employees

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

Names of the top ten employees in terms of remuneration drawn and the name of every employee employed throughout the financial year and in receipt of remuneration of 1.02 cores or more, or employed for part of the year and in receipt of 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 AGM held on August 27, 2015. The scheme is in compliance of SEBI (Share Based Regulations, 2014, as applicable Employee Benefits) and presently, the Trust holds 28,00,000 shares (1.59% of the total paid up share capital) of the Company under category of non-promoter and non-public as on March 31, 2020. The Trustee shall abstain from voting in general meetings with respect to the Companys shares held by the Trust. The Board at its meeting held on August 8, 2019 inter-alia approved selective reduction of paid up equity share capital of the Company by cancellation and extinguishment of the total shares held by Nava Bharat Ventures Employee Welfare Trust through its Trustee- Barclays Wealth Trustees India Pvt. Ltd. along with the outstanding loan owed by the trust to the Company, subject to the requisite sanctions from shareholders and others. Further, the Company accorded the approval of the members through special resolution for the same vide postal ballot dated December 18, 2019 and then filed an application to NCLT, the scheme of Reduction of Share Capital of the Company. Upon receipt of approval/confirmationfrom NCLT, the shares held by the Trust will be extinguished.

Employees Stock Option Scheme

There is no employees stock option scheme being implemented by the Company.

Directors Responsibility Statement that: Directorsconfirm (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) sufficient carethey fortookthe proper and 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

Statutory Auditors & Auditors Report

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

5 years i.e., till the conclusion of 50th AGM to be held in the FY 2022-23 by the members of the Company at their meeting held on August 9, 2017. The Auditors Report on the financial statements of the company for financial year ended March 31, 2020 does not contain qualification or adverse any reservation, 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 Act.

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 FY 2019-20 on the recommendations of the Audit committee. The same was ratified by the Members at the 47th AGM held on August 8, 2019.

The Cost Audit reports for FY 2018-19 were filed with Ministry of Corporate Affairs on September 4, 2019. Further, the Board of directors based on the recommendations of the audit committee, appointed forapproving M/s. Narasimha Murthy & Co., Cost Accountants, as Cost Auditors for FY 2020-21 for conducting the audit of cost records of the Company for Electricity, Ferro alloys (Steel) and Sugar & Industrial Alcohol, 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 2019-20.

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

Maintenance of Cost Records

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

Secretarial Audit

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

The Secretarial Audit Report for the financial year ended March 31, 2020 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 has appointed M/s. PS Rao & Associates, Practicing Company Secretaries to conduct secretarial audit pursuant to the recommendations of the Audit committee for the FY 2020-21.

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, 2020 to the date of the signing of the Directors Report.

Material Orders passed by the Regulators by the No Regulators or courts or tribunals impacting the going concern status and companys 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 124 (5) of the Act (section 205A of the Companies Act 1956), an amount of 17,06,248/- relating to FY 2011-12, which remained unclaimed for a period of 7 years was transferred by the Company on September 19, 2019 to the Investor Education and Protection Fund.

Transfer of unclaimed Shares to Investor Education and Protection Fund Authority

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

Vigil Mechanism

The Company established a vigil mechanism for directors and employees to report genuine concerns pursuant to Section 177 of the Act. 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 at https://www.nbventures. com/policies-code-of-conduct/

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. The Covid-19 pandemic has triggered new risks in business operations. While the gravity of the pandemic is still unfolding, your Company pro-actively put in place crisis management, both at the Business as well as at the Corporate level.

Covid-19 Response: The Covid-19 pandemic and the consequent lockdown posed a formidable challenge to the Companys operations and the well-being of its employees. In recognition of the seriousness of the threat, the Company put in place stringent safety protocols at the beginning of the crisis and established teams tasked with ensuring that Companys employees and business associates, were permitted to operate in view of their essential nature, did so with all risk mitigation measures in place. Extensive communication and training on safety protocols at the workplace for employees, provision of protective equipment and the rapid adoption of working from home, where feasible, were undertaken.

Dividend Distribution Policy

The Dividend Distribution policy as stipulated under

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

Dividend Distribution Policy is placed on the Companys website under the weblink: https://www.nbventures. com/policies-code-of-conduct/ on voluntary basis.

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 2019-20:

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

Pradesh State from South Indian Sugarcane & Sugar Technologists Association (SISSTA) for the season 2018-19, at the 49th Annual Convention of SISSTA, held in Chennai.

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

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

4. "Energy Efficient Plant" for achieving Four Star Rating (****) under the category "Large Scale Companies", from CII (Eastern Region), at the 12th Energy Conservation (ENCON).

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

Green initiative in Corporate Governance by Honble 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 thereunder are as follows:

No of Complaints received Nil
No of Complaints disposed off NA

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

Compliance with Secretarial Standards on Board and Annual General Meetings

During the year under review, the Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance, patronage and co-operation received from the Financial Institutions, the Companys 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, Shareholders and employees and other stakeholders, during the year under review.

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