Nava Bharat Ventures Ltd Directors Report.

Dear Members,

Your directors are pleased to present the 49th annual report and the Companys audited financial statements (standalone and consolidated) for the financial year ended March 31, 2021.

Financial summary

The financial performance of the Company (standalone and consolidated) for the financial year ended March 31, 2021 is summarized below:

(Rs. in Lakhs)

Standalone Consolidated
Particulars For the year ended
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Total income for the year 1,06,721 1,13,221 2,79,752 2,88,092
Profit before finance charges, depreciation & tax 28,686 25,138 1,31,831 1,20,029
Less: Finance charges 1,362 2,052 34,815 31,877
Profit before depreciation and taxation 27,324 23,086 97,016 88,151
Less : Depreciation 3,220 3,188 29,978 28,865
Profit before exceptional items but after depreciation 24,104 19,898 67,039 59,287
Exceptional items, net 116 - 116 -
Profit before tax 24,221 19,898 67,155 59,287
Less : Current tax 8,643 6,913 15,312 9,715
- Deferred tax expense (261) (116) (3,602) (3,749)
Profit after tax from continued operations 15,838 13,101 55,446 53,321
Profit after tax from discontinued operations (378) (245) (378) (245)
Profit after tax for the year 15,460 12,856 55,068 53,075
Non-Controlling interest - - 12,744 13,530
Net profit attributable to shareholders of the Company 15,460 12,856 42,324 39,545
Appropriations
Dividend on equity share capital - 4,995 - 4,995
Corporate dividend tax - 1,027 - 1,027

The Company registered an improved standalone and consolidated EBITDA of 26.9% and 47.1% respectively for FY 2021 relative to 22.2% and 41.7% for the previous year. Considering the de-growth in the Indian economy due to Covid-19 and disruptions in production and logistics, the standalone financials reflect strong the Ferro Alloy operations of the Company to seize upon the spurt in demand from the dependent steel industry. The consolidated financials are marked by a dip in Indian power revenue, provision for expected credit loss and maintenance outages at the Zambian entity level, which impacted the Revenue and EBITDA, though partly offset by forex gains and higher interest income.

The Companys Ferro Alloy operations have been at their optimum level in both Telangana and Odisha plants. At the same time, the latter secured the long term conversion arrangement with TATA Group assuring itself of stability in the near term. The power business has benefitted by sustained captive consumption and relatively better value addition despite the severe weakness in the merchant power trade throughout FY 2020-21. The Company considers the exit from Sugar operations in the previous year to be timely with an improved return on overall capital employed and is taking necessary steps to divest the equipments in the Sugar division during the FY 2022.

The Companys foray into healthcare enabled services and commercial agriculture through overseas subsidiaries is set to obtain traction notwithstanding the severe impact on timelines owing to the COVID-19 pandemic.

Review of Operations

During the year under review, notwithstanding the disruption caused by the pandemic, your Companys performance significantly improved over the previous year.

Ferro Alloys

Manganese Alloy business has driven the revenue and profitability during FY 2020-21 aided by better cost management and sustained realisations. The market witnessed a progressively improved trend for manganese alloys, especially in exports, after the lockdown in April and May 2020. We are happy that the positive trend continued in the current financial year reflecting a higher degree of sustainability, ably supported by firmingup demand in the dependent steel industry. The Companys long term procurement plan for a significant volume of ore and its policy of index-based export contracts as well as firm supply contracts in the domestic market helped it overcome the volatility to a great extent. Chromium Alloy operations have received a fillip with the renewal of conversion arrangement with TATA Group up to March 2025. Despite the cost dynamics arising out of TATAs new mining concessions, the conversion arrangement ensures firm captive consumption and requisite value addition therefrom aside insulating the Company from the market vagaries associated with the sourcing of chromium ore, reductant and volatile finished The Company is, however, mindful of emerging opportunities in the Ferro Alloy business and formulate appropriate business plans from time to time.

The Company produced 96,036 MT and sold 95,711

MT of manganese alloys during FY 2021 relative to 1,00,803 MT and 97,998 MT respectively in the previous year.

The Company converted 57,109 MT of HCFC for

Tata Steel Limited for the FY 2021, corresponding to 68,657 MT in the previous year.

Power

The power business operations and profitability were dictated by the captive consumption of power in the production of manganese and chromium alloys. The alternative market for merchant trade of power was impacted by sector weakness and was accentuated by the disruption in industrial and other power consumption due to the Covid-19 pandemic during most part of FY 2020-21. It is heartening to report that the Company has been able to persuade the local power utility in Odisha to synchronize the 60 MW IPP which has remained stranded for almost seven years, paving the way for its operations from the current financial year. Certain legal issues which were major impediments for operationalizing this IPP unit are in the process of resolution.

The Company generated 938.96 MU of power and after auxiliary consumption or transmission losses, consumed 648.23 MU of power in the production of Ferro Alloys and sold 174.24 MU of power to Discoms and through IEX for the financial year 2021 relative to 1,146.60 MU, 705.69 MU and 306.64 MU respectively in the previous year.

Sugar

Pursuant to the cessation of operations of Sugar Plant situated at Samalkot, East Godavari District, Andhra Pradesh in the previous year, the Company has initiated the sale of equipment in the Sugar Division comprising sugar plant and distillery which could go on during most of the FY 2021-22 as well. In parallel, the inventory overhang of sugar stocks should get addressed through regular sales. The Company is evaluating various options for monetizing the land area forming part of Sugar Division assets.

Dividend

Your Board of Directors are pleased to recommend dividend on the equity shares at the rate of 125% ( 2.50) per share of 2/- each for the FY 2020-21, after having considered various corporate actions, ongoing capex and debt repayments for the FY 2021-22, subject to shareholders approval at the ensuing annual general meeting (AGM). The aggregate dividend payout amounts to 3,627.64 Lakhs.

Buy-Back of Shares goods prices.

Pursuant to the decision of the Board of Directors on Buy-back of equity shares of the Company in the open market from members otherg1 than promoters and persons acting in concert with them, up to an amount of 15,000 Lakhs (maximum buyback size) in February 2021 in accordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 and the Companies Act, 2013, the Company commenced buyback of shares from the open market on March 3, 2021. As on the date of this report, the Company has bought back and extinguished 1,83,64,351 equity shares at an average price of 70.38 per equity share. The Company deployed a sum of 12,924 Lakhs (excluding buyback tax, securities transaction tax, brokerage and other expenses), representing about 86.16% of the maximum buyback size.

Selective Reduction of Share Capital

During the financial year 2019-20, your Board of directors 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 and the same was approved by the shareholders through a special resolution by postal ballot dated December 17, 2019, and was taken on record by the stock exchanges (BSE-designated stock exchange for this purpose and NSE). Thereafter, an application was filed with the Honble NCLT, Hyderabad Bench.

The Honble NCLT, Hyderabad Bench, on January 19, 2021 allowed the Scheme of Reduction of Capital of the Company and passed the Order after giving an opportunity of being heard on the Competent Authorities such as SEBI, Regional Director (SER) and ROC-Telangana. The scheme was taken on record and given effect by the Registrar of Companies, Hyderabad, Telangana on February 12, 2021. Consequent to the implementation of the aforesaid order, the paid-up equity share capital of the Company was reduced from 17,62,17,020 equity shares of 2/- each to 16,34,70,000 equity shares of 2/- each.

Reserves

No amounts were proposed to be transferred to Reserves for the year ended March 31, 2021.

Fixed Deposits

The Company has not accepted any deposits from the public, and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the 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 "Consolidated Financial Statements" as specified under the provisions of Section 133 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 included in the consolidated financial 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, 2021 in Form AOC-1 (Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) is enclosed as Annexure - 2 to this report.

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 35% is held by ZCCM Investments Holdings PLC., a Government of Zambia undertaking. MCL pursues twin businesses of coal and power sale in Zambia and holds a strategic financial and operational position in the consolidated financials of the Company. The Groups exposure to MCL is about 1,82,005 Lakhs (US$ 247.6 Million) as at March 31, 2021 and is represented by the Equity Share capital and Shareholder loans, including interest accrued thereon.

Power Generation

MCLs predominant business is the 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 coalfired power plant. MCL generated 1,896.10 MU of power and after auxiliary consumption and transmission losses, sold 1678.50 MU to ZESCO registering an availability of 77.7% and PLF of 72.1% for FY 2021 while the corresponding numbers in the previous year were 2,010.45 MU, 1,781.25 MU, 76.6% and 76.4% respectively. The Plant availability was impacted with the major maintenance schedule of one unit during Q4 of FY 2021 and which outage has continued in the current year as certain critical parts of the turbine needed replacement involving a long lead time.

Coal Mining Operations

The coal mining operations of MCL have contributed to the overall profitability exceptionally with an increased merchant coal sales and improved price realization. The Company made external sales of 3,75,412 MT of coal, up by 55.8% in FY 2021 compared to 2,41,016 MT in the previous year. As the Company has operationalized a new coal pit during FY 2021, the volume of coal sales should sustain at higher levels in the coming years.

Debt Payment Default & Restructuring

Members are aware, that MCL has contracted a long-term debt aggregating to 433,678 Lakhs (US$ 590.0 Million) to part-fund its Coal and Power project. This debt was obtained based on the project assets and its contractual arrangements for power sale to the local utility, the payment obligations of which are guaranteed by the Government of Zambia.

The debt, however, has no recourse to the shareholders / sponsors of MCL except for the limited purpose aggregation in the consolidated financials and therefore does not affect the Standalone operations of your Company in India.

MCL commenced repayment of the long-term debt and the current outstanding debt is about 303,501 Lakhs (US$412.9 Million) as at March 31, 2021. MCL has been facing payment shortfalls against its monthly power bills to ZESCO, the local power utility. As the outstanding receivables from ZESCO have accumulated to about 317,640 Lakhs (US$ 432.1 Million) as at March 31, 2021 on account of the cumulative payment shortfall, MCLs cash flows were severely impacted. As a consequence, MCL could not pay three half-yearly principal instalments of the debt and, so, breached the Financing Documents on several covenants and the Lenders have served Notices of Reservation of Rights against these Payment Defaults.

The Power Purchase arrangement postulates International Arbitration at London as dispute resolution process. Following the huge payment shortfall from ZESCO and, as there was no firm payment plans forthcoming, MCL and the Lenders instituted the International Arbitration against ZESCO at London and the proceedings are underway. In parallel, MCL has been engaging with ZESCO for a prospective tariff reduction so as to ensure full secured payment of its monthly bills and to provide for debt service as well as envisaged equity returns, subject to certain critical changes in the contracts with ZESCO and the Lenders.

MCL envisages that the Arbitration could help it pursue the historical outstanding receivables up to a point in time and prospective tariff help it avoid cash flow mismatches from thereon. MCL expects the outcome of both the pursuits during the later part of FY 2021-22.

Following the agreement on prospective tariff reduction and secured payment arrangement for monthly bills, MCL hopes to have the outstanding debt restructured and has been engaging with the Lenders accordingly. With this restructuring, the payment defaults against the loans should get addressed.

Legal case with ZCCM-IH

MCL has a subsisting litigation with ZCCM-IH, the Co-Sponsor and Shareholder for an amount of 7,350 Lakhs (US$ 10.0 Million). This amount was advanced by ZCCM-IH to MCL and is considered as a Shareholder Loan requiring compliance with subordination thereof to long term debt. However, ZCCM-IH has been disputing the said stand and instituted a legal case for recovery. The matter is sub-judice in a Zambian Court.

Nava Energy Pte. Limited, Singapore (NEPL) Nava Energy Pte. Limited, Singapore, the Wholly

Owned Subsidiary (WOS) 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. For MCL, O&M Operations form part of critical operational costs and so has been regular in payments of O&M Fee as per contract.

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

NEPL made a distribution of a final dividend of 758 Lakhs (US$1.0 Million) to the Company 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 sub-contractors in Zambia to carry out on-site works at the power plant. NEZL has etched a good name as the onsite service provider by engaging with the owner and subcontractors 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 adjustment could 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 commercial agri-ventures including processing thereof. 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 the Government for proper approach road and proper power connectivity to the site, critical needs to take up any kind of project activities.

Nava Holding Pte. Limited, Singapore (NHPL)

Nava Holding Pte. Limited, Singapore (NHPL) was incorporated in Singapore, to hold investments in emerging areas of growth including the healthcare enabled services being undertaken by the Group.

Healthcare Enabled Services in APAC Region TIASH Pte. Limited, Singapore (TPL)

Nava Holding Pte. Ltd. holds a 65% equity stake in Tiash Pte. Ltd. and the balance 35% is held by Mr. Timothy Robert Cushway, CEO 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 intravenous iron medicine in the APAC region, known for premium lifestyle healthcare. TIASH has made good marketing strides in Malaysia and Singapore where exclusive distribution rights exist for the worlds leading medicine in this space.

Owing to the disruption due to the Covid-19 pandemic revenue take off under these services has been delayed, but is catching up in the current year.

Indian Subsidiaries

Nava Bharat Energy India Limited (NBEIL)

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

As the power sector was reeling under severe slow down during the pandemic times, the 150 MW power plant of NBEIL was under shutdown through FY 2021 except for the last week of March 2021 due to unremunerative tariffs over the power exchanges. NBEIL received offtake compensation from the Utility pertaining to earlier contracts, thus mitigating the strain on the cash flow front. NBEIL extends back end and supervisory service to NEZL, Zambia under a contractual arrangement.

NBEIL also runs an Ash Products Plant for part utilization of bed Ash and fly Ash to produce premium quality bricks and pavers. Income from Ash Products Plant forms part of the other operating income of the Company. Recently the Company has added production of Manganese Bricks to the array of products under a conversion arrangement with the Company, being the holding Company of NBEIL. A second batching plant with a capex outlay of 800 Lakhs is under construction which will allow production of Ash products and Manganese Bricks simultaneously.

Nava Bharat Projects Limited (NBPL)

NBPL is a Wholly Owned Subsidiary of the

Company and is engaged in extending technical and commercial services to the group Companies. It plans to expand its foray of services outside the Group. Part of the service offering relates to back end critical technical and commercial support under the O&M contract that NEPL has with MCL. NBPL holds 74% of the Equity Share capital of NBEIL making it a step-down subsidiary to the Company. This shareholding is subject to an attachment by the Enforcement Directorate of the government of India following a CBI case against an associate company called Navabharat Power Private Limited (NPPL) as detailed below. The Central Bureau of Investigation (CBI) and the Enforcement Directorate (ED), of GOI, instituted cases making allegations of misrepresentation pertaining to the allotment of coal block to NPPL. The cases were instituted in 2013 against the erstwhile Directors of NPPL, one of them being the Managing Director of the Company and against NBPL. Based on the non-involvement of the Companys MD in the alleged offences, it is felt that a favorable should ensue in due course.

While the CBI case is proceeding, ED had attached the NBPLs shareholding in NBEIL and further sought transfer which was contested by NBPL and a stay was obtained.

Brahmani Infratech Private Limited (BIPL)

BIPL is a subsidiary of the Company with a 65.74% equity stake and has principal objects to pursue infrastructure and related projects. In this pursuit it had been allocated a 250 acres land by the erstwhile Andhra Pradesh Government to establish an IT SEZ and support infrastructure. BIPL entered into a Joint Development Agreement (JDA) with Mantri Group. The project had to be abandoned upon Mantri Group reneging on the JDA and a dispute has arisen between the two parties. BIPL had since surrendered the land to the Government and obtained most of the consideration paid.

The case involving Mantri Group went through protracted litigation through Arbitration at first and is before the Honble High Court of Telangana. BIPL is also facing a legal case alleging oppression by one of the shareholders and the matter is presently pending before NCLT, Hyderabad.

BIPL has invested in select properties in and around Hyderabad and is awaiting the disposal of the case before NCLT to engage in the stated objects.

Kinnera Power Company Pvt Ltd (KPCPL)

The Company is holding 26% of equity shares in KPCPL,which is continued as specified 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 favor 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

"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 has been enclosed as Annexure – 3 to this report.

Corporate Social Responsibility (CSR)

The annual report on CSR activities, in terms of outcome 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 – 4 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/.

Annual Return

In accordance with Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company shall be placed on the Website of the Company at https://www.nbventures.com/financials/.

Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 in Form 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 www.nbventures.com.

Particulars of Loans, Guarantees or Investments

The details of loans given, guarantees provided and investments made, if any, during the Financial Year ended on March 31, 2021 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) Regulations, 2015 ("the Listing Regulations") is enclosed as Annexure – 7.

Business Responsibility Report

The Business Responsibility Report (BRR) as stipulated under Regulation 34(2)(f) of the Listing Regulations is applicable to your Company for FY 2020-21 and is enclosed as a separate section to this Annual Report.

Corporate Governance

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

Disclosures Under Regulation 34(3) read with Schedule V of the Listing Regulations

(Rs. in Lakhs)

In the accounts of Particulars Amounts at the year ended 2020-21 Maximum amount of loans / advances / investments outstanding during the year 2020-21
1 Nava Bharat Ventures Limited (NBVL) (Holding Company) Loans given to: Nava Bharat Energy India Ltd. (Subsidiary of NBVL) 12,787.48 15,364.38
Nava Holding Pte. Ltd. Loans given to:
2 (NHPL) (Wholly owned subsidiary of NBVL) TIASH Pte. Ltd. 2,528.84 2,528.84
(Subsidiary of NHPL) (US$ 3,440,385) (US$ 3,440,385)
3 Nava Bharat Projects Limited (NBPL) Loans given to: Nava Bharat Energy India Ltd. Nil 5,000.00
(Wholly owned subsidiary of NBVL) (Subsidiary of both NBPL and NBVL)
Nava Bharat (Singapore) Pte. Ltd. (NBS) Loans given to: 65,983.47 65,983.47
4 (Wholly owned subsidiary of NBVL) Maamba Collieries Ltd. (Subsidiary of NBS) (US$ 89,767,687) (US$ 89,767,687)

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, Mrs. B. Shanti Sree and Mr. Balasubramaniam Srikanth.

Except for Mr. Balasubramaiam Srikanth, who was co-opted as an additional (non-executive and independent) director on June 17, 2021 and Mrs. B. Shanti Sree, who was appointed as an independent director by the shareholders at 48th

AGM held on September 2, 2020 all were appointed as independent directors by the shareholders at 47th AGM held on August 8, 2019.

Changes in Directors and Key Managerial Personnel (KMP):

During the year under review, Mr. CV Durga Prasad has been re-appointed as Director – Business Development with effect from April Board at its meeting held on February 8, 2021 subject to the shareholders approval in the ensuing AGM. Further, Mr. Balasubramaiam Srikanth has been co-opted as an additional (non-executive and independent) director on June 17, 2021 to hold the office up to the ensuing AGM. In the opinion of the Board, with regard to integrity, expertise and experience, Mr. Balasubramaiam Srikanth fulfils all the criteria and other conditions for appointing him 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 the Nomination and Remuneration Committee, considered and approved the appointment of Mr. Balasubramaiam Srikanth as an Independent director for a period of two (2) years w.e.f June 17, 2021, subject to the approval of shareholders in the ensuing AGM.

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 and Mr. C.V. Durga Prasad, Director Business Development.

Declarations of Independent Directors

All independent directors of the Company have given a declaration that they meet the criteria of independence as provided in sub-section (6) of section 149 of the Act. The Company also received a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Directors Retiring By Rotation

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

Number of Meetings of the Board

During the financialyear, five Board meetings were held on June 26, August 3, November 11, 2020; February 8 and February 26, 2021 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 2021 by the culture, execution and performance of specific duties, obligations and governance. Evaluation of the Board members is conducted on an annual basis by the Board, Nomination and Remuneration Committee and Independent Directors with a specific focus on the performance and effective functioning of the Board and individual directors.

The Nomination and Remuneration Committee had specified criteria for performance evaluation of 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, 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 fulfillment of 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 management, aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company. The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its operational locations.

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 management should possess adequate qualifications, expertise and experience for the position considered for appointment. The Nomination and Remuneration committee decides whether qualification, expertise and experience possessed by a person are sufficient for the concerned position.

The Committee ascertains the credentials and integrity of the person for appointment as director, KMP or senior management level and recommends to the Board his / her appointment.

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

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

The criteria of independence are as prescribed in the Act and the listing regulations. 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 five committees: The Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.

The composition of the committees in compliance with the applicable provisions of the Act, Rules and Regulations are as given below.

Name of the Committee Composition of the Committee Remarks
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.
Audit Committee 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.
Nomination and Remuneration Committee Dr. D. Nageswara Rao, Chairman The Nomination and Remuneration Committee of the 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.
Mr. K. Durga Prasad, Member
Mr. A. Indra Kumar, Member
Mr. D. Ashok, Chairman The Corporate Social Responsibility Commit- tee of the Board of Directors was constituted in conformity with the requirements of Section 135 of the Act.
Corporate Social Responsibility Committee Dr. D. Nageswara Rao, Member
Mr. K. Durga Prasad, Member The Committee monitored the implementation of the CSR Policy from time to time.
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
Stakeholders Relationship Committee Mr. P. Trivikrama Prasad, Member
Mr. GP Kundargi, Member Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
Risk Management Committee is not applicable to the Company for FY 2020-21.
Risk Management Mr. Ashwin Devineni, Chairman However, as per the amended Listing Regulations, it is applicable to the Company for FY 2021-22. The Risk Management Committee of the Board of Directors was constituted by the Board at its meeting held on June 17, 2021 in conformity with the requirements of Regulation 21 of the Listing Regulations with its role as stipulated in the Act and the Listing Regulations.
Committee Mr. GRK Prasad, Member
Mrs. B. Shanti Sree, Member

A detailed note on the Board and its Committees is provided in the report on 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

The Board at its meeting held on August 8, 2019 inter-alia approved the selective reduction of paid-up equity share capital of the Company by cancellation and extinguishment of the total shares held by NavaBharat Ventures Employee Welfare Trust (NBVEWT) 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 subsequently, the Honorable NCLT, Hyderabad Bench, on January 19, 2021 allowed the Scheme of Reduction of Capital of the C mpany and passed the Order after giving an opportunity of being heard on the Competent Authorities such as SEBI, Regional Director (SER) and the scheme was taken on record and given effect by the Registrar of Companies, Hyderabad, Telangana on February 12, 2021.

Thereafter, the Company filed successfully the required corporate action forms with the

Depositories to extinguish / cancel the shares held by Nava Bharat Ventures Employee Welfare Trust through its Trustee - Barclays Wealth Trustees India Pvt. Ltd and completed the extinguishment / cancellation of the above said shares, post which the shares held by NBVEWT were reduced to Zero.

Employees Stock Option Scheme

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

Directors Responsibility Statement that: Directors confirm

(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; sufficient

(c) they took proper and care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Statutory Auditors & Auditors Report

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration Number: 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 the financial year ended March 31, 2021 does not contain any reservation, qualification or adverse remarks and their report together with notes to financial statements are self-explanatory and hence do not call for any further comments under Section 134 of the 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 the Financial Year 2020-21 on the recommendations of the Audit Committee. The same was ratified by the Members at the 48th AGM held on September 2, 2020.

The Cost Audit reports for FY 2019-20 were filed Ministry of Corporate Affairs on December 8, 2020.

Further, the Board of Directors based on the recommendations of the Audit Committee, appointed

M/s. Narasimha Murthy & Co., Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for Steel (Ferro Alloys) and

Electricity for the FY 2021-22, 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 an internal audit of cost records for the Financial Year 2020-21.

The Board appointed M/s. Sagar & Associates, as Internal Auditors for the conduct of the internal audit of cost records for the Financial Year 2021-22.

Maintenance of Cost Records

During the year under review, Section 148(1) of the Act is applicable to your Company and accordingly such accounts and records are made and maintained by the Company as specified.

Secretarial Audit

During the year under review, the Company has complied with the provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations. The Secretarial Audit Report for the financial year ended March 31, 2021 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. P.S. Rao & Associates, Practicing Company Secretaries to conduct secretarial audit pursuant to the recommendations of the Audit Committee for the FY 2021-22.

The Secretarial Audit report of Nava Bharat Energy India Limited (NBEIL), a material subsidiary of the Company, is also available on the Companys website at https://www.nbventures.com/financials/.

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, 2021 to the date of signing of the Directors Report.

Material Orders Passed by the Regulators

No significant and material orders were passed by the Regulators or courts or tribunals impacting the going concern status and 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 with

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

The Internal Audit Department monitors and evaluates the efficacy and adequacy of the 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 the 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 has 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 32,97,280/- relating to FY 2012-13, which remained unclaimed for a period of 7 years was transferred by the Company in September 2020 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) up to and including the financial year 2012-13 were transferred by the Company in the name of IEPF from time to time and the statement containing such details as prescribed is placed on Companys website at www.nbventures.com.

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 whistleblower 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 a periodical basis.

Dividend Distribution Policy

The Dividend Distribution policy as stipulated under Regulation 43A of the Listing Regulations is applicable to your Company for FY 2020-21 and is enclosed as Annexure -11 to the annual report and is also placed on the Companys website under the web link: https://www.nbventures.com/policies-code-of-conduct/.

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 Corona Warrior" International award from the Viswa Guru World Records in recognition of the work that was done by the Company during the Pandemic in FY 2020-21.

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 the 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 cooperation 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 17, 2021 DIN : 00006903