NAVA BHARAT VENTURES LIMITED 43rd Annual Report 2014-15 Contents
COMPANY OVERVIEW About Us 2 Business Operations 3 Awards and Recognitions 4 Three Decades of Excellence 5 Financial Performance 6 Report on Corporate Social Responsibility 7
STATUTORY REPORTS Directors’ Report 14 Management Discussion and Analysis 65 Report on Corporate Governance 73
FINANCIAL STATEMENTS Standalone Independent Auditor’s Report 98 Balance Sheet 104 Statement of Profit and Loss 105 Cash Flow Statement 106 Notes 108 Salient features of the Financial Statements of 141 Subsidiaries and Associate Companies U/S 129 (3) (Form AOC-1)
Consolidated Independent Auditor’s Report 143 Balance Sheet 150 Statement of Profit and Loss 151 Cash Flow Statement 152 Notes 154 Corporate Information
BOARD OF DIRECTORS
WHOLETIME DIRECTORS INDEPENDENT DIRECTORS SRI ASHOK DEVINENI, Chairman SRI K. BALARAMA REDDI SRI P. TRIVIKRAMA PRASAD, Managing Director Dr. E.R.C. SHEKAR SRI G.R.K. PRASAD, Executive Director Dr. M.V.G. RAO SRI C.V. DURGA PRASAD, Director (Business Development) Dr. D. NAGESWARA RAO Dr. C.V. MADHAVI CHIEF FINANCIAL OFFICER COMPANY SECRETARY SRI T. HARI BABU SRI M. SUBRAHMANYAM
BOARD COMMITTEES AUDIT COMMITTEE NOMINATION AND REMUNERATION COMMITTEE CORPORATE SOCIAL Sri K.Balarama Reddi, Chairman Sri K.Balarama Reddi, Chairman RESPONSIBILITY COMMITTEE Dr. M.V.G.Rao Dr. M.V.G.Rao Sri D.Ashok, Chairman Dr. D.Nageswara Rao Dr. D.Nageswara Rao Dr. D.Nageswara Rao Dr. C.V. Madhavi STAKEHOLDERS RELATIONSHIP COMMITTEE Sri K.Balarama Reddi, Chairman Sri P.Trivikrama Prasad
AUDITORS COST AUDITORS SECRETARIAL AUDITORS M/s. BRAHMAYYA & CO M/s. NARASIMHA MURTHY & CO M/s. P.S. RAO & ASSOCIATES Chartered Accountants, Hyderabad Cost Accountants, Hyderabad Company Secretaries, Hyderabad
BANKERS REGISTERED OFFICE REGISTRARS & SHARE TRANSFER STATE BANK OF INDIA 6-3-1109/1 AGENTS ANDHRA BANK ‘Nava Bharat Chambers’ M/s. KARVY COMPUTERSHARE PRIVATE LIMITED BANK OF INDIA Raj Bhavan Road Hyderabad – 500 082(TG), India Karvy Selenium Tower B STATE BANK OF HYDERABAD Plot 31-32, Gachibowli Financial UCO BANK District Nanakramguda STANDARD CHARTERED BANK Hyderabad – 500 032, Telangana, India
WORKS Ferro Alloy Plant (TG) FERRO ALLOY DIVISION Ferro Alloy Plant (Odisha) Paloncha – 507 154 Kharagprasad Village – 759 121 Khammam Dist. (TG) Dhenkanal Dist.(Odisha) POWER DIVISION Power Plant (TG) Power Plant (Odisha) Dharmavaram – 534 430 Paloncha – 507 154 Kharagprasad Village – 759 121 Prathipadu Mandal Khammam Dist. (TG) Dhenkanal Dist. (Odisha) East Godavari Dist. (A.P.)
SUGAR DIVISION MACHINE BUILDING DIVISION Samalkot – 533 440 Nacharam East Godavari Dist.(A.P.) Hyderabad – 500 076 (TG) About Us
Nava Bharat Ventures Limited, along with its subsidiaries, operates in different product-geography segments in the business verticals of power generation, ferro alloys, mining and agri-business.
The Company’s asset base is spread with a high degree of efficiency. This is over India, South East Asia and Africa. complemented by a dedicated team of The Company has a successful track human resources. The Company’s core record spanning four decades. During values comprise conservation of natural this period, it has acquired expertise resources, environment protection and in design, engineering, project community development, with a special management, as well as the operation focus on health, education and skill and maintenance of power, ferro alloy enhancement. and sugar and downstream plants,
VISION
We will be a diversified company We will ensure that our operations Minimising the impact on with operations in different benefit the local community and environment shall be a guiding geographies and adding best value the nation, while rewarding the principle in all our business to the available natural resources. stakeholders. endeavours.
2 43rd Annual Report 2014-15 About Us | Business Operations
Business Operations OVERVIEW COMPANY
DOMESTIC STATUTORY REPORTS POWER Fuel Capacity (MW) Location Coal 264 Paloncha, Telangana *158 Kharagprasad, Odisha Bagasse 20 Dharmavaram, Andhra Pradesh Total generating capacity 442 *64 MW Power Plant synchronized with grid; commercial operation yet to commence.
FERRO ALLOYS STATEMENTSFINANCIAL Product Capacity (TPA) Location Manganese Alloys 1,25,000 Paloncha, Telangana Chromium Alloys 75,000 Kharagprasad, Odisha Total installed capacity 2,00,000
SUGAR Products: White Crystal Sugar, Rectified Spirit and Ethanol Plant Capacity Location Sugar Plant 4,000 tcd Samalkot, Andhra Pradesh Distillery 20 klpd Samalkot, Andhra Pradesh Ethanol Plant 30 klpd Samalkot, Andhra Pradesh Co-gen Plant 9MW Samalkot, Andhra Pradesh
INTERNATIONAL
Power Mining Agri-business
INTERNATIONAL PROJECT SNAPSHOT Country Activity Status Zambia Mining and power generation Coal Mine revamped and commercial production of coal commenced. 2 x 150 MW Power Plant under construction. Tanzania Commercial agro based investments In development phase. Laos Development of hydro-electric power project Feasibility studies completed. Shareholders’ and Concession agreements executed. South Africa Exploring opportunities for coal and power Exploratory stage.
Nava Bharat Ventures Limited 3 Awards and Recognitions
The Company received the following awards and recognitions during 2014-15:
Silver Award for Best Distillery Certificate of Appreciation for 15th National Award in Andhra Pradesh for the Commendable Performance for for Excellence in Energy Season 2013-14 from The the Season 2013-14 from The Management 2014 as Excellent South Indian Sugarcane & Sugar South Indian Sugarcane & Sugar Energy Efficient Unit from Technologists’ Association (Sugar Technologists’ Association, Chennai Confederation of Indian Industry Division received this award) (Sugar Division received this award) (Sugar Division received this award)
15th National Award Regional Export Award as Star for Excellence in Energy Performer – Large Enterprise Management 2014 as Energy (Ferro Alloys) in recognition of Efficient Unit from Confederation outstanding contribution to of Indian Industry (Odisha Works Engineering Exports for 2012-13 received this award). from EEPCINDIA, Southern Region.
4 43rd Annual Report 2014-15 Awards and Recognitions | Three Decades of Excellence
Three Decades of Excellence OVERVIEW COMPANY
1975 1980 1989 Commenced production of ferro Diversified into production of Commenced commercial production silicon at Paloncha, A.P. sugar and downstream products at of manganese and chrome alloys STATUTORY REPORTS Samalkot, A.P.
1997 Diversified into power generation by catering to captive requirements and
selling surplus power STATEMENTSFINANCIAL
2004 2006 2010 Spread its global footprints through Company renamed as Nava Bharat Acquired a large coal mining Nava Bharat (Singapore) Pte. Limited Ventures Limited to reflect its multi- company (Maamba Collieries Limited) vertical business in Zambia
Nava Bharat Ventures Limited 5 Financial Performance
REVENUE EBIDTA PAT 12,039 3,588 44 11,860 66 2,383 3,030 218 11,547 2,917 36 57 1,931 32 51 1,808 2,172 205 1,425 35 23 10,438 193 193
11-12 12-13 13-14 14-15 11-12 12-13 13-14 14-15 11-12 12-13 13-14 14-15 ` Million USD Million ` Million USD Million ` Million USD Million
EPS (DILUTED) (`) NET WORTH DEBT EQUITY 25,347 26.69 0.05 0.05 24,489 23,051 21,161 21.46 21.63 0.04 15.96 0.03 424 416 409 406
11-12 12-13 13-14 14-15 11-12 12-13 13-14 14-15 11-12 12-13 13-14 14-15 ` Million USD Million
USD/INR-Exchange Rate 2011-12 2012-13 2013-14 2014-15 50.87 54.365 59.91 62.495
6 43rd Annual Report 2014-15 Financial Performance | Report on Corporate Social Responsibility
Report on Corporate Social Responsibility OVERVIEW COMPANY
PHILOSOPHY OF CSR AT NBVL The Company has implemented various CSR initiatives for the development of communities Nava Bharat Ventures Limited around its manufacturing facilities, as well as the society in general.
(NBVL) believes that corporate STATUTORY REPORTS The Company has made significant contributions social responsibility is an to improve healthcare facilities, provide quality education and create livelihoods during the year integral part of its long-term under review. business strategy. The Company CSR EXPENDITURE IN FY 2014-15 aims to achieve holistic social (` Lakhs) development to ensure Healthcare 187.63 Education 59.34 STATEMENTSFINANCIAL sustainable growth. Livelihoods 175.47 Others 42.74 Total 465.18 2.01% of Avg. net profit for past three years.
HEALTHCARE
NAVA BHARAT EYE CENTRE (NBEC) Eye Testing at Nava Bharat Eye Centre NBEC, established at Paloncha in Khammam district in association with L V Prasad Eye Institute, provides quality eye care to patients, irrespective of their financial status. During 2014-15, about 69% of eye surgeries were conducted free of charge and 42% of outpatients were treated free. The Company has provided further funds to upgrade facilities and to meet a part of the running expenses of NBEC.
Nava Bharat Ventures Limited 7 PRIMARY HEALTH CENTRE SPECIALISED MEDICAL CAMPS A Primary Health Centre (PHC) was opened last year at Nava Specialised medical camps were conducted in Charadagadia, Bharat Eye Centre to cater to the basic medical needs of the Sibapur and Kochilamada villages in Dhenkanal district of neighbouring marginalised sections. The Company extended Odisha for diagnosing diabetes and distributing medicines financial support to meet a part of the running expenditure of free of cost. A total of 110 villagers were examined and free this medical facility. medicines were distributed to 92 persons.
Primary Health Centre, Paloncha Diabetes Camp at Charadagadia
HEALTH CAMPAIGN PROVIDING SAFE DRINKING WATER The Company conducted a health campaign at Jagguthanda, The Company took the initiative to provide safe drinking Yerragunta, Gandhinagar, Sekharam Banjara and water to control water borne diseases and improve the Palakoyyathanda villages near Paloncha. This initiative health of villagers. It installed RO water plants at Dontamuru was taken to create awareness on primary health care and village, Gorinta village, Ganapathi Nagaram and near Santha preventive measures for various diseases. Spread over 123 Market Centre, Samalkot Town in East Godavari district visits, the campaign covered 9665 villagers. of Andhra Pradesh. Such water plants were also set up in Pusugudem, Nagaram, Singabhupalem, Koyyagudem, Distribution of Free Medicines at Jagguthanda Tekulapally, Sanjayanagar villages in Khammam district of Telangana State. This initiative ensured pure drinking water at affordable cost.
Safe Drinking Water Plant at Pusugudem village
An eye camp was organised at Kandrakota Village, Peddapuram Mandal, East Godavari Dist., near the Company’s Sugar Division. The camp provided intensive eye check-up to identify patients for cataract surgery, Yag Capsulotomy, probing under GA and distribution of spectacles. Additionally, the Company also supplies treated drinking water to Hussainpuram, Dharamvaram and other villages near the Sugar Division.
8 43rd Annual Report 2014-15 Report on Corporate Social Responsibility COMPANY OVERVIEW COMPANY PROMOTING SANITATION Push Carts at Paloncha The Company took proactive steps to improve health and cleanliness through proper sanitation. It constructed hygienic toilet blocks at Kothagudem court (public toilet) in Khammam district, Telangana and government schools at Kattamuru, Dharmavaram and Adi Andhrapeta (public toilet) in East Godavari district, Andhra Pradesh and Kharagprasad, Dhenkanal district, in Odisha.
The Company procured and supplied 70 push carts to STATUTORY REPORTS Municipal Corporation, Paloncha to improve sanitation. This has benefitted 80,000 people residing in Paloncha municipal limits. FINANCIAL STATEMENTSFINANCIAL EDUCATION
NAVA BHARAT HIGH SCHOOL FREE TUITIONS NBVL extended financial support to pay salaries of unaided The Company arranged free tuitions for the sixth consecutive teachers of Nava Bharat High School, Paloncha. This school year to inculcate the habit of studying and improve scholastic promotes education in vernacular medium. About 300 performance among children living below poverty line. Such students got educated in this school. tuitions were provided to children studying in 16 government schools around Paloncha. During 2014-15, the number of beneficiaries increased from the previous year’s 530 to 800. MOBILE SCIENCE LABORATORY The Company enhanced the coverage of Mobile Science Free Tuitions at MPUP School, Yerragunta Laboratory under Nava Bharat Vijnana Dayini scheme by acquiring additional audio visual aids and a van. This initiative was taken to improve practical scientific knowledge of poor students in government schools. During 2014-15, it benefited 3000 students in 14 additional schools of Paloncha and Kothagudem mandals.
Vijnana Dayini Session at ZP High School, Kommugudem
HANDS-ON TRAINING IN COMPUTERS IN SCHOOLS The Company recruited 11 computer instructors in 11 government schools around Paloncha to improve competence in using computers, a pressing need for overall development of students. This has benefitted a total of 1600 students.
Nava Bharat Ventures Limited 9 Computer Training at MPUP School, Yerragunta Similar initiatives were taken by the Company at schools in Paloncha, Kothagudem and Mulakalapalli mandals of Khammam district, Telangana and at Kharagprasad village in Dhenkanal district, Odisha. This initiative helped 1575 students in Telangana and 270 students in Odisha.
CONSTRUCTION OF CLASS ROOMS The Company constructed two new blocks, each consisting of eight class rooms at Brahmani Public School, Kharagprasad in Dhenkanal district, Odisha. This will help rationalisation of strength of sections for more effective learning.
SUPPLEMENTARY SPOKEN ENGLISH PROVIDING INFRASTRUCTURE IN PROGRAMME GOVERNMENT SCHOOLS The Company introduced a Supplementary Spoken English The Company provided dual desks to Mandal Praja Parishad Programme in seven schools around Paloncha to improve Schools at Borrampalem, Dharamvaram, Prathipadu and English communication skills among students in government Vommangi villages near the Sugar Division in East Godavari schools. This helped 1500 students in 6th to 10th district, Andhra Pradesh. This initiative was taken to promote standards, despite their location in rural areas where daily congenial learning atmosphere in schools. It benefited a total communications are done in Telugu. of 546 students. Role Play at ZP High School, Kommugudem Dual Desks for Students at MPP School, Dharmavaram
LIVELIHOODS
NAVA BHARAT VOCATIONAL INSTITUTE (NBVI) in various trades like welder, fitter, plumber, electrician, beautician and tailoring and embroidery. There has been a widening gap between demand and supply for skilled manpower co-existing with unemployed youth. The Company constructed a new building close to the The Company established Nava Bharat Vocational Institute existing facility to enhance the coverage of vocational (NBVI), at Paloncha in Khammam district of Telangana in training provided by NBVI. 2010 to impart employment enhancing vocational skills The Sugar Division at Samalkot in East Godavari district, among youth. During 2014-15, NBVI has trained 663 youth Andhra Pradesh provided vocational training in fitter and
10 43rd Annual Report 2014-15 Report on Corporate Social Responsibility
electrical trades to ITI and intermediate passouts. The same COMPUTER COURSES OVERVIEW COMPANY division provided technical training on Micro Irrigation In view of the increasing employment opportunities for to rural youth. A total of 492 youth got benefited by this youth trained in desk top publishing and use of accounting training programme. packages, NBVI at Paloncha started DTP and Tally courses. In the first batch, 26 persons pursued DTP course, while 30 Training in Electrician Trade at NBVI, Paloncha people got trained in Tally.
Computer Courses at NBVI, Paloncha STATUTORY REPORTS FINANCIAL STATEMENTSFINANCIAL
WOMEN EMPOWERMENT
VOCATIONAL EMPLOYMENT CENTRE FOR TRAINING IN PRODUCTION OF HOUSEHOLD WOMEN ARTICLES As part of women empowerment initiative, the Company The Sugar Division at Samalkot provided training to women established Vocational Employment Centre for Women at from Kommanapalli, Tuni, Velanki, Divili and Prattipadu Paloncha. Thirty women trained by Nava Bharat Vocational villages in producing household items. Such items included Institute, Paloncha in tailoring and embroidery trade worked phenyl, detergents, pain relief balms, candles, jute bags and at this centre. They stitched 2300 school uniforms for 14 paper plates, development of kitchen garden and processing schools and the earnings were given away to them. of pulses, among others.
Stitching of School Uniforms Production of Paper Plates
Nava Bharat Ventures Limited 11 OTHER CSR ACTIVITIES
SETTING UP HOME FOR THE DISABLED MAINTAINING QUALITY OF SOIL The Home for the Disabled was established at Bansilalpet Absence or diminishing use of organic manure, coupled in Secunderabad to provide a safe and secure habitat for with repeated and indiscriminate use of chemical fertilisers disabled orphans of all ethnic origins. It is managed by a is resulting in deterioration in soil health. This was corrected registered, charitable organisation. The Home embarked and the soil quality was maintained by applying organic on setting up an extension unit at Sampanbole village in manure, in-situ green manuring and recycling crop residue. Shamirpet Mandal, RR District, Telangana to accommodate The Sugar Division at Samalkot initiated ‘Soil Health more people. Maintenance & Improvement and Increasing Crop Productivity’ programme in five villages - Talluru, Gorinta, The Company extended financial support to construct one Chebrolu, Rangampet and Kovillapuram (Tribal Area). It hostel building for boys and two dining halls – one each for represented 35 farmers, covering 100 acres in East Godavari boys and girls. This has helped 80 disabled orphans find a district, Andhra Pradesh. The programme included basal habitat. application of bulk and enriched organic manure, fortified with bio fertilisers and micro-nutrients. This has improved Boys’ Hostel at The Home for the Disabled, Sampanbole soil health, optimised yield and maximised returns to farmers.
Application of Organic Manure
12 43rd Annual Report 2014-15 INTEGRATED FARMERS’ SERVICE CENTRE, SAMALKOT Directors’ Report
Dear Members,
Your Directors are pleased to present the 43rd Annual Report and the Company’s Audited Financial Statements for the Financial Year ended 31st March, 2015.
FINANCIAL SUMMARY The financial performance of the Company, for the Financial Year ended 31st March, 2015 is summarized below: ( ` in lakhs) Standalone Consolidated
12 months 12 months 12 months 12 months ended ended ended ended 31.03.2015 31.03.2014 31.03.2015 31.03.2014 Turnover/Income (Gross) 147471.82 140901.06 219358.38 207864.33 Profit before Finance charges, Depreciation and 21723.14 30303.13 42368.94 54992.80 Taxation Less: Finance charges (excluding amount capitalized) 2824.35 1823.99 11167.74 12627.16 Profit before Depreciation and Taxation 18898.79 28479.14 31201.20 42365.64 Less : Depreciation 3627.84 6157.82 7875.60 11194.14 Profit for the year after Depreciation 15270.95 22321.32 23325.60 31171.50 Less : Provision for taxation - Current tax 3310.00 4730.00 6535.82 7068.38 - Deferred tax 198.76 (751.82) 196.33 (754.78) - Tax of earlier years 15.27 8.25 186.67 12.17 - MAT credit entitlement (2500.00) (975.00) (4496.21) (2776.60) Profit after Tax 14246.92 19309.89 20902.99 27622.33 Balance brought forward from last year 133113.40 123735.68 157529.26 139470.71 Minority Share - (Profit)/Loss -- -- (298.72) 368.39 147360.32 143045.57 178133.53 167461.43 Less: Carrying amount of the assets whose remaining 594.96 -- 594.96 -- useful life is nil and the deferred tax thereon Profit available for Appropriation 146765.36 143045.57 177538.57 167461.43 Appropriations Dividend on Equity Share Capital 4215.71 4215.71 4215.71 4215.71 Corporate Dividend Tax 858.22 716.46 858.22 716.46 General Reserve 5000.00 5000.00 5000.00 5000.00 Surplus carried to Balance Sheet 136691.43 133113.40 167464.64 157529.26 146765.36 143045.57 177538.57 167461.43
14 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 15 Directors’ Report Directors’ Nava Bharat Ventures Limited Nava Bharat Ventures SUGAR The Sugar business continued to be plagued by serious mismatch in the FRP for sugar cane and market prices of to mitigate The benefits of integration came in handy sugar. margins of sugar. on overall the pressure FERRO ALLOYS for almost three Market for Manganese alloys was steady the primary steel producers from quarters and pressures chrome As conversion of ferro the prices down later. brought out arising impediments to due stopped was Steel Tata for to tried Company your regulations, and license mining of Chrome operate the furnaces of Ferro for own production cost June 2014. However, and later Silico Manganese from production chrome not favouring such ferro dynamics were prices Manganese Silico in correction severe while thus during the second half dented the profitability. POWER DIVISION 1395.64 MU of which Auxiliaries The Company generated self- losses), transmission and unbilled (including MU, 147.39 were respectively sold units and consumption power purchased 457.55 MU and 794.81 MU (including balancing the scheduled and unscheduled After 4.11 MU). and Andhra outages, the power plants at Telangana well with average PLF Pradesh performed reasonably not able to were standing at 91.12%. Odisha Power works of varying value emulate similar performance, on account or on merchant addition out of limited captive consumption plant sub-optimal in resulting power surplus some of sale Company your Though 39.59%. @ PLF and performance to domestic obtained succor in changing the fuel source operations coal in the new 64 MW power plant, commercial clearances from could not be started as some of last mile the very Even otherwise, awaited. and CEIG were Gridco Eastern power rates for power from subdued merchant any viable operations in this new unit even Region precluded Company suffered with a domestic fuel blend. As such, the on its investments in Odisha. lack of return the from Turnover for the year 2014-15 stood at ` 14,747.18 million for the Turnover in the previous to that of ` 14,090.11 million compared Tax stood at ` 1424.69 million, after year and the Profit year. previous ` 1930.99 million in the from reduced
In the backdrop of severe economic and external of severe challenges In the backdrop the commodity meltdown and given that surrounding coal or ore of mining with integrated not are operations performance to certain industry peers, the Company’s relative would have noted You satisfactory. should be considered alloys (manganese and chrome) of ferro that the production year previous the in that than higher tad a sustained was and quantum of generation of power was almost on par. in realizations was the drop therefore, The only differential, for manganese alloys and stoppage of conversion of ferro impediments. The power owing to regulatory chrome and Andhra Pradesh though generation in Telangana to had before, year the as in margins EBIDTA sustained alloy fixed cost in the ferro absorb a part of the unrecovered and sugar businesses. REVIEW OF OPERATIONS The year 2014-15 was marked by severe volatility in the The year 2014-15 was marked by severe in in reigning commodity businesses. While it had helped in crude the prices of imported coal following reduction intermediates prices, adverse impact on steel and steel of subdued in the backdrop pronounced was more initiated by the development. The measures infrastructure Central Government in terms of auction of coal blocks in a of availability increased manner and promised transparent yet to yield results. domestic coal for power generation are with the The Sugar Industry has a plethora of challenges in serious resulting FRP of the sugar cane and sugar prices mismatch. 2014-15 was aided by comfortable external position, resulting comfortable external2014-15 was aided by position, resulting prices and markedly reduced softening of global oil from has generally been positive with a inflation. The sentiment taken by the Government, increased approach pro-reform commitment for perceived and states fiscal devolution to spending. Though discernible results higher infrastructure will bottlenecks structural expected is it materialize, to yet are in higher GDP growth ease with a spurt in demand resulting in infrastructure tangible growth in 2015-16. However, only would spur spending and industrial consumption performance in the steel and power sectors to improved which your Company is exposed. The Indian Economy grew at 7.4% during the year grew The Indian Economy agricultural the in fall marginal a notwithstanding 2014-15 in growth The economic monsoon. erratic to owing growth ECONOMIC AND BUSINESS REVIEW ECONOMIC AND DIVIDEND a hard copy of Annual Reports of the subsidiaries to any Based on the performance of your Company as a whole, shareholder on demand at any point of time. operations and projects of the subsidiaries, your Directors felt The Annual accounts of the subsidiary companies shall it prudent to recommend dividend at ` 5/- per Equity Share also be available for inspection by any shareholder in the of ` 2/- each for the FY 2014-15, subject to Shareholders’ Registered Office of the holding Company and of the approval at the ensuing Annual General Meeting. The subsidiary companies concerned. aggregate dividend payout amounts to ` 42.15 crores, excluding corporate dividend tax of ` 8.58 crores. A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies RESERVES included in the consolidated financial statement is presented The Board proposed to carry an amount of ` 50 crores out pursuant to Rule 8(1) of Companies (Accounts) Rules, 2014 of profits to General Reserve and the balance amount of as Annexure No.1 to this Report. ` 41.73 crores is being carried to Balance Sheet. NAVA BHARAT (SINGAPORE) PTE. LIMITED FIXED DEPOSITS (NBS) The Company has not accepted any deposits from Public NBS, a wholly owned subsidiary of the Company, continues and as such, no amount on account of principal or interest to be the investment arm and holding company of the on deposits from public was outstanding as on the date of overseas strategic investments while rendering trading balance sheet. services for ferro alloys within the Group. Details of the step down overseas subsidiaries are given below: LISTING OF EQUITY SHARES The Securities of the Company are listed at National Stock MAAMBA COLLIERIES LIMITED (MCL) Exchange of India Limited and Bombay Stock Exchange MCL is a step down subsidiary of the Company with NBS Limited. The listing fee to these Stock Exchanges was paid. holding about 65% of the equity stake while the balance is held by ZCCM Investments Holdings Plc. MCL has the The Company has not issued any Equity Shares during the largest coal concession in Zambia with two grades of coal; year. Further, the Company has no Equity Shares carrying Metallurgical Grade Coal with applications in Cement, Steel differential rights. and Breweries and Thermal Grade Coal which can be used as a feedstock for power generation. MCL has embarked PERFORMANCE AND FINANCIAL POSITION OF upon a capital outlay of about USD 840 million for coal SUBSIDIARY COMPANIES mining operations including mine development expenditure The Company has Indian and Overseas direct and step and for setting up a 300 MW (2 x 150 MW) coal fired power down Subsidiaries. project. The coal mine related expenditure towards mine development and capital equipment has been substantially Consolidated financial statements have been prepared incurred while the power project implementation has by the Company in accordance with the requirements of been completed to the extent of 80%. The power project Accounting Standard 21 issued by Institute of Chartered implementation is under EPC structure and the project is Accountants of India (ICAI) and as per the provisions of the likely to be commissioned in the first half of CY 2016. The Companies Act, 2013. The audited Consolidated Financial Zambian Company has been exploring to increase further Statements are provided in the Annual Report. the high grade coal sales in the FY 2015-16. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited KOBE GREEN POWER CO. LTD. (KGP) Financial Statements of its subsidiaries on its website Following the formation of Namphak Power Company www.nbventures.com and the Company shall furnish Limited as the Hydel Power Project Company wherein
16 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
17 Directors’ Report Directors’ Nava Bharat Ventures Limited Nava Bharat Ventures INDIAN SUBSIDIARIES PROJECTS LIMITED (NBPL) BHARAT NAVA management and O&M NBPL has been engaged in project services. These cover a wide spectrum of services such as management including conceptualization, project project financial planning, contract documentation, contract Nava Bharat Lao Energy Pte.Limited (NBLEPL) holding 70%, Nava Bharat Lao Energy Pte.Limited (NBLEPL) Power Co. Limited, Japan holding 15% and Kobe Green holding du Lao (EDL), the power utility in Laos, Electricite the balance 15%. that the have agreed and directors shareholders NPCL’s capital for the ongoing Development costs and working NBLEPL loan. shareholder’s via funded be shall project such to provide has agreed being the majority shareholder, a into NPCL and NBLEPL entered loan and accordingly Development costs Loan Agreement. KARIBA INFRASTRUCTURE DEVELOPMENT LIMITED (KIDL) is and Company the of subsidiary down step a is KIDL pursuing the development of a Multi Facility Economic Zone (MFEZ) at Maamba in Zambia. The MFEZ will, inter development surrounding alia, comprise the infrastructure Maamba including MCL in the Southern of Province and ancillary Zambia and is aimed at spurring downstream Maamba. industrialization in and around NAVA BHARAT LAO ENERGY PVT. LIMITED LAO ENERGY PVT. BHARAT NAVA (NBLEPL) Subsidiary of NBS incorporated NBLEPL is a Wholly Owned stake in Namphak Power and holds 70% in Singapore, in Company, Hydel Power Project Company Limited, the the initial paid up capital, contributing Laos. Aside from funding the initial development NBLEPL has also been under KGP which incurred over and above that expenditure to NPCL. has since been transferred LIMITED (NPCL) NAMPHAK POWER COMPANY is the Project Namphak Power Company Limited (NPCL) MW Hydel power Company formed to implement the 150 the Concession and executed Laos in basis BOOT on project with the Government A shareholders’ of Laos. Agreement 2014 among was executed on 31st July, Agreement
PT NAVA BHARAT SUNGAI CUKA (NBSC) SUNGAI CUKA BHARAT PT NAVA NAVA ENERGY PTE. LIMITED (NEPL) NAVA NEPL is a wholly owned subsidiary of NBS incorporated to carry on the business of Operation & in Singapore, Maintenance works for Power Plants. NEPL is designated to be the long term O & M Contractor for the proposed 300 MW power plant of Maamba Collieries Limited, to conclude the O& M service Zambia. Detailed agreements with arrangement with back up support agreements PT NAVA BHARAT INDONESIA (NBI) AND INDONESIA BHARAT PT NAVA on the no tangible development has been As there initiatives of NBI and NBSC, it has been decided to close subsidiary has the operations in Indonesia. The Singapore accordingly and NBSC and up NBI to wind steps initiated has been made in the accounts of necessary provisioning NBS for the investment expenditure. under way. and overseas supplier are Nava Bharat Ventures NAVA BHARAT AFRICA RESOURCES PVT. LTD. LTD. PVT. AFRICA RESOURCES BHARAT NAVA (NBAR) Subsidiary took the Singapore previously, As reported and under review steps to wind up NBAR during the year NBAR ceased to function. accordingly NB RUFIJI PVT.LTD. (NBRPL) NB RUFIJI PVT.LTD. to pursue another Oil Palm NBRPL was formed in Tanzania Rufiji Basin Development Authority (RUBADA). under Project no further development in this Company during is There the year. The proposed commercial agriculture project of NBTL for oil of NBTL for project agriculture commercial The proposed of initial 4000 Hectares as allocation palm did not take off for entitled is Limited Tanagro NB awaited. still is land of though not contiguous allocation of another 6000 Hectares, which will take another 12 to the initial 4000 Hectares, the allocation under Phase - I. months from NB TANAGRO LIMITED (NBTL) NB TANAGRO Accordingly, Kobe Green Power Company ceased to be a Power Company Kobe Green Accordingly, 2015. February, 27th from effect subsidiary of NBS with 70% of the equity stake remains to be controlled by NBS, to be controlled remains 70% of the equity stake to be relevant. investment in KGP ceased management, trading of equipment, O & M activity, Members are aware that, M/s. Mantri Technology Parks technical services etc. Presently, such services are being Private Limited made a security deposit of ` 30 crores rendered to M/s. Maamba Collieries Limited, Zambia. on 28.01.2008. On account of delay in execution of the IT/ITES SEZ Project in 150 acres at Mamidipally Village, As regards the on-going investigation of CBI/ED of the coal Shamshabad, BIPL issued notice to forfeit the security block allotment to M/s. Navabharat Power Private Limited, deposit of ` 30 crores paid by M/s. Mantri Technology Parks and subsequent sale of stake in NPPL to M/s. Essar Power Private Limited, due to which certain disputes/issues arose Limited, also involving the director of the company (in between M/s. Mantri Technology Parks Private Limited and his erstwhile position as Non-Executive Chairman of the BIPL. The Hon’ble High Court appointed the Sole Arbitrator NPPL), the charge sheet filed by CBI in the II ACMM Court, for resolution of disputes by Arbitration. New Delhi, was transferred to the Honourable Special Court constituted pursuant to the orders of the Hon’ble The Hon’ble Sole Arbitrator in Arbitration Case No.2 of 2013 Supreme Court of India. The Special Court on examining (the Arbitral Tribunal) passed the Award on 31.01.2015, the closure reports filed by the CBI against the Public inter alia, to the following effect: Servants had directed the CBI to further investigate against the involvement of Public Servants while directing the CBI MTPPL is held entitled to ` 30 crores towards Interest Free to place all the records of the case before the Sanctioning Security Deposit; ` 4,82,04,854/- being the amount paid Authority for taking a decision. The charge sheet filed by to the respondent towards reimbursement of expenses the CBI is not taken cognizance by the Honourable Special and ` 4,36,90,047/- towards expenses for development Court as on date. of the allotted land. All these amounts shall carry interest @12% p.a. from 02.05.2012 till 31.01.2015 (date of The Enforcement Directorate vide order dated 22.07.2014 the Award). had issued the Provisional Attachment Order (PAO) against 74 crores Equity Shares of ` 2/- each of NBEIL held by NBPL BIPL is held entitled to receive from the Claimant to the extent of ` 138.59 crores. The ED filed a complaint ` 18,13,33,333/- together with interest @12% p.a. from before the Adjudicating Authority seeking confirmation 02.05.2012 till 31.01.2015 and the remaining claims are of the PAO. The Adjudicating Authority confirmed the rejected. Provisional Attachment on 20th May, 2015 and the The awarded amount will carry interest at the rate of Subsidiary, NBPL will approach the Appellate Authority by 18% p.a. from the date of the Award till the date of filing appeal seeking appropriate relief. realization of the awarded amount. NAVA BHARAT ENERGY INDIA LIMITED (NBEIL) BIPL filed an application in the Hon’ble City Civil Court, NBEIL operated its 150 MW Power Plant with average PLF Hyderabad, under Section 34 of the Arbitration and of 86.52%, gross generation of 1136.88 MU and delivered Conciliation Act, 1996 to set aside the Award to the extent it energy of 1015.81 MU in 2014-15. is aggrieved and to allow its claims. Further, M/s.MTPPL has also filed an application under Section 9 of the Arbitration The entire energy generated was dispatched to TS Grid and Conciliation Act, 1996. The above applications are (966.78 MU) excepting 40.59 MU for sale through India pending before the Hon’ble City Civil Court, Hyderabad. Energy Exchange and 8.44 MU for sale through Kerala State Electricity Board. NAVA BHARAT REALTY LIMITED (NBRL) BRAHMANI INFRATECH PRIVATE LIMITED (BIPL) NBRL is a wholly owned subsidiary of the Company and proposes to be engaged in the development of realty During the year, BIPL acquired interests in certain properties focused investments. There have been no operations in this while aiming to diversify its portfolio further and is exploring Company. Joint Development options for infrastructural development.
Award in Arbitration Case No.2 of 2013 between M/s. Mantri Technology Parks Private Limited and BIPL.
18 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
19 Directors’ Report Directors’ Nava Bharat Ventures Limited Nava Bharat Ventures In compliance with Section 135 of the Companies Act, 2013 Policy) Rules, with the (Corporate Social Responsibility read constituted CSR Committee consisting 2014, the Board Chairman, Ashok, D. Sri namely, Directors three of OUTLOOK AND FUTURE PLANS plans of the Company have been The outlook and future Discussion mentioned in detail under the “Management this report. and Analysis” section that forms part of OF BUSINESS CHANGE IN THE NATURE of business of the Company change in the nature is no There during the year under review. TECHNOLOGY OF ENERGY, CONSERVATION ABSORPTION AND FOREIGN EXCHANGE of Section 134 (3)(m) of with the provisions In accordance information relating the Companies Act, 2013, the required and technology absorption of energy, to conservation exchange earningsforeign and outgo have been annexed No.2 to this Report. as Annexure SOCIAL RESPONSIBILITY CORPORATE COMMITTEE AND POLICY and Director D. Nageswara Rao, Independent Dr. Madhavi, Independent Director. C. V. Dr. PROPOSED RESTRUCTURING OF ODISHA WORKS PROPOSED RESTRUCTURING Plan initiated by the Company The Corporate Restructuring investors identified the strategic from is awaiting response the key issues include percentage Some of by the Company. and to the Investors to be offered of shareholding valuation. enterprise from Management Role aside 3500 TCD OF IEM FOR ESTABLISHMENT VILLAGE, DHARMAVARAM AT PLANT SUGAR MANDAL, EAST GODAVARI PRATHIPADU A.P. DIST., A.P. Court of Hon’ble High petition in filed a The Company of Zone Suspension Order of Interim for vacation praying of and Director declaration issued by the Commissioner Hyderabad. Govt. of A.P., Sugar & Cane Commissioner, being the cane development activities are However, continued.
During the Financial Year, the Company has fully impaired the Company has fully impaired During the Financial Year, Sungai Cuka and PT Nava Bharat investments in its COMPANIES WHICH HAVE CEASED TO BE WHICH HAVE COMPANIES SUBSIDIARIES Pte. Limited sold On 27.02.2015, Nava Bharat (Singapore) Power Kobe Green in the subsidiary, 80% equity interest Co. Ltd.(KGPL) for a sale consideration of USD 16,000. Hence, KGPL ceased to be a subsidiary of the Company. 150 MW (3 x 50 MW) on BOOT basis has become a 150 MW (3 x 50 MW) on BOOT basis Subsidiary. PT Nava Bharat Indonesia of USD 475000 each as the of incorporation. date the since dormant are subsidiaries Hence, the Company intended to close its Subsidiaries, PT Nava Bharat Sungai Cuka and PT Nava Bharat Indonesia. COMPANIES WHICH HAVE BECOME SUBSIDIARIES WHICH HAVE COMPANIES a Special Project Namphak Power Company Limited, which was established in Laos in 2014 to Company, Power Project, undertake the development of Hydro CHANGES IN THE SUBSIDIARIES OF THE CHANGES IN THE SUBSIDIARIES COMPANY or ceased to be The following Companies have become Associate or Subsidiaries, Joint Ventures the Company’s Companies during the financial year. KINNERA POWER COMPANY PVT. LTD.(KPCPL) PVT. COMPANY KINNERA POWER part of equity stake in KPCPL loaded The Company has off and KPCPL ceased to in favour of Meenakshi Infra Group The Company continues with 26% of the be a subsidiary. As 2012-13. in NHAI by specified as KPCPL in stake equity economic being no and there intention per the professed its stake in the Company plans to fully off-load interest, as course due in Group Infra Meenakshi of favour in KPCPL per the regulations. NBSBL is a wholly owned subsidiary of the Company NBSBL is a wholly bio-fuel and agri in sugar, to be engaged and proposes been no operations in this have There based investments. Company. NAVA BHARAT SUGAR AND BIO FUELS LIMITED SUGAR AND BIO FUELS LIMITED BHARAT NAVA (NBSBL) The Board approved the CSR Policy as recommended by the parties referred to in sub-section(1) of Section-188 in CSR Committee with various CSR initiatives falling within Form No. AOC-2 pursuant to clause (h) of sub-section (3) the purview of the Schedule VII of the Act. of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure No. 5 to CORPORATE SOCIAL RESPONSIBILITY INITIATIVES this Report.
The Company has prioritized and implemented several The policy on materiality of related party transactions initiatives that have a significant impact on the communities and also on dealing with the related party transactions around its manufacturing facilities and the society in general. as approved by the Audit Committee and the Board of Directors was placed on the website of the Company under As part of its initiatives under Corporate Social Responsibility the weblink: http://www.nbventures.com/pdf/corporate_ (CSR), the Company has undertaken projects in the areas of policies/06_pdf_13jan2015_related_party_transactions.pdf. education, livelihood, health, drinking water and sanitation, enhancing vocational skills, empowering women, etc. These projects are in accordance with Schedule VII of the PARTICULARS OF LOANS, GUARANTEES AND Companies Act, 2013. INVESTMENTS The details of Loans given, Guarantees provided and In Education, the Company’s endeavour is to spread, facilitate Investments made during the Financial Year ended on and supplement quality education at primary and secondary March 31, 2015 are given in Annexure No. 6 to this Report levels in areas around the Company’s manufacturing in compliance with the provisions of Section 186 of the plants. In Health, the goal is to provide quality eye care Companies Act, 2013 read with the Companies (Meetings at affordable cost, promote health awareness, extend free of the Board and its Powers) Rules, 2014. The particulars of diagnostic services and medicines, make safe drinking water aggregate loans, guarantees and investments under Section available in villages, promote sanitation, etc. In Livelihoods, 186 of the Companies Act, 2013 are disclosed in Financial the Company strives to provide employment enhancing Statements which may be read as part of this Report. skills to unemployed youth through vocational training in various trades for both men and women. MANAGEMENT DISCUSSION AND ANALYSIS The Company has spent ` 465.18 lakhs towards CSR activities The Management Discussion and Analysis Report for the in 2014-15 i.e. above 2% of the average net profits of the year under review as stipulated under Clause 49 of the Company for the three immediately preceding financial years. Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Report. The CSR Policy is placed on the Company’s website under the weblink: http://www.nbventures.com/pdf/corporate_ CORPORATE GOVERNANCE policies/03_pdf_2014-15_csrpolicy.pdf. Your Company is committed to achieving the highest The Annual Report on CSR activities is annexed as standards of Corporate Governance and adheres to the Annexure No. 3 to this Report. Corporate Governance requirements set by the Regulators/ applicable laws. EXTRACT OF ANNUAL RETURN A separate Report on Corporate Governance as stipulated In accordance with Section 134(3)(a) of the Companies under Clause 49 of the Listing Agreement with the Stock Act, 2013, an extract of the annual return in the prescribed Exchanges is attached hereto as a part of this report. The format is annexed as Annexure No.4 to this Report. report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES DIRECTORS The particulars of contracts or arrangements with related The Board of Directors of the Company has a combination
20 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
21 Directors’ Report Directors’ Nava Bharat Ventures Limited Nava Bharat Ventures Independent Directors have three key roles – governance, key roles have three Independent Directors and guidance. Some of the performance indicators control are: evaluated are Directors Independent the which on based Sri D. Ashok retires at the AGM and, being eligible, offered eligible, offered at the AGM and, being Sri D. Ashok retires himself for re-appointment. OF THE BOARD PERFORMANCE EVALUATION of the Companies Act, 2013 and Pursuant to the provisions has carried the Board Clause 49 of the Listing Agreement, own performance, out annual performance evaluation of its individually as well as the working of its Audit the Directors Committee, Committee, Nomination and Remuneration and Stakeholders Corporate Social Responsibility Committee set of criteria was Relationship Committee. A structured inputs received adopted after taking into consideration the covering various aspects of the Board’s Directors, the from the of of the composition such as adequacy functioning execution and culture, its Committees, Board and Board and governance.performance of specific duties, obligations Members is conducted on an Evaluation of the Board Nomination and Remuneration annual basis by the Board, with specific focus Committee and Independent Directors Board of the functioning effective on the performance and and Individual Directors. The Nomination and Remuneration Committee and the had laid down criteria for performance of Directors Board as a whole. Committees and Board evaluation of Directors, Performance indicators for evaluation of Independent Directors: DIRECTORS RETIRING BY ROTATION DIRECTORS RETIRING 2013, Companies Act, of the the provisions Pursuant to OF THE BOARD NUMBER OF MEETINGS held to discuss and are the Board Regular meetings of policies, strategies and other decide on various business meetings Board/Committee of the businesses. The schedule in advance to enable them to to the Directors circulated are meetings. plan their schedule for participation in the met seven (7) times during the FY 2014-15 viz., The Board 30.10.2014, on 30.05.2014, 08.08.2014, 20.10.2014, 17.01.2015, 09.02.2015 and 07.03.2015.
APPOINTMENTS OF KEY MANAGERIAL PERSONNEL as Chairman (Executive) Sri D.Ashok was re-appointed for a period of 5 years by the 14.08.2014 from with effect were There 08.08.2014. on held AGM 42nd the at Members review. under no other changes during the Financial Year DECLARATIONS OF INDEPENDENT DIRECTORS DECLARATIONS have submitted their declarations, The Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 as independence of criteria the meet they that affirming in sub-section (6) of Section 149. provided 31st March, 2015 have been made by the Directors. 31st March, None of the Directors on the Board is a Member of more is a Member of more on the Board None of the Directors all the Companies in which than ten Committees across regarding disclosures Necessary held. is Directorship companies as on committee positions in other public WHOLETIME DIRECTORS Sri D. Ashok Prasad Trivikrama Sri P. Sri G. R. K. Prasad Durga Prasad Sri C. V. They were appointed as Independent Directors by the by Directors Independent as appointed were They at 42nd AGM on 08.08.2014 for a term of shareholders Sri K. Balarama Reddi R. C. Shekar E. Dr. G. Rao V. M. Dr. Nageswara Rao D. Dr. Madhavi V. C. Dr. INDEPENDENT AND NON-EXECUTIVE DIRECTORS INDEPENDENT AND 49 of the Listing Agreement under Clause As prescribed of 149(6) Section per as and Exchanges Stock with entered 2013, the particulars of Non-Executive the Companies Act, as under: are and Independent Directors 5 (five) years. of Executive, Non-Executive and Independent Directors. The Directors. Independent and Non-Executive Executive, of five constituting of which comprises nine Directors Board and Non-Executive are than half of the total strength more Independent Directors. Ability to contribute to and monitor corporate governance under the weblink: http://www.nbventures.com/pdf/ practices. corporate_policies/08_pdf_Remuneration_policy.pdf and also annexed as Annexure No.7 to this Report. Ability to contribute by introducing international best practices to address top management issues. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE Active participation in long term strategic planning. The Nomination and Remuneration Committee identifies Commitment to the fulfillment of a Director’s obligations persons who are qualified to become Directors and who and fiduciary responsibilities. may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board Attendance: The performance evaluation of Independent their appointment and removal. or Non-Executive Members is done by the Board annually based on criteria of attendance and contributions at Board/ THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, Committee Meetings as also the role played other than at KMPs AND SENIOR MANAGEMENT Meetings. A person for appointment as Director, KMP or in Senior The evaluation process also considers the time spent by Management should possess adequate qualification, each of the Board Members, core competencies, personal expertise and experience for the position considered for characteristics, accomplishment of specific responsibilities appointment. The Committee decides whether qualification, and expertise. expertise and experience possessed by a person are sufficient for the concerned position. The Committee REMUNERATION POLICY ascertains the credentials and integrity of the person for The Company adopted a policy relating to the remuneration. appointment as Director, KMP or Senior Management Level This Policy covers the remuneration and other terms of and recommends to the Board his / her appointment. employment for the Company’s Executive Team. The The Committee, while identifying suitable persons for remuneration policy for Members of the Board and for appointment to the Board, will consider candidates on Management, aims at improving the performance and merit against objective criteria and with due regard for the enhancing the value of the Company by motivating and benefits of diversity on the Board. retaining them and to attract the right persons to the right jobs in the Company. The Nomination and Remuneration Committee shall assess the independence of Directors at the time of appointment, The object of this Remuneration Policy is to make your re-appointment and the Board shall assess the same Company a desirable workplace for competent employees annually. The Board shall re-assess determination of and thereby secure competitiveness, future development independence when any new interests or relationships are and acceptable profitability. In order to achieve this, it disclosed by a Director. is imperative that the Company is in a position to offer competitive remuneration in all its operational locations. The criteria of independence are determined as laid in the Companies Act, 2013 and Clause 49 of the Listing Neither the Managing Director nor any Whole-time Director Agreement. of the Company received any remuneration or commission from any of its Subsidiaries. The Independent Directors shall abide by the Code for Independent Directors as specified in Schedule IV of the A detailed policy on remuneration of the Directors and Companies Act, 2013. Senior Management is placed on the Company’s website
22 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 23 Directors’ Report Directors’ Nava Bharat Ventures Limited Nava Bharat Ventures Remarks was of Directors of the Board The Audit Committee the requirements with conformity in constituted and 2013 Act, Companies the of 177 Section of Clause 49 of the Listing Agreement. made by the Audit Committee All recommendations accepted by the Board. during the year were qualified The Committee identifies persons who are and who may be appointed in to become Directors with the criteria Senior Management in accordance of every laid down and carries out evaluation performance. Director’s for The Committee formulated the criteria and determining qualifications, positive attributes to and recommended independence of a Director for remuneration to the relating a policy, the Board Key Managerial Personnel and other the Directors, employees. the implementation of The Committee monitored time to time. the CSR Policy from investor grievances The Committee reviews their expeditious redressal. periodically and ensures during All the grievances of the investors received the year have been resolved. Composition of the Committee Composition of the Chairman Sri K. Balarama Reddi, G. Rao, Member V. M. Dr. Nageswara Rao, Member D. Dr. Sri K. Balarama Reddi, Chairman Sri D. Ashok, Chairman Nageswara Rao, Member D. Dr. Madhavi, Member C. V. Dr. Sri K. Balarama Reddi, Chairman Prasad, Member Trivikrama Sri P. Dr. M. V. G. Rao, Member V. M. Dr. Nageswara Rao, Member D. Dr. Name of the Committee Audit Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee Stakeholders Relationship Committee A detailed note on the Board and its Committees is provided under the Corporate Governance under the Corporate this Report. Report section in and its Committees is provided Board A detailed note on the as follows: of the Act and Rules, are the applicable provisions the Committees and compliances, as per The Composition of Currently the Board has four committees: The Audit Committee, Nomination and Remuneration Committee, Corporate and Remuneration Committee, Corporate The Audit Committee, Nomination has four committees: the Board Currently Committee. Committee and Stakeholders Relationship Social Responsibility COMMITTEES OF THE BOARD COMMITTEES OF PARTICULARS OF EMPLOYEES Trusts holding shares, for the purposes of implementing The names and other particulars of employees in accordance GEBS or RBS, which exceed ten percent of the total value with the provisions of Section 197(12) of the Companies Act, of the total assets of the trust(s) as provided under these 2013, read with Rule 5(1) of the Companies (Appointment regulations, shall have a period of five years to bring down and Remuneration of Managerial Personnel) Rules, 2014, its holding in shares to such limits; [Reg.31.(2)(b)(ii)]. are provided in Annexure No. 8 to this Report. SEBI mandated that the regulations should be complied Particulars of every employee employed throughout the with by aligning the existing Welfare Schemes / Trusts financial year and in receipt of remuneration of ` 60 lakhs with the Regulations within one year from the issue of the or more, or employed for part of the year and in receipt Regulations i.e. one year from 28.10.2014. of ` 5 lakhs or more per month, under Rule 5(2) of the Hence, the Company has initiated necessary action Companies (Appointment and Remuneration of Managerial including; Personnel) Rules, 2014, are provided in Annexure No.9 to this Report. Amendment to the Trust;
NAVA BHARAT VENTURES EMPLOYEE WELFARE Formation of Welfare Schemes; TRUST AND ITS HOLDINGS IN THE COMPANY Retention of equity to the extent of 10% of the total assets Nava Bharat Ventures Employee Welfare Trust through its of the Trust towards General Employee Benefits Schemes Trustee, M/s Barclays Wealth Trustees (India) Private Limited, (GEBS); and acquired 14 lakhs equity shares of the Company from the secondary market (1.57%) on 9th March, 2012. The Exiting from the balance equity within a period of 5 years as Company extended a loan of ` 28.79 crores to the Trustee stipulated under the Regulations. till 31st March, 2015. The Company proposed to implement The Board of Directors approved to amend the Trust Deed several schemes relating to welfare measures including and file the amended Trust Deed with Stock Exchanges. incentives, benefits and amenities for the employees under Employee Welfare plans to be set up by the Company. Subject to the approval of the shareholders, the Board considered and recommended Nava Bharat Ventures SEBI issued new Employees Stock Option Regulations General Employee Benefits Scheme, 2015, inter alia, to permitting Share Based Employee Benefits Schemes on provide welfare benefits such as medical, housing and 28th October, 2014 according to which, the acquisition education related assistance to employees of the Company in secondary market under the General Employee Benefits (“Employees”); and utilizing and applying the assets of Scheme (GEBS) shall not exceed 2% of the paid up equity existing trust settled by the Company called Nava Bharat share capital of the Company. Employee Welfare Benefit Trust (“Trust”) for the purposes The Regulations have provided detailed definitions, of implementing the Scheme in accordance with the procedures and restrictions to be complied with, within one Securities and Exchange Board of India (Share Based year from the issue of aforesaid guidelines. Employee Benefits) Regulations, 2014 (“Regulations”).
According to the new Regulations: The details of General Employee Benefits Scheme being implemented are posted on the Website of the Company At no point in time, the shares of the Company or shares of under the web link http://www.nbventures.com/pdf/ its holding company shall exceed ten per cent of the book corporate_policies/08_pdf_General_Employee_Benefit_ value or market value or fair value of the total assets of Scheme.pdf. the scheme, whichever is lower, as appearing in its latest balance sheet for the purposes of GEBS. [26.(2)]. The Board further decided, subject to the approval of the shareholders, to undertake such steps and actions to enable
24 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 25 Directors’ Report Directors’ Nava Bharat Ventures Limited Nava Bharat Ventures the Directors had devised proper systems to ensure to ensure systems had devised proper the Directors of all applicable laws provisions compliance with the adequate and operating were and that such systems effectively. (f) The Auditors’ Report on the financial statements of the The Auditors’ Report on the financial 2015 does March, Company for financial year ended 31st remarks qualification or adverse not contain any reservation, together with notes to Financial Statements and their report and hence do not call for any further self explanatory are Act, 2013. comments under Section 134 of the Companies COST AUDIT has appointed M/s. Narasimha Murthy & Co., The Board audit the conducting for Auditors Cost as Accountants, Cost Industrial Alcohol Company for Sugar, of the of cost records Alloys) for the Financial Year Electricity and Steel (Ferro of the Audit Committee. 2014-15 on the recommendations The same was ratified by the Members at the 42nd Annual General Meeting held on 8th August, 2014. filed with The Cost Audit Reports for FY 2013-14 were 2014. on 19th September, Ministry of Corporate Affairs has appointed M/s. Narasimha Murthy & the Board Further, 2015 Co., Cost Accountants, as Cost Auditors on 8th May, of the Company for for conducting the audit of cost records Alloys) (Ferro Industrial Alcohol, Electricity and Steel Sugar, STATUTORY AUDITORS & AUDITORS’ REPORT STATUTORY Hyderabad, Accountants, Chartered M/s. Brahmayya & Co., until the hold office of the Company, the Statutory Auditors Annual General Meeting. They conclusion of the ensuing the during Company of the Auditors as appointed were Annual General transitional period of 3 years at the 42nd to ratification Meeting held on 8th August, 2014 subject The AGM. 42nd after held AGM every at Members the by their appointment, Statutory Auditors have confirmed that with the provisions if made, would be in accordance with 2013 read of Section 141 of the Companies Act, Companies (Audit and Auditors) Rules, 2014. the from eligible for ratification/re-appointment They are in as provided ensuing AGM till the conclusion of next AGM Section 139(2) of the Companies Act, 2013. in the preparation of the annual accounts, the in the preparation had been followed applicable accounting standards to material explanation relating along with proper departures; had selected such accounting policies the Directors judgments and applied them consistently and made and prudent so as reasonable and estimates that are of the affairs to give a true and fair view of the state of the of and year financial the of end the at company and loss of the company for that period; profit care and sufficient had taken proper the Directors for the maintenance of adequate accounting records of the Act for with the provisions in accordance the assets of the Company and for safeguarding and detecting fraud and other irregularities; preventing a on accounts annual the prepared had Directors the going concern basis; had laid down internal the Directors financial controls to be followed by the Company and that such internal adequate and operating were financial controls and effectively; (a) (b) (c) (d) (e) DIRECTORS’ RESPONSIBILITY STATEMENT confirm that: Directors No shares including Sweat Equity Shares were issued to were including Sweat Equity Shares No shares employees or others during the year. EMPLOYEES’ STOCK OPTION SCHEME EMPLOYEES’ STOCK OPTION SCHEME options stock employee no review, under year the During were as there also exercised No ESOPs were granted. were of the year. no outstanding options as at the beginning The Trustee shall not be eligible to exercise voting rights in eligible to exercise shall not be The Trustee by of the Company held General Meetings on the shares Capital 16 of Companies (Share Pursuant to Rule the Trust. it is disclosed that the Trustee Rules, 2014, and Debentures) 08.08.2014 and held on the AGM voting at from abstained 26.07.2014. Postal Ballot held on the Company and the Trust to conform to the Regulations Trust the Company and the year period as envisaged in the within the five in its entirety Regulations. for the Financial Year 2015-16 on the recommendations Attachment Order (PAO) against 74 crores Equity Shares of of the Audit Committee. The same is placed before the ` 2/- each of NBEIL held by NBPL to the extent of ` 138.59 Members at the ensuing AGM for ratification. crores. The ED filed a complaint before the Adjudicating Authority seeking confirmation of the PAO. The Adjudicating INTERNAL AUDITORS FOR COSTING SYSTEMS Authority confirmed the provisional attachment and the AND COST ACCOUNTING RECORDS Subsidiary of the Company will prefer an appeal before the appropriate authority. M/s. Sagar & Associates, Internal Auditors, conducted internal audit of cost records for the Financial Year 2014-15. INSURANCE The Board appointed M/s Sagar & Associates, as Internal All the properties of the Company including buildings, plant Auditors, for conduct of internal Audit of Cost Records for and machinery and stocks have been adequately insured. the Financial Year 2015-16. ADEQUACY OF INTERNAL FINANCIAL SECRETARIAL AUDIT CONTROLS WITH REFERENCE TO THE As per the provisions of Section 204 of the Companies Act, FINANCIAL STATEMENTS 2013, the Board of Directors has appointed M/s.P.S.Rao The Company has an Internal Control System, commensurate & Associates, Practicing Company Secretaries to conduct with the size, scale and complexity of its operations. The Secretarial Audit pursuant to the recommendations of the Company maintains all its records in SAP system and the Audit Committee for the Financial Year 2014-15 for the work flow and approvals are routed through SAP. Company. The Internal Audit Department monitors and evaluates The Secretarial Audit Report for the financial year ended the efficacy and adequacy of internal control system in 31st March, 2015 issued by Practicing Company Secretary is the Company, its compliance with operating systems, annexed as Annexure No.10 to this Report and the Report accounting procedures and policies at all locations of the does not contain any reservation, qualification or adverse Company and its subsidiaries. Based on the report of internal remarks. audit function, the Units undertake corrective action in their respective areas and strengthen the controls. Significant MATERIAL CHANGES AND COMMITMENTS audit observations and corrective actions thereon are There are no Material changes and commitments in the presented to the Audit Committee of the Board periodically. business operations of the Company from the financial year The Board of Directors of the Company have adopted ended 31st March, 2015 to the date of the signing of the various policies like Related Party Transactions policy, Whistle Director’s Report. Blower policy, policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient MATERIAL ORDERS PASSED BY THE REGULATORS conduct of its business for safeguarding its assets, the No significant and material orders were passed by the prevention and detection of frauds and errors, the accuracy Regulators or courts or tribunals impacting the going and completeness of the accounting records and the timely concern status and company’s operations in future. preparation of reliable financial information.
Pursuant to the ongoing investigation into the allotment of coal blocks to M/s. Navabharat Power Private Limited (NPPL) TRANSFER OF AMOUNTS TO INVESTOR and subsequent sale of stake in NPPL to M/s. Essar Power EDUCATION AND PROTECTION FUND Limited also involving the Director of the Company in his Pursuant to the provisions of Section 205A of the Companies erstwhile position as Non-Executive Chairman of NPPL, and Act 1956 (Section 124 (5) of the Companies Act, 2013), an the Charge Sheet filed by CBI, the Enforcement Directorate amount of ` 15,51,380/- which remained unclaimed for vide order dated 22.07.2014 had issued the Provisional a period of 7 years had been transferred by the Company
26 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
27 Directors’ Report Directors’ Nava Bharat Ventures Limited Nava Bharat Ventures INDUSTRIAL SAFETY AND ENVIRONMENT safety the to given be to continues importance Utmost plants of the of personnel and equipment in all the the various thoroughly The Company reviews Company. steps to avoid adopted and takes effective safety measures intervals also conducted at regular accidents. Safety drills are appropriate and timely taking for employees the train to action in case of accidents. AWARDS the following awards/recognitions Company received Your during 2014-15: for Award “Silver Sugar Division received The Company’s in 2013-14” Season the for Pradesh Andhra in Distillery Best & The South Indian Sugarcane the form of a Certificate from 2014. Association, on 25th July, Sugar Technologists’ for Commendable a “Certificate of Appreciation” Further, from Performance for the Season 2013-14 was received & Sugar Technologists’ The South Indian Sugarcane same Division 2014. The Association, Chennai on 25th July, for Excellence in Energy won the “15th National Award Management 2014” in the form of a Shield and a Certificate Confederation of Unit” from as “Excellent Energy Efficient The Sugar 2014. Indian Industry in the month of October, for the 7th time. this award Division received won the “15th National Odisha Works The Company’s in Energy Management 2014” in for Excellence Award RISK MANAGEMENT POLICY RISK MANAGEMENT Risk Management formulated and implemented The Board which identifies various elements Policy for the Company the existence of opinion may threaten of risks which in its contain and mitigate risks. to the Company and measures systems and The Company has adequate internal control to combat the risk. The Risk Management procedures by the Audit Committee and the reviewed are procedures of quarterly quarterly basis at the time of review on Board results of the Company. financial on the website of the Company under the weblink: weblink: the Company under of the on the website http://www.nbventures.com/pdf/corporate_policies/04_ pdf_13jan/2015_whistle_blower.pdf.
The details of such mechanism are communicated to all The details of such mechanism are and Employees and it was also disclosed the Directors The policy lays down the mechanism for making enquiry by the Company. into whistle blower complaint received of any alleged wrongful Employees who may become aware Audit the to disclosure a make to encouraged are conduct Committee. The Company established a vigil mechanism for Directors and for Directors a vigil mechanism The Company established genuine concernsEmployees to report pursuant to Section 177 of the Companies Act, 2013. The vigil mechanism of victimisation against safeguards adequate for provided access employees who use such mechanism and for direct to the chairperson of the Audit Committee in appropriate or exceptional cases. VIGIL MECHANISM Pursuant to Clause 5A (II) of the Listing Agreement, Postal (II) of the Listing Agreement, Pursuant to Clause 5A of the Registrars were Return as per the records cases Account. A demat account to Suspense initially transferred Limited - Ventures under the name and style ‘Nava Bharat by the Company. Unclaimed Suspense Account’ was opened equity shares The account showed a balance of 6,71,215 as at the beginning of belonging to 1,319 shareholders Registrars, the Company and its During the year, the year. TRANSFER OF PHYSICAL SHARE CERTIFICATES SHARE CERTIFICATES TRANSFER OF PHYSICAL SUSPENSE ACCOUNT IN TO UNCLAIMED ELECTRONIC MODE certain Pvt. Ltd., have received M/s. Karvy Computershare verified by the which were the shareholders claims from claims The and procedures. records as per their Registrars all the required of rightful owners, after collection of by the Registrars, had been documents and due processing the Stakeholders Relationship Committee placed before belonging to 38 28,220 shares and after its approval, the Unclaimed Suspense from transferred were shareholders Successors / Shareholders the to year the during Account suspense / Nominees/rightful claimants. The unclaimed in equity shares account has a closing balance of 6,42,995 as at the close of the financial 1,281 shareholders of respect year 2014-15. on 27th August 2014 to the Investor Education and Education Investor the to 2014 August 27th on Fund. Protection the form of a Shield and a Certificate as “Energy Efficient ACKNOWLEDGEMENT Unit” from Confederation of Indian Industry in the month Your Directors would like to express their grateful of October, 2014. appreciation for the assistance, patronage and co-operation received from the Financial Institutions, the Company’s The Company’s Paloncha Works won the Regional Export Bankers, Insurance Companies, the Govt. of India, Award as Star Performer – Large Enterprise (Ferro Alloys) Governments of various countries, Govt. of Telangana, in recognition of outstanding contribution to Engineering Govt. of Andhra Pradesh and Govt. of Odisha, the State Exports for the Year 2012-13 in the form of a Certificate utilities and Shareholders, during the year under review. and Shield from EEPCINDIA, Southern Region.
GREEN INITIATIVE IN CORPORATE For and on behalf of the Board GOVERNANCE BY HON’BLE MINISTRY OF CORPORATE AFFAIRS The Ministry of Corporate Affairs (MCA) has taken a green P. Trivikrama Prasad initiative in Corporate Governance by allowing paperless Managing Director 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 Place : Hyderabad G. R. K. Prasad communications in electronic mode to the members having Date : 29th May, 2015 Executive Director 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.
28 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
- - 29 after 43.03 (1.36) (2.22) (0.89) (0.65) 312.25 465.62 Taxation (5,561.52) 10,251.24 ( ` In lakhs) Profit/(loss) Directors’ Report Directors’ ------Total 864.01 Income 9,263.75 1,303.73 Turnover/ 31,732.59 55,254.47 Nava Bharat Ventures Limited Nava Bharat Ventures 0.62 0.62 5.00 Share 22.00 Capital 149.99 231.23 9,080.40 6,312.50 96,617.27 20,000.00 1,20,951.17
Name of Subsidiary Company Name of Subsidiary Pte. Limited Nava Bharat (Singapore) Maamba Collieries Limited Namphak Power Company Limited Nava Energy Pte. Limited Nava Bharat Lao Energy Pte. Limited Limited NB Tanagro Nava Bharat Energy India Limited Nava Bharat Sugar and Bio Fuels Limited Nava Bharat Projects Limited Nava Bharat Projects Brahmani Infratech Private Limited Nava Bharat Realty Limited USD = ` 62.4950. Indian Rupee equivalent figures have been arrived at by applying the year end interbank exchange rate of rate exchange interbank end year the applying by at arrived been have figures equivalent Rupee Indian
Sl. No. 1 2 3 4 5 6 7 11 8 9 10
Performance and Financial position of each of susidiaries under Rule 8 of Companies (Accounts) Rules, 2014 for the Financial Rules, 2014 for the Companies (Accounts) under Rule 8 of of each of susidiaries and Financial position Performance 2015 ended 31st March, Year Annexure – 1 – Annexure Note: Annexure – 2 Particulars of Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo pursuant to the Provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014
(A) CONSERVATION OF ENERGY: savings of 1,008 kWh per day. (i) The steps taken or impact on iii. Optimising the compressed air flow for conservation of energy boiler bed thermocouples, resulting in I) Sugar Division: energy savings of 312 kWh per day. i. Improvement in milling efficiency by increasing the juice drainage area, iv. Switching off the first field ESP hopper resulting in energy savings of 7,05,000 heaters during normal operating kWh per year. conditions, resulting in energy savings of 336 kWh per day. ii. Utilization of existing shell and tube type juice heater for further raw juice v. Performance evaluation of HP Heater-1 heating with III Vapor, resulting in in Unit-2 and plugging of identified energy savings of 29,375 kWh per leakage tubes, resulting in heat rate year. improvement.
iii. Installation of Plate type Heat vi. Performance evaluation of Boiler-1, Exchanger to raise the temperature Air Pre Heater in Unit-1 and replacing of wash water with I Vapor for ‘A’ the identified eroded tubes, resulting Range centrifugal machines, resulting in reduction of fan consumptions and in energy savings of 44,300 kWh per improved APH performance. year. III) Ferro Alloy Division II) Power Division: Telangana Power Plant (Telangana) i. Optimized the lighting loads basing i. Sonic soot blowers were arranged on lux level at casing work shop, in one of the HP modules of waste RM yards, FP yards and sinter plant heat recovery unit, resulting in energy area, resulting in energy savings of savings of 62,41,500 kWh per year. 9,600 kWh per year.
ii. Variable frequency drive provided for ii. Extension of VAM system to Battery air conditioning – Vapor absorption Bank and UPS room to eliminate system at PP office and CPP control the 1.5Ton capacity Window Air room, resulting in energy savings of Conditioner, resulting in energy savings 5,110 kWh per year. of 12,000 kWh per year.
Power Plant (Odisha) iii. Replacement of 1st furnace 15kW shell cooling pump with 7.5kW i. Optimising the pumping of cooling pump, resulting in energy savings of water by varying the speed of the 24,000 kWh per year. Cooling Water Pumps in Unit-1 during single boiler operation, resulting in iv. Optimizing the operating time of energy savings of 816 kWh per day. Lime Splashers and Agitators at CCM, resulting in energy savings of ii. Optimising the running hours of 36,000 kWh per year. Cooling Tower fans in Unit-1 during part load operation, resulting in energy
30 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
31 Directors’ Report Directors’ Nava Bharat Ventures Limited Nava Bharat Ventures Inspection of all the Steam traps in of damaged Unit-1 and replacement steam traps. Sugar Division: Sugar Division: Power Reverse engineering for indigenous of box gear reduction of manufacture 32 MW Unit-1. i. Sugar Division/Power Division/Ferro Division/Ferro Sugar Division/Power Alloy Division: Division: Sugar Exchanger Heat Type Plate on lakhs ` 3.06 for A Range Centrifugals. Power Division: Division: Alloy Ferro for ` 4.30 lakhs on Intelligent Flow Control air line. compressed I) The efforts made towards technology towards made efforts The absorption The steps taken by the Company for The steps taken of energy utilizing alternate sources on energy The capital investment conservation equipments TECHNOLOGY ABSORPTION: (i) (ii) (iii) (B) I. NIL (Telangana) Plant II. Power (Odisha) Plant Power NIL I) (Telangana) Plant II) (Odisha) Power ` 8,00,000/- on sonic soot blowers Plant Power NIL III) Telangana NIL Odisha
Arrangement of light sensors instead of instead sensors of light Arrangement switching for auto manual controlling and FP RM yards of outdoor lighting at yards. meters at Installation of energy old EOT & Grab Cranes, Compressors, Floor system, Ground Batch Weighing MCC, Production DB, 15mtr floor for Office and Administrative Office of close monitoring and measurement power consumption. Inverter Installation of energy efficient type Air Conditioners in the place of Conference at conditioners type Air old Hall and Guest House. of Furnacetrimming Impeller in energy Pumps, resulting Circulation savings of 595,680 kWh per year. of Furnacetrimming Impeller Cooling Pump, resulting Transformer in energy savings of 52,560 kWh per year/annum. Air Control Installation of Godrej plant air System (IFC) for controlling in energy savings of resulting supply, 39,168 kWh per year. DP based operation of Reverse Air Fans in energy savings of in GCPs, resulting 584,000 kWh per year. Transformers Replacement of Welding resulting in Rectifiers, with Welding energy savings of 30,000 kWh per year. Conversion of operation of identified to star mode delta from motors in energy savings of mode, resulting 260,000 kWh per year. v. vi. vii. i. ii. iii. iv. v. vi.
Odisha ii. Providing energy meters for Boiler-1 iv. Fixing limit switches at the RMHS day ID fan, Boiler-1 PA fans, Instrument bunkers to indicate the raw material Air Compressor-1 in Unit-2 and for level and to stop the feeding when AHPC-1 and AHPC-2 in Unit-1. feeding reaches the top position in the day bunkers. iii. Performance evaluation of Unit-2 air compressors by conducting Free v. Installation of rain guns at raw material Air Delivery (FAD) test and operating yards. energy efficient compressors. Odisha iv. Development of Level based open- Installation of Godrej Intelligence Flow close logic for all LP and HP Heaters in Control system(IFC) for plant air compressors Unit-3. for the control of air flow.
v. Developing Tie breaker ON to capacitor (ii) The benefits derived like product bank auto ON logic. improvement, cost reduction, product development or import substitution vi. Modification of existing Unit-2, Bed I. Sugar Division: Ash System-4 and ash conveying line, NIL near Bed ash silo. II. Power Division: vii. Providing liners at outlet chute of VS-2 Power Plant (Telangana) in CHP to prevent erosion of mother plate. The Reduction Gear Box was procured indigenously instead of importing which viii. Erection and commissioning of saved huge cost and time. Ammonia dosing system for Unit-2 ESPs. Power Plant (Odisha) ix. Conducting insulation survey and i. Eliminating of steam escape through repairing the damaged insulated areas traps. at different places in Unit-1 and 2. ii. Monitoring of energy consumption. x. Installation of 100 cum/day Eco- iii. Evaluation of actual Free Air Delivery friendly Sewage Treatment Plant using (FAD) of the compressors. Bio-Digester and Phytorid Technology. iv. Safe, efficient and convenient operation. III. Ferro Alloy Division: Telangana v. Reduced MVAR import. i. Installation of Opacity Monitors at Gas vi. Increased mean time of conveying line Cleaning Plants 3 and 4. erosions and reduced compressed air ii. Installation of Vibration Transmitters at consumption. ID Fan of Gas Cleaning Plant-3. vii. Increased mean time of Vibrating iii. Installation of Pressure Transmitters Screen-2, mother plate erosion. at suction ducts of ID Fans for Gas viii. Performance optimization of ESPs of Cleaning Plants 3 & 4. Unit-2 and reduced emission level.
32 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 33 30.09 44.47 1,576.04 22,865.61 16,228.74 ( ` in lakhs) 31.03.2014 Directors’ Report Directors’ Previous Year Previous Year 12.98 18.68 1,529.49 32,803.51 21,392.64 31.03.2015 Current Year Current Year Nava Bharat Ventures Limited Nava Bharat Ventures The details of technology imported: The details of technology NIL The year of import: Not Applicable Whether the technology been fully absorbed: Not Applicable where If not fully absorbed, areas absorption has not taken place, and Not Applicable thereof: the reasons (b) (c) (d) Sugar Division/Power Division/Ferro Division/Ferro Sugar Division/Power Alloy Division: (a) Alloy Sugar Division/Power Division/Ferro Division: I. I. The expenditure incurred on Research on Research incurred The expenditure and Development In case of imported technology In case of years the last three (imported during of the the beginning from reckoned financial year) (iv) (iii)
NIL 2,17,000/- Minimized heat loss due to radiation. Minimized heat loss water. Reusing of effluent SPM levels as per On line monitoring of Pollution Control the norms of State Board. Continuous monitoring of vibrations room. control from levels in Monitoring of pressure SCADA. maintenance of RMHS. Improved water utilization and dust Waste suppression. ix. per year. x. Alloy Division: Ferro i. ii. iii. iv. v. Reduction in energy costs by ` III. FOREIGN EXCHANGE EARNINGS AND OUTGO: FOREIGN EXCHANGE EARNINGS Foreign exchange Earnings at FOB Value Foreign i. Export of Goods Foreign Exchange Outgo: Foreign i. CIF value of Imports iii. Others ii. Others ii. Interest ii. Interest (C)
Telangana Odisha Annexure – 3 ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES (Pursuant to Rule 8 of Companies [Corporate Social Responsibility Policy] Rules, 2014)
1. A brief outline of the Company’s CSR The Company endeavours to Policy, including overview of projects or • provide learning and acquiring knowledge through measures programs proposed to be undertaken and including formal schools; a reference to the web-link to the CSR • provide health care services through measures including preventive policy and projects or programs health care; and • provide livelihood through measures including vocational training. Web-link: http://www.nbventures.com/pdf/corporate_policies/03_pdf_2014-15_ csrpolicy.pdf 2. Composition of the CSR Committee Sri D. Ashok Chairman of the Company Chairman Dr. D. Nageswara Rao Independent Director Member Dr. C. V. Madhavi Independent Director Member 3. Average net profit of the Company for last ` 23,113.29 lakhs three financial years 4. Prescribed CSR Expenditure (two percent ` 462.27 lakhs of the amount as in item 3 above) 5. Details of CSR spend during the financial a. Total amount spent for the financial year: ` 465.18 lakhs year b. Amount unspent, if any : Nil c. Manner in which the amount spent during the financial year : Attached 6. In case the company has failed to spend Please refer to Item No.5(b) above. the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report 7. A responsibility statement of the CSR We hereby declare that implementation and monitoring of the CSR Committee that the implementation and policy are in compliance with CSR objectives and policy of the Company. monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company
T. Hari Babu P. Trivikrama Prasad D. Ashok Chief Financial Officer Managing Director Chairman CSR Committee
34 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
35
97.26 97.26 98.60
1 No. – Direct – No. 1
Directors’ Report Directors’ water drinking Tekulapally, Sanjay Nagar villages Nagar Sanjay Tekulapally,
Plants Plants available safe safe available
Singabhupalem, Koyyagudem, Koyyagudem, Singabhupalem,
Foundation Foundation Telangana
Safe Drinking Water Water Drinking Safe 8 Making Making (i)
Pusugudem, Nagaram, Nagaram, Pusugudem, Project
Khammam Dist., Dist., Khammam
5 Nos - Naandi Naandi - Nos 5 65.74 65.74 68.60 drinking water drinking
drinking water water drinking
available safe safe available
Dharmavaram village Dharmavaram
District, A.P. District,
Supply of treated treated of Supply 7
Making Making (i)
Hussain Puram village, village, Puram Hussain Program
East Godavari Godavari East Direct 3.08 3.08 2.00
Samalkot Town Samalkot
drinking water drinking
Santha Market Centre, Market Santha
Plants Plants District, A.P. District, available safe safe available
village, Ganapathi Nagaram & near near & Nagaram Ganapathi village,
Safe Drinking Water Water Drinking Safe 6 East Godavari Godavari East Making Making (i) Direct 28.44 28.44 28.00
Dontamuru village, Gorinta Gorinta village, Dontamuru Project
Nava Bharat Ventures Limited Nava Bharat Ventures
PROVISION OF SAFE DRINKING WATER DRINKING SAFE OF PROVISION
54.19 54.19 52.75
Camps
health care health
Kochilamada Villages Kochilamada
Odisha
Specialized Medical Medical Specialized 5
Promoting Promoting (i)
Charadagadia, Sibapur & & Sibapur Charadagadia, Program
Dhenkanal Dist., Dist., Dhenkanal Direct 5.96 5.96 5.00
rural areas rural
health care health Dist., A.P. Dist.,
Health Campaign in in Campaign Health 4
Promoting Promoting (i)
East Godavari Godavari East Village Kandrakota Program Direct 2.14 2.14 2.14
Kothagudem School of Mines of School Kothagudem
Gandhinagar, Sanjaynagar, Sanjaynagar, Gandhinagar,
surrounding areas surrounding
health care health
Palakoyyathanda, Sekharambanjara, Sekharambanjara, Palakoyyathanda,
Telangana
Health Campaign in in Campaign Health 3
Promoting Promoting (i)
Paloncha, Erragunta, Jagguthanda, Jagguthanda, Erragunta, Paloncha, Program
Khammam Dist., Dist., Khammam 4.11 Direct 4.55 4.55
Hyderabad
at NBEC NBEC at
health care health Telangana Eye Institute, Institute, Eye
Primary Health Center Center Health Primary 2
Promoting Promoting (i)
Paloncha Program Khammam Dist., Dist., Khammam 6.50 Hyderabad Hyderabad 6.50 6.50
Center (NBEC) Center
Hyderabad
at Nava Bharat Eye Eye Bharat Nava at Program 11.18 11.22 11.22
health care health
Telangana Eye Institute, Institute, Eye
Upgrading facilities facilities Upgrading 1
Promoting Promoting (i)
Paloncha Project Khammam Dist., Dist., Khammam 23.82 Hyderabad Hyderabad 23.82 23.82
PROMOTING HEALTH CARE HEALTH PROMOTING
period Over-heads (2)
agency reporting
projects or programs. programs. or projects wise program
Program State
implementing implementing of date
expenditure on on expenditure or project
Project or or Project
Local Area or other or Area Local District and and District
or through through or the to up
covered Sub-heads: (1) Direct Direct (1) Sub-heads: (budget)
No. spent direct direct spent Expenditure
activity identified activity
the Project is is Project the and District where projects or programs were undertaken were programs or projects where District and projects or programs programs or projects Outlay
CSR project or or project CSR Sl. Amount Amount Cumulative Cumulative Sector in which which in Sector
Projects or Programs (1) Local area or other (2) Specify the State State the Specify (2) other or area Local (1) Programs or Projects Amount spent on the the on spent Amount Amount
in lakhs) in ( ` `
Status as on 31.03.2015 on as Status CSR Projects / Programmes, budget allocation together with modalities of execution for 2014-15 for execution of modalities with together allocation budget Programmes, / Projects CSR Direct Direct Direct Direct Direct Direct Direct Direct Direct agency Amount or through spent direct ( ` in lakhs) implementing 4.88 0.55 6.00 6.90 10.76 93.61 26.49 14.54 47.92 12.87 36.18 period 148.43 date of up to the reporting Cumulative Expenditure
4.88 0.55 6.00 6.90 10.76 93.61 26.49 14.54 47.92 12.87 36.18 148.43 (2) Over-heads expenditure on Sub-heads: (1) Direct projects or programs projects or programs projects or programs. Amount spent on the 4.00 3.25 1.20 6.00 91.19 25.41 13.50 50.00 12.00 10.00 26.75 Outlay 151.19 Amount (budget) project or program wise District and State East Godavari District, A.P. Khammam Dist., Telangana Khammam Dist, Telangana Khammam Dist, Telangana Dhenkanal Dist., Odisha Khammam Dist, Telangana Khammam Dist, Telangana Khammam Dist, Telangana East Godavari District, A.P.
Local Area or other Z P High School, Dharmavaram village, Adi Andhrapeta, Samalkot Town Kothagudem, Khammam, Palakoya Thanda, Gandhinagar Paloncha Paloncha Kharagprasad Paloncha Paloncha Paloncha ZPH.School, Kattamuru, Students of East Godavari Dist. and District where projects or programs were undertaken Projects or Programs (1) Local area other (2) Specify the State Project Project Project Project or Program Program Project Project Program Program Project Project Program Promoting Promoting employment enhancing vocational skills Promoting special education Promoting Promoting employment enhancing vocational skills Promoting education Promoting Promoting employment enhancing vocational skills Promoting Promoting sanitation Promoting Promoting sanitation Promoting Promoting sanitation Promoting Promoting sanitation Sector in which the Project is covered (i) (ii) (ii) (i) (i) (ii) (ii) (i) (ii) CSR project or activity identified at Kothagudem Toilets Court for public New building for NBVI Computer course in NBVI Toilet Blocks at Toilet Brahmani Public School Sanitation in local area Nava Bharat Institute Vocational (NBVI) Nava Bharat High School Toilets for girl students Toilets in Govt. Schools. (toilet blocks at Adi Andhrapeta taken up instead of item no.33) Developing vocational skills
Sl. No. PROMOTING SANITATION 9 SKILLS PROMOTING EMPLOYMENT ENHANCING VOCATIONAL 13 PROMOTING EDUCATION 16 12 10 14 17 11 15
36 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 37
Directors’ Report Directors’
86.38 86.38 87.80
enhancement
Programme
livelihood livelihood
Spoken English English Spoken
education/ education/ Program 1.44 1.44 1.90
Telangana Supplementary Supplementary 26
Promoting Promoting (ii)
Khammam Dist., Dist., Khammam Mandals Kothagudem & Paloncha Project
Direct 5.12 5.12 5.33 School Play-ground Play-ground School
Brahmani Public Public Brahmani
education
Odisha Odisha Limited Nava Bharat Ventures
Development of of Development 25
Promoting Promoting (ii)
Dhenkanal Dist., Dist., Dhenkanal Kharagprasad Project Direct 2.95 2.95 3.00
School
Brahmani Public Public Brahmani
education
Odisha Odisha
Grant-in-Aid to to Grant-in-Aid 24
Promoting Promoting (ii)
Dhenkanal Dist., Dist., Dhenkanal Kharagprasad Program
Direct 5.63 5.63 6.00
support to Schools to support
education
Villages
Odisha Odisha
Providing Infrastructure Infrastructure Providing 23
Promoting Promoting (ii)
Kharagprasad & Charadagadia Charadagadia & Kharagprasad Project
Dhenkanal Dist., Dist., Dhenkanal
Direct 8.13 8.13 8.00
Schools
infrastructure in Govt. Govt. in infrastructure
education
Mulakalapally Mandals Mulakalapally Telangana
Providing Providing 22
Promoting Promoting (ii)
Paloncha, Kothagudem & & Kothagudem Paloncha, Project
Khammam Dist., Dist., Khammam Direct 9.06 9.06 9.00
Borrampalem village Borrampalem
Schools
Dharmavaram, MPP school school MPP Dharmavaram,
infrastructure in Govt. Govt. in infrastructure
education
Vommangi, Prathipadu and and Prathipadu Vommangi,
Providing Providing 21 District, A.P. District,
Promoting Promoting (ii)
MPP Schools in the Villages of of Villages the in Schools MPP Project
East Godavari Godavari East
Direct 2.06 2.06 1.95 Govt. Schools Govt.
education Telangana
Computer faculty in in faculty Computer 20
Promoting Promoting (ii)
Paloncha & Kothagudem Mandals Kothagudem & Paloncha Program Khammam Dist, Dist, Khammam 2.75 Direct 1.87 1.87
Khammam Dist. Khammam
Paloncha, Paloncha,
Dist. & NBRDS, NBRDS, & Dist.
backward students backward
Khammam Khammam
economically economically
education
Telangana Paloncha, Paloncha,
Free tutorials for for tutorials Free 19
Promoting Promoting (ii)
Paloncha & Kothagudem Mandals Kothagudem & Paloncha Program Khammam Dist, Dist, Khammam 3.00 Sevabharati, Sevabharati, 2.91 2.91
visual aids visual
schools, with audio audio with schools,
practicals in Govt. Govt. in practicals
conducting science science conducting
Laboratory for for Laboratory
Program 1.50 1.20 1.20
education Mobile Science Science Mobile 18 Telangana
Promoting Promoting (ii)
Paloncha & Kothagudem Mandals Kothagudem & Paloncha Project Khammam Dist, Dist, Khammam 6.76 Direct 6.10 6.10 (2) Over-heads (2) period
reporting reporting agency
program wise program projects or programs. programs. or projects
Program State
date of of date implementing implementing
project or or project expenditure on on expenditure
Project or or Project
Local Area or other or Area Local District and and District
up to the the to up or through through or
covered (budget) (budget) Sub-heads: (1) Direct Direct (1) Sub-heads:
No. Expenditure Expenditure spent direct direct spent
activity identified activity
the Project is is Project the and District where projects or programs were undertaken were programs or projects where District and Outlay Outlay projects or programs programs or projects
CSR project or or project CSR Sl. Cumulative Cumulative Amount Amount Sector in which which in Sector
Projects or Programs (1) Local area or other (2) Specify the State State the Specify (2) other or area Local (1) Programs or Projects Amount Amount Amount spent on the the on spent Amount
in lakhs) in ( ` ` - - - Direct Direct Direct Direct Direct agency Amount Disabled, Home For or through spent direct Secunderabad ( ` in lakhs) implementing - - 8.54 3.25 9.33 2.25 4.37 8.54 2.25 9.33 7.62 15.00 15.00 period 465.18 date of up to the reporting Cumulative Expenditure
- - 8.54 3.25 9.33 2.25 4.37 8.54 2.25 9.33 7.62 15.00 15.00 465.18 (2) Over-heads expenditure on Sub-heads: (1) Direct projects or programs projects or programs projects or programs. Amount spent on the 3.00 8.30 3.00 2.00 5.00 3.00 8.30 2.00 8.00 15.00 10.00 10.00 15.00 Outlay 463.39 Amount (budget) project or program wise District and State Khammam Dist., Telangana Khammam Dist., Telangana Ranga Reddy Dist., Telangana East Godavari Dist., A.P. East Godavari Dist., A.P. East Godavari Dist., A.P. Local Area or other Project Paloncha Paloncha Sampanbole Samalkot 5 villages around Pulimeru & Burugupudi villages Villages around Samalkot Villages around and District where projects or programs were undertaken Projects or Programs (1) Local area other (2) Specify the State SD Program Program Project Program Program Project or Program Program Empowering women Setting up homes for orphans Maintaining quality of soil Empowering women Rural development (x) Sector in which the Project is covered (iii) (iii) (iv) Forestry (iv) Agro (iii)
Construction of culverts* and *(Item deferred with additional replaced toilet blocks in Item No.11) CSR project or activity identified Administrative expenses Vocational Employment Centre for Women Contribution to Home for Disabled for care to provide disabled persons Maintaining & quality improving of soil Forestry Agro Entrepreneurial Entrepreneurial development of Women GRAND TOTAL
Sl. No. OF PERSONNEL BUILDING OF CSR CAPACITY 27 PROMOTING WOMEN EMPOWERMENT 28 SETTING UP HOMES FOR THE DISABLED 30 QUALITY OF SOIL MAINTAINING 31 DEVELOPING AGRO FORESTRY 32 RURAL DEVELOPMENT PROJECTS 33 29
38 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
39 9.89 45.01 45.09 Directors’ Report Directors’ of the Company % of total turnover 10721 35102 24104 Nava Bharat Ventures Limited Nava Bharat Ventures NIC Code of the Product / Service 91 40 6716 1500, 91 40 6716 1562 91 40 2300 1153 Fax: Sri M. S. Madhusudhan/Sri Mohd. Mohsinuddin E-mail: [email protected] www.karvycomputershare.com Website: Karvy Computershare Private Limited Karvy Computershare Limited) (Unit: Nava Bharat Ventures B, Plot No. 31 & 32 Karvy Selenium Tower Gachibowli, Financial District, Nanakramguda Hyderabad – 500 032, Telangana Tel: Yes 6-3-1109/1, Nava Bharat Chambers, Raj Bhavan Road Bhavan Road 6-3-1109/1, Nava Bharat Chambers, Raj Hyderabad – 500 082, Telangana 91 40 23403501 Fax: 91 40 23403013 Tel: E-mail: [email protected] Website:www.nbventures.com Company limited by shares/Indian non-government Company limited by shares/Indian Nava Bharat Ventures Limited Nava Bharat Ventures 07.11.1972 L27101TG1972PLC001549 : : : : : : : FORM NO. MGT-9 Extract of Annual ReturnExtract of Annual (Management and Administration) Rules, 2014] (Management and Administration) as on the financial year ended on 31.03.2015 as on the financial [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies 92(3) of the Companies Act, 2013 and [Pursuant to Section Sugar Power Ferro Alloys Ferro Name and Description of main Products / Services Name, Address and Contact details of Registrar Name, Address Agent, if any and Transfer Whether listed company Yes / No Whether listed company Yes Address of the Registered office and contact office the Registered of Address details Category/Sub-category of the Company Name of the Company Registration Date CIN
vii) vi) v) 3 iv) 2 iii) 1 ii) Sl. No. i) All the business activities contributing 10% or more of the total turnover as follows: of the Company All the business activities contributing 10% or more PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY PRINCIPAL REGISTRATION AND OTHER DETAILS AND OTHER REGISTRATION
II.
I. Annexure – 4 – Annexure III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. Name and Address of the Company CIN/GLN Holding/ % of Applicable No. Subsidiary/ shares Section Associate held 1 Nava Bharat Projects Limited U70102TG2007PLC052362 WOS 100.00 2 (87) 6-3-1109/1, Nava Bharat Chambers Raj Bhavan Road Hyderabad – 500 082 (Telangana) 2 Nava Bharat Realty Limited U70102TG2006PLC049888 WOS 100.00 2 (87) Road No.7, IDA Nacharam Survey Nos.617/3 – 617/13 Next to Nacharam Telephone Exchange Hyderabad – 500 076 (Telangana) 3 Nava Bharat Sugar and Bio Fuels Limited U74999TG2008PLC058559 WOS 100.00 2 (87) 6-3-1109/1, Nava Bharat Chambers Raj Bhavan Road Hyderabad – 500 082 (Telangana) 4 Nava Bharat Energy India Limited U40106TG2008PLC058560 Subsidiary 26.00 2 (87) 6-3-1109/1, Nava Bharat Chambers Raj Bhavan Road Hyderabad – 500 082 (Telangana) 5 Brahmani Infratech Private Limited U40109TG1999PTC032289 Subsidiary 65.74 2 (87) 6-3-1109/1, Nava Bharat Chambers Raj Bhavan Road Hyderabad – 500 082 (Telangana) 6 Nava Bharat (Singapore) Pte. Limited Not Applicable WOS 100.00 2 (87) 120, Lower Delta Road, #05-14 Cendex Centre Singapore - 169208 7 Maamba Collieries Limited Not Applicable Subsidiary 65.00 2 (87) Head Office: P.O.Box 99, Maamba Zambia 8 NB Tanagro Limited Not Applicable Subsidiary 100.00 2 (87) 8th Floor, Amani Place, Ohio Street Dar es Salam, Tanzania 9 Nava Energy Pte. Ltd. Not Applicable Subsidiary 100.00 2 (87) 120, Lower Delta Road, #05-14 Cendex Centre Singapore -169208 10 Nava Bharat Lao Energy Pte. Ltd Not Applicable Subsidiary 100.00 2 (87) 120, Lower Delta Road, #05-14 Cendex Centre Singapore -169208
40 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 0 0 0 0 0 0 0 0 0 0 0.51 0.23 0.74 0.74 % 41 during change the year 2 (6) 2 (87) 0 0 0 0 0 0 0 0 0 Section 5.57 Applicable % of Total Total 21.15 17.34 44.06 44.06 Shares Directors’ Report Directors’ 0 0 0 0 0 0 0 0 0 Total held % of 26.00 shares 100.00 4973510 18886044 15478686 39338240 39338240 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Physical 0 0 0 0 0 0 0 0 0 Associate Holding/ Subsidiary Associate Subsidiary/ Nava Bharat Ventures Limited Nava Bharat Ventures Demat 4973510 18886044 15478686 No. of Shares held at the end of the year 39338240 39338240 0 0 0 0 0 0 0 0 0
5.57 % of Total Total 20.64 17.11 43.32 43.32 Shares 0 0 0 0 0 0 0 0 0 Total 4973510 18425813 15283188 38682511 38682511 0 0 0 0 0 0 0 0 0 0 0 0 0 0 of the year Physical Not Applicable U40100TG1993PTC016204 CIN/GLN 0 0 0 0 0 0 0 0 0 No. of Shares held at the beginning Demat 4973510 18425813 15283188 38682511 38682511
Any other Any other - Trust Any other - Trust Banks/FI Banks/FI Bodies Corp. Bodies Corp. Other individuals State Govt (s) NRIs - Individuals Individual / HUF Central Govt. M/s. Nav Energy Pvt. Ltd. of the (Holding shares Company (NBVL) for the benefit of the Company (NBVL)) e) f) d) e) c) d) b) c) Foreign a) Indian a) b) SUB-TOTAL (A) (2) SUB-TOTAL TOTAL SHAREHOLDING OF TOTAL PROMOTERS (A)=(A) (1) + (A) (2) SUB-TOTAL (A) (1) SUB-TOTAL (2) PROMOTERS (1) Namphak Power Company Limited Namphak Power Company 4 House No. 045, Unit Ban Thongphantong Box 2108 Sisattanak District, P.O. Vientiane, Lao PDR Pvt Ltd Kinnera Power Company 6-3-1109/1, Nava Bharat Chambers Raj Bhavan Road Hyderabad – 500 082 (Telangana) Name and Address of the Company Name and Address A Category of Shareholders Category-wise Shareholding 11 12 Sl. No. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL OF TOTAL AS PERCENTAGE BREAKUP (EQUITY SHARE CAPITAL SHAREHOLDING PATTERN EQUITY) i)
IV. No. of Shares held at the beginning No. of Shares held at the end of the year % of the year change Category of Shareholders Demat Physical Total % of Demat Physical Total % of during Total Total the year Shares Shares B PUBLIC SHAREHOLDING (1) Institutions a) Mutual Funds 204608 0 204608 0.23 186508 0 186508 0.21 (0.02) b) Banks / FI 4855 14825 19680 0.02 9548 1705 11253 0.01 (0.01) c) Central Govt. 0 0 0 0 0 0 0 0 0 d) State Govt (s) 0 0 0 0 0 0 0 0 0 e) Venture Capital Funds 0 0 0 0 0 0 0 0 0 f) Insurance Companies 0 0 0 0 0 0 0 0 0 g) FIIs 29273313 0 29273313 32.79 26853011 0 26853011 30.07 (2.72) h) Foreign Venture Capital 0 0 0 0 0 0 0 0 0 Funds i) Others (specify) 0 0 0 0 0 0 0 0 0 SUB-TOTAL (B) (1) 29482776 14825 29497601 33.04 27049067 1705 27050772 30.30 (2.74) (2) Non-Institutions a) Bodies Corporate i. Indian 1489657 1647 1491304 1.67 1501480 1340 1502820 1.68 0.01 ii. Overseas 0 0 0 0 0 0 0 0 0 b) Individuals i. Individual shareholders 6978827 1016376 7995203 8.95 6888149 821326 7709475 8.63 (0.32) holding nominal share capital upto ` 1 lakh ii. Individual shareholders 8466193 135000 8601193 9.63 8516840 0 8516840 9.54 (0.09) holding nominal share capital in excess of ` 1 lakh c) Others (specify) i. Unclaimed Shares 671215 0 671215 0.75 642995 0 642995 0.72 (0.03) Suspense Account – Clause 5A.II ii. Directors and Relatives 282631 0 282631 0.32 282631 0 282631 0.32 0 iii. Nava Bharat Ventures 1400000 0 1400000 1.57 1400000 0 1400000 1.57 0 Employee Welfare Trust – Held by the Trustee - Barclays Wealth Trustees (India) Pvt. Ltd.* iv. Clearing Members 56658 0 56658 0.06 9100 0 9100 0.01 (0.05) v. Hindu Undivided Family 436719 0 436719 0.49 416297 0 416297 0.47 (0.02) vi. Trusts 7444 0 7444 0.01 12346 0 12346 0.01 0
42 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 0 0 0 0 0 0 0 0 0 0.12 0.04 0.02 0.04 2.50 0.01 Year 0.23 2.01 % 43 (0.74) during change the year during the 0 % change in shareholding 2.50 0.20 % of Total Total 25.65 55.94 Shares 0 0 0 0 0 0 0 0 0 0 0 0 0 100.00 Directors’ Report Directors’ 0
shares to total Total 176580 pledged or % of shares 2229645 encumbered 22898729 49949501 89287741 0 0 0.12 3.94 0.39 2.03 0.57 2.26 0.01 3.23 1.43 1.81 0.29 1.25 17.34 6110 of the shares the year Physical 828776 830481 830481 Company % of total 0 Nava Bharat Ventures Limited Nava Bharat Ventures Shareholding at the end of 7815 Demat 170470 No. of shares 2229645 111408 351315 505000 261615 No. of Shares held at the end of the year No. of Shares held at the end 3518778 1813836 2020545 2880905 1275000 1619469 1113000 22069953 49119020 88457260 15478686 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
0.19 % of Total Total 23.64 56.68 Shares 100.00 shares to total 0 0 pledged or % of shares encumbered Total 165262 21107629 50605230 89287741 0.12 3.94 0.39 1.91 0.57 2.26 0.01 3.23 1.39 1.79 0.29 1.21 total % of 17.11 of the shares 0 0 the year Company 6110 of the year Physical 1159133 1173958 1173958 7815 0 0 No. of shares 111408 351315 505000 261615 Shareholding at the beginning of 3518778 1708836 2020545 2880905 1240000 1594703 1082268 15283188 No. of Shares held at the beginning Demat 159152 19948496 49431272 88113783
Non Resident Indians Foreign Portfolio Foreign Investors vii. viii. TOTAL Smt. Pinnamaneni Shruthi Smt. Pinnamaneni Rajashree Sri Pinnamaneni Trivikrama Prasad (HUF) Sri Pinnamaneni Trivikrama Sri Pinnamaneni Trivikrama Prasad Sri Pinnamaneni Trivikrama Smt. Alluri Nilima Smt. Devineni Bhaktapriya Dr. Devineni Rajasekhar & Sri D.Ashok Dr. Dr. Devineni Rajasekhar Dr. Sri Nikhil Devineni Sri Ashwin Devineni Smt. Devineni Ramaa Sri Devineni Ashok Shareholder’s Name Shareholder’s SUB-TOTAL (B) (2) SUB-TOTAL Total Public Shareholding Shareholding Public Total (B)=(B) (1) + (B) (2) GRAND TOTAL (A+B+C) GRAND TOTAL SHARES HELD BY CUSTODIAN FOR GDRS & ADRS
12 11 10 9 8 7 6 5 4 3 2 1 Sl. No. Category of Shareholders C * Nava Bharat Ventures Employee Welfare Trust – Shares held by the Trustee - Barclays Wealth Trustees (India) Pvt. Trustees Wealth - Barclays Trustee held by the – Shares Trust Welfare Employee Bharat Ventures * Nava of Public Shareholding (1.57%). It is continued to be shown in the category Limited - held 14,00,000 Equity Shares and `non-public’ for the purpose of Securities format and it shall be construed as `non-promoter’ as per the current Regulations, 2014. Based Employee Benefits) of India (Share And Exchange Board Shareholding of Promoters Shareholding (ii)
Sl. Shareholder’s Name Shareholding at the beginning of Shareholding at the end of % change in No. the year the year shareholding during the No. of % of % of shares No. of % of total % of shares Year shares total pledged or shares shares pledged or shares encumbered of the encumbered of the to total Company to total Company shares shares Bodies Corporate: 13 M/s. Nav Developers Ltd. 7467845 8.36 0 7817845 8.76 0 0.40 14 M/s. A. N. Investments Pvt. Ltd. 4323118 4.84 0 4408349 4.94 0 0.10 15 M/s. S. R. T. Investments Pvt. Ltd. 3400000 3.81 0 3400000 3.81 0 0 16 M/s. A9 Homes Pvt. Ltd. 1132000 1.27 0 1132000 1.27 0 0 17 M/s. V9 Avenues Pvt. Ltd. 1084990 1.22 0 1109990 1.24 0 0.02 18 M/s. AV Dwellings Pvt. Ltd. 1017860 1.14 0 1017860 1.14 0 0 TOTAL 18425813 20.64 0 18886044 21.15 0 0.51 TRUST: 19 M/s. Nav Energy Pvt. Ltd. (Holding 4973510 5.57 0 4973510 5.57 0 0 shares of the Company (NBVL) for the benefit of the Company (NBVL) TOTAL 4973510 5.57 0 4973510 5.57 0 0 GRAND TOTAL 38682511 43.32 0 39338240 44.06 0 0.74
The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.
iii) Change in Promoters’ shareholding
Sl. Name of the Shareholder Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total No. of shares % of total shares of the shares of the company company 1 Sri D. Ashok At the beginning of the year 1082268 1.21 1082268 1.21 Acquisition on 24.09.2014 30732 0.04 1113000 1.25 At the end of the year* 1113000 1.25 2 Sri D. Nikhil At the beginning of the year 1240000 1.39 1240000 1.39 Acquisition on 24.09.2014 35000 0.04 1275000 1.43 At the end of the year* 1275000 1.43 3 M/s. V9 Avenues Private Limited At the beginning of the year 1084990 1.22 1084990 1.22 Acquisition on 24.09.2014 25000 0.03 1109990 1.24 At the end of the year* 1109990 1.24
44 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 1.91 1.95 2.00 2.03 2.03 8.36 8.57 8.75 8.75 1.79 1.81 1.81 4.84 4.94 4.94 45 company % of total shares of the Directors’ Report Directors’ during the year 1708836 7467845 7654186 7817845 1594703 4323118 1745537 1784931 1813836 1813836 7817845 1619469 1619469 4408349 4408349 Cumulative Shareholding Cumulative Shareholding No. of shares 1.91 8.36 0.21 0.18 1.79 4.84 0.04 0.05 0.03 0.03 0.09 Nava Bharat Ventures Limited Nava Bharat Ventures company % of total shares of the 36701 39394 28905 24766 85231 186341 163659 Shareholding at the beginning of the year 1708836 7467845 1594703 4323118 No. of shares At the beginning of the year At the beginning of the At the beginning of the year At the beginning of the year At the beginning of the year Acquisition on 18.11.2014 Acquisition on 28.11.2014 Acquisition on 31.03.2015 At the end of the year* Acquisition on 11.03.2015 Acquisition on 18.03.2015 At the end of the year* Acquisition on 31.03.2015 At the end of the year* Acquisition on 31.03.2015 At the end of the year* Sri P.Trivikrama Prasad Sri P.Trivikrama M/s.Nav Developers Limited Sri D. Ashwin M/s. A.N. Investments Private Limited
Name of the Shareholder 4 5 6 7 Sl. No. * The reason for increase in promoters shareholding during the year is due to acquisition from the market. from during the year is due to acquisition shareholding in promoters for increase * The reason
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Sl. Name of the Shareholder Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of % of total No. of % of total shares shares of the shares shares of the company company i. M/s. Highfields Capital Management LP A/c: HC Mauritius Ltd At the beginning of the year 8482989 9.50 8482989 9.50 At the end of the year 8482989 9.50 ii. M/s. J. Caird BMD MB At the beginning of the year 2952604 3.31 2952604 3.31 Sale on 23.03.2015 (955617) (1.07) 1996987 2.24 At the end of the year 1996987 2.24 iii. M/s. J. Caird MB At the beginning of the year 2386589 2.67 2386589 2.67 Sale on 23.03.2015 (526047) (0.59) 1860542 2.08 At the end of the year 1860542 2.08 iv. M/s. Retail Employees Superannuation PTY Ltd. as Trustee for Retail Employees Superannuation Trust At the beginning of the year 2170169 2.43 2170169 2.43 At the end of the year 2170169 2.43 v. M/s. Deutsche Securities Mauritius Limited At the beginning of the year 1845356 2.07 1845356 2.07 At the end of the year 1845356 2.07 vi. M/s. Copthall Mauritius Investment Limited At the beginning of the year 1664733 1.86 1664733 1.86 At the end of the year 1664733 1.86 vii. M/s. Wellington Management Company LLP A/C. Bay Pond MB At the beginning of the year 1458471 1.63 1458471 1.63 At the end of the year 1458471 1.63 viii. M/s. Nava Bharat Ventures Employee Welfare Trust through Barclays Wealth Trustees (India) Pvt. Ltd. At the beginning of the year 1400000 1.57 1400000 1.57 At the end of the year 1400000 1.57 ix. M/s. Morgan Stanley Asia (Singapore) Pte. At the beginning of the year 1385690 1.55 1385690 1.55 Acquisition on 23.03.2015 582369 0.65 1968059 2.20 At the end of the year 1968059 2.20 x. M/s.Credit Suisee (Singapore) Limited At the beginning of the year 1161600 1.30 1161600 1.30 At the end of the year 1161600 1.30
46 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 0.00 0.00 0.08 0.08 0.04 0.04 0.39 0.39 2.03 2.03 2.00 1.95 1.91 1.25 1.25 47 1.21 company % of total shares of the Directors’ Report Directors’ 2600 2600 during the year 70915 70915 32586 32586 No. of shares 351315 351315 1813836 1813836 1784931 1745537 1708836 1113000 1113000 1082268 Cumulative Shareholding Cumulative Shareholding 0.00 0.08 0.04 0.39 0.03 0.05 0.04 1.91 0.04 1.21 company Nava Bharat Ventures Limited Nava Bharat Ventures % of total shares of the 2600 70915 32586 28905 39394 36701 No. of shares 351315 Shareholding at the beginning of the year 1708836 30732 1082268 At the end of the year At the end of the year At the beginning of the year At the end of the year At the beginning of the year At the end of the year At the beginning of the year At the end of the year* At the beginning of the year Acquisition on 31.03.2015 Acquisition on 28.11.2014 Acquisition on 18.11.2014 At the end of the year* At the beginning of the year Acquisition on 24.09.2014 Acquisition on 24.09.2014 At the beginning of the year At the beginning of the
Sri T. Hari Babu – KMP Hari Sri T. Sri C. V. Durga Prasad Sri C. V. Sri G.R.K.Prasad Sri P.Trivikrama Prasad (HUF) Sri P.Trivikrama Sri P. Trivikrama Prasad Trivikrama Sri P. Sri D. Ashok Name of the Shareholder 5 4 3 2 1 Sl. No. * The reason for increase in Directors/KMP shareholding during the year is due to acquisition from the market. from during the year is due to acquisition shareholding in Directors/KMP for increase * The reason Shareholding of Directors and Key Managerial Personnel and Key Managerial of Directors Shareholding v)
V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in `) Secured Loans Unsecured Deposits Total excluding Loans Indebtedness deposits Indebtedness at the beginning of the financial year i) Principal Amount 1,408,527,351 303,000,000 - 1,711,527,351 ii) Interest due but not paid - - - - iii) Interest accrued but not due 11,531,671 - - 11,531,671 TOTAL (i+ii+iii) 1,420,059,022 303,000,000 - 1,723,059,022 Change in Indebtedness during the financial year Addition 921,637,265 - - 921,637,265 Reduction (963,549,200) (3,000,000) - (966,549,200) Net Change (41,911,935) (3,000,000) - (44,911,935) Indebtedness at the end of the financial year i) Principal Amount 1,378,147,087 300,000,000 - 1,678,147,087 ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - - TOTAL (i+ii+iii) 1,378,147,087 300,000,000 - 1,678,147,087
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager (Amount in `) Sl. Particulars of Remuneration Name of MD/WTD/Manager Total No. Sri Sri P. Trivikrama Sri G. R. K. Sri C. V. D. Ashok Prasad Prasad Durga Prasad 1 Gross salary (a) Salary as per provisions contained 14925000 14932165 20288385 14526295 64671845 in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) 1283377 1275086 1843014 1645842 6047319 Income-tax Act, 1961 (c) Profits in lieu of salary under 0 0 0 0 0 section 17(3) Income-tax Act, 1961 2 Stock Option 0 0 0 0 0 3 Sweat Equity 0 0 0 0 0 4 Commission - as % of profit 29262438 29262438 0 0 58524876 - others, specify… 5 Others, please specify Personal accident insurance premium 21000 21000 12600 12600 67200 Employer’s PF Contribution 1008000 1008000 1008000 1008000 4032000 Gratuity provision 611332 403846 610931 403846 2029955 EL provision 117383 -- 117993 -- 235376 6 Total (A) 47228530 46902535 23880923 17596583 135608571 Ceiling as per the Act 73156095 73156095 73156095 73156095 146312190
48 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
0 0 0 0 0 0 0 0 NA 49 Total Total 480000 Total 2000000 3,01,600 2480000 2480000 82,28,548 85,30,148 138088571 160943409 - - (Amount in `) (Amount in `) 0 0 0 0 0 0 0 Directors’ Report Directors’ 0 NA 75000 400000 Dr. C. V. C. V. Dr. 475000 475000 1,75,600 Madhavi 47,75,548 49,51,148 - - 0 0 NA Rao Dr. D. Dr. 142500 400000 542500 542500 Sri M. Subrahmanyam Company Secretary Nageswara - - Nava Bharat Ventures Limited Nava Bharat Ventures 0 0 0 0 0 0 0 0 NA 37500 Shekar 400000 437500 437500 1,26,000 Key Managerial Personnel 34,53,000 35,79,000 Dr. E. R. C. E. R. Dr.
- - Name of Directors 0 0 Dr. Dr. NA Sri T. Hari Babu Sri T. Chief Financial Officer Rao 112500 400000 M. V. G. G. M. V. 412500 412500 - - 0 0 NA Sri K. Reddi 112500 400000 512500 512500 Balarama Salary as per provisions contained in section 17(1) Salary as per provisions of the Income-tax Act, 1961 Profits in lieu of salary under section 17(3) Profits Income-tax Act, 1961 Particulars of Remuneration Gross salary Gross (a) (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 of perquisites (b) Value (c) Stock Option Sweat Equity Commission - as % of profit - others, specify… Others, please specify TOTAL Commission Others, please specify (2) TOTAL Independent Directors Independent Directors / committee Fee for attending board meetings Others, please specify Other Non-Executive Directors Other Non-Executive Directors / committee Fee for attending board meetings Commission TOTAL (B)=(1+2) TOTAL Remuneration Managerial Total Total (1) (1) Total Overall Ceiling as per the Act Particulars of Remuneration Particulars of Remuneration 1. 2. Sl. No. Sl. No. 1 2 3 4 5 Remuneration to Key Managerial Personnel Other than MD/Manager/WTD Remuneration to Key Managerial Remuneration to other Directors Remuneration to C. B.
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
Section Brief Details of Authority [RD / Appeal made, of the Description Penalty / NCLT / COURT] if any (give Type Companies Act Punishment/ Details) Compounding fees imposed A. Company Penalty Punishment Compounding B. Directors Penalty NIL Punishment Compounding C. Other Officers in default Penalty Punishment Compounding
50 43rd Annual Report 2014-15
COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
at the AGM held on 08.08.2014. on held AGM the at
The Board approved the above transactions at its meeting held on 30.05.2014 and the same were also approved by the shareholders shareholders the by approved also were same the and 30.05.2014 on held meeting its at transactions above the approved Board The
51
Financial Year. Financial
50 crores in a a in crores 50 exceeding ` `
Directors’ Report Directors’
The aggregate value not not value aggregate The
Power Plant at Paloncha. Paloncha. at Plant Power
for operation of its 150 MW MW 150 its of operation for
Bharat Energy India Limited Limited India Energy Bharat
mutually.
548.12 lakhs. 548.12 for ` `
Company’s Subsidiary, Nava Nava Subsidiary, Company’s Step down Subsidiary down Step
terms and conditions will be decided decided be will conditions and terms
received, sale of fixed assets assets fixed of sale received,
or facility extended to the the to extended facility or
Company’s premises and hence the the hence and premises Company’s
fly ash bricks, utility charges charges utility bricks, ash fly
goods, material services services material goods,
of which was located in the same same the in located was which of
Lease rent received, sale of of sale received, rent Lease
The provision of certain certain of provision The N.A.
fully owned by the Company, the Unit Unit the Company, the by owned fully
Nava Bharat Energy India Limited is is Limited India Energy Bharat Nava NIL
Nava Bharat Ventures Limited Nava Bharat Ventures
Limited
1,310.21 lakhs. 1,310.21 was ` `
Nava Bharat Energy India India Energy Bharat Nava 5
financial year. financial Support Services income income Services Support
18 crores in a a in crores 18 exceed ` ` Project Management and and Management Project b) Maamba Collieries Limited. Collieries Maamba
Support Services may not not may Services Support third party offering similar services to to services similar offering party third
Project Management and and Management Project rate per man hour charged by a a by charged hour man per rate
services is based upon the prevailing prevailing the upon based is services
Fee for providing project support support project providing for Fee
Company.
Bank Guarantees are extended to the the to extended are Guarantees Bank lakhs
financial year. financial charged by commercial banks in case case in banks commercial by charged 121.21 121.21 i.e @0.875% ` `
Step down Subsidiary down Step 6 crores in a a in crores 6 exceed not ` ` is similar to that of the commission commission the of that to similar is on Corporate Guarantees Guarantees Corporate on
guarantee commission may may commission guarantee taken by Maamba Collieries Limited Limited Collieries Maamba by taken Guarantee Commission Commission Guarantee a)
The income on account of of account on income The N.A.
by the Company to Banks on Loans Loans on Banks to Company the by Maamba Collieries Limited Collieries Maamba 4
on the corporate guarantees provided provided guarantees corporate the on
Wholly owned Subsidiary owned Wholly
orders.
Lakhs
The guarantee commission charged charged commission guarantee The
Financial Year Financial
for shipments on receipt of export export of receipt on shipments for
27,191.11 27,191.11 to aggregated ` `
600 crores in a a in crores 600 exceed not ` `
Nava Bharat (Singapore) Pte.Limited Pte.Limited (Singapore) Bharat Nava
Exports of Ferro Alloys Alloys Ferro of Exports Pte.Limited
Exports of Ferro Alloys would would Alloys Ferro of Exports N.A.
NIL
The Company raises Invoices on on Invoices raises Company The
Nava Bharat (Singapore) (Singapore) Bharat Nava 3 NIL
25%
Chairman
increment not exceeding exceeding not increment
and experience of the Appointee. the of experience and S/o Sri. D. Ashok, Ashok, D. Sri. S/o
per month with an annual annual an with month per
commensurate with the qualification qualification the with commensurate
Appointment as Manager as Appointment Remuneration of USD 4000 4000 USD of Remuneration years 5
Appointment and remuneration remuneration and Appointment
NIL Sri. D. Nikhal D. Sri. 2
exceeding 25% 25% exceeding
Limited. Chairman
an annual increment not not increment annual an
through Nava Bharat (Singapore) Pte. (Singapore) Bharat Nava through S/o Sri. D. Ashok, Ashok, D. Sri. S/o
875,000 per annum with with annum per 875,000
various new ventures in overseas overseas in ventures new various
Revision of remuneration of Revision Remuneration of USD USD of Remuneration years 5
The Company has been undertaking undertaking been has Company The
NIL
Sri. D. Ashwin D. Sri. 1
Nature of Relationship of Nature
contract
No.
Related Party and and Party Related
arrangements /transactions arrangements
of the the of
arrangements /transactions arrangements
The Name of the the of Name The Sl. contracts
Advance, if any if Advance,
Nature of contracts/ of Nature
Duration Duration
Salient terms of contracts/ of terms Salient Justification for entering into into entering for Justification Amount paid as as paid Amount
Details of contracts or arrangements or transactions: or arrangements or contracts of Details 1.
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Rules, (Accounts) Companies the of 8(2) Rule and Act the of 134 Section of (3) sub-section of (h) clause to (Pursuant
AOC 2 AOC
Disclosure of Particulars of Contracts/Arrangements entered into by the Company with Related Parties referred to in to Parties referred with Related into by the Company entered of Contracts/Arrangements of Particulars Disclosure 188 of the Companies Act, 2013 Sub Section (1) of Section Annexure – 5 – Annexure NIL NIL NIL NIL NIL Amount paid as Advance if any
Managing Director P. Trivikrama Prasad Trivikrama P. 53,787/-) per month 53/- per Sft. The rent paid by the Company is 53/- per Sft. The rent Interest is reasonable and also would be the be and also would reasonable is Interest same as may be earned by the Company on an may not exceed 10% in any average. Interest in a financial year. financial year i.e. ` 3 crores The Commission on guarantees and interest on The Commission on guarantees and interest similar to the charges by others and loan are length basis. on an arm’s Provision of accommodation or House Rent of accommodation or Provision Allowance (60% of basic salary) during the is of the Executive Director tenure present by approved as a part of total remuneration on Resolution Special by Body General the 16.08.2013. House Rent of accommodation or Provision Allowance (60% of basic salary) during the (Business of the Director tenure present Development) is as a part of total remuneration by the General Body Special approved Resolution on 16.08.2013. The Company has let out 2nd Floor of the of ` 5,08,406/- (including at a rent Premises of ` Service Tax ` by the Company in received lower than the rent paid is below Hence, rent the same premises. length price and in the ordinary the arm’s course of business. admeasuring an area of 8539 Sft at a rent of of 8539 Sft at a rent admeasuring an area Justification for entering into contracts
Service accommodation. accommodation. 12,60,000/- as rent to his 12,60,000/- as rent to his 12,60,000/- as rent 1,26,683/- (including Payment of interest at a rate Payment of interest interest i.e. annum per 9% of of ` 2.70 crores. ` spouse towards ` spouse towards for the Registered Rent paid of the Company at Office Floor of ‘Nava Bharat 3rd Chambers’ for 3000 Sft. at a rate of ` 37/- per sft. i.e The income on account of guarantee commission ` 62.66 lakhs. is ` income on loan is The Interest ` 35.41 lakhs. Tax). Salient terms of contracts/ arrangements /transactions N.A. N.A. N.A. N.A. N.A. N.A. Duration of the contract
Interest on Loan 5% per Interest annaum i.e ` 35.41 lakhs Guarantee on Corporate Guarantees Commission @0.875% i.e ` 62.66 lakhs 1,26,683/- (including Service 12,60,000/- from April, 2014 12,60,000/- from April, 2014 12,60,000/- from b) M/s.Mantri Technology Parks M/s.Mantri Technology Pvt.Ltd., of ` 30 crores. ` to June, 2014 ` to June, 2014 ` of ` 13,283/-) Tax a) Payment of interest on Payment of interest from the deposit received House Rent to an extent of House Rent to an extent of Rent paid per Month Nature of contracts/ arrangements /transactions
Smt.G.S.P.Kumari Smt.C.Umamaheswari Dr.D.Rajasekhar Nava Bharat (Singapore) Pte. Limited Subsidiary Company W/o. Sri G.R.K.Prasad Executive Director Prasad W/o. Sri C.V.Durga (Business Director Development) of Sri D.Ashok Brother Chairman The Name of the Related Party and Nature of Relationship Brahmani Infratech Private Limited
2 3 4 5 Sl. No. 1 G. R. K. Prasad Executive Director The Board approved the above transactions 1,2,3, 4 at its meeting held on 30th May, 2014, 5(a) on 20th October, 2014 and 5(b) on 2014, 5(a) on 20th October, the above transactions 1,2,3, 4 at its meeting held on 30th May, approved The Board 2015. 17th January, Details of material contracts or arrangements or transactions at arm’s length basis: Details of material contracts or arrangements transactions at arm’s 2.
52 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS NA NA 53 Date of maturity 30.04.2016 For Loans NA NA 5% Directors’ Report Directors’ Rate of Interest
02.05.2013 17.01.2015 17.01.2015 Date of passing of Board Resolution 20.10.2014 17.01.2015 02.05.2013 Nava Bharat Ventures Limited Nava Bharat Ventures Time period period Time for which it is made/given 30.10.2014 to 30.04.2016 NA NA (`) Amount of loan/security/ acquisition / guarantee 171,86,12,500 37,49,70,000 103,61,82,500 Name and address of the person or body corporate to whom it is made or given or whose securities have been acquired (listed/unlisted entities) Standard Chartered Chartered Standard Bank Nava Bharat Pte. (Singapore) Limited Nava Bharat Pte. (Singapore) Limited Date of making loan/ acquisition/ giving guarantee/ providing security 30.10.2014 21.01.2015 15.04.2014 12.05.2014 23.02.2015 23.03.2015 Purpose For making investments in ongoing projects, taken up by the Subsidiaries. For making investments in ongoing projects, taken up by the Subsidiaries. For making investments in ongoing projects, taken up by the Subsidiaries.
The aggregate investments made, guarantees and loans given as on 31.03.2015 have been provided in the financial the in provided been have 31.03.2015 on as given loans and guarantees made, investments aggregate The statements (Note Nos. 17, 18, 23 and 41).
Nature of transaction (whether loan/ guarantee/ security/ acquisition) Corporate Guarantee Loan Towards Equity Towards Capital Share Note:
Particulars of Loans, Guarantees or Investments during the FY 2014-15 under Section 186 of the Companies Act, 2013 the Companies Act, under Section 186 of the FY 2014-15 or Investments during of Loans, Guarantees Particulars Annexure – 6 – Annexure Annexure – 7 Remuneration Policy
PREAMBLE: payments may be effected to individual Board Members for specific projects which cannot be classified as This Policy covers the remuneration and other terms of ordinary tasks for Board Members, as well as for employment for the Company’s Executive Team. The work in Sub-Committees of the Board, as applicable remuneration policy for members of the Board and for subject to necessary approvals as per the Companies Management aims at improving the performance and Act, 2013. Payments for such tasks shall be subject to enhancing the value of the Company by motivating and approval by the other Board Members. The Company retaining them and to attract the right persons to the right shall secure immunity for the Board of Directors and jobs in the Company. the KMP for all claims that can eventually be made 1. The Objective: against them, connected to their work on behalf of the Company. The object of this Remuneration Policy is to make the Company a desirable workplace for competent 4. Senior Executives – Terms of Employment: employees and thereby secure competitiveness, future The amount of basic salaries and other remuneration development and acceptable profitability. In order to shall take into account education, working achieve this, it is imperative that the Company is in experience and previous employment. Other details a position to offer competitive remuneration in all of remuneration and other benefits, as well as terms operational locations. Remuneration of executives and of notice, shall be mentioned in the employment other key employees shall take into consideration the contract. Bonuses and stock incentives shall also be remuneration of other employees of the Company included in the employment contract, as specified in and thereby aim to secure coordinated and fair the Remuneration Policy. Remuneration Policy for the Company. When stipulating the period of notice for termination 2. Nomination and Remuneration Committee: of the employment contract, the period may be directly The Board of Directors appoints a Nomination and related to the nature or duration of the employment of Remuneration Committee which shall consist of three the Senior Executives. The employment contract shall members of the Board of Directors. The Committee also stipulate the terms of notice. shall work in accordance with a special mandate of the Board. The Nomination and Remuneration Committee The basic salary of the Senior Executives shall be shall be advisory to the Board of Directors and the revised periodically and shall be based on evaluation Managing Director regarding terms of employment of the performance of the Senior Executives, the for the executives of the Company and setting a development of salaries for similar positions in Remuneration Policy. The Committee shall also comparable companies and the general performance supervise that terms of employment of employees are and operations of the Company. in line with the Remuneration Policy. The employment contract should include and stipulate 3. Remuneration of the Board of Directors: all payments due to the Senior Executives upon The Promoter Directors should be paid a profit related termination of the contract. commission apart from salary and perquisites. The 5. Incentives: Working Directors shall be paid a monthly salary, The employees may be paid incentives or offered stock according to decision taken by the Annual General incentives, based on specific plans prepared by the Meeting in that respect, as specified in the Act. Board of Directors. Incentives shall be directly related to The Board of Directors shall take into account the the working performance of the individual employees, time spent by the Board Members on their duties, their status and responsibility, the economical their responsibilities, as well as the operational and performance of the Company, the achievements of economical performance of the Company. Additional certain operational goals, including reaching certain
54 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 55 Directors’ Report Directors’ Nava Bharat Ventures Limited Nava Bharat Ventures The level and composition of remuneration The level and composition of remuneration to attract, and sufficient is reasonable of the quality motivate Directors and retain to run the Company successfully. required to Relationship of remuneration performance is clear and meets appropriate performance benchmarks; and Key Managerial Remuneration to Directors, personnel and senior management involves pay and incentive between fixed a balance short and long term performance reflecting to the working of objectives, appropriate the Company and its goals. The Nomination and Remuneration Committee, The Nomination and Remuneration Committee, will while formulating the policy under (b) above that: ensure i. ii. iii. that such Policy shall be disclosed in the Provided Report. Board’s The Nomination and Remuneration Committee The Nomination and Remuneration Committee shall formulate the criteria for determining and qualifications, positive attributes time. to time from director a of independence a to the Board The Committee recommends for the to the remuneration relating policy, Key Managerial Personnel and Other Directors, Employees. The Nomination and Remuneration Committee The Nomination and qualified to who are shall identify persons may be appointed and who become directors with the in accordance in senior management their to the Board criteria laid down, recommend shall carry out and appointment and removal performance. evaluation of every director’s The role and responsibilities of the position are of the position are and responsibilities The role the criteria for determining the qualification and positive attributes. The criteria for independence of (c) (b) been vested with the powers for administration of been vested with the Remuneration policy: (a)
The terms of reference of the Nomination and The terms of reference Remuneration Committee, inter alia, consist of service the overall compensation policy, reviewing performance incentive and other agreements, and employment conditions of Executive Director(s) Senior Management Personnel. Nomination and of the The recommendations and approved considered Remuneration Committee are of subject to the approval of Directors, by the Board Additionally, necessary. wherever the shareholders, the Nomination and Remuneration Committee has The Nomination and Remuneration Committee is The Nomination and Directors, of Board the to proposal make to authorized of the Company individual key employees offering in addition to the set stock incentives in the Company, terms in the individual employment contracts. be shall employees key whether evaluating, When stock incentives, the status and responsibilities, offered of each prospects working performance and future Such stock individual shall be taken into consideration. are incentives can only be granted if the individuals when the time at the Company for the working still awarded. incentives are stock decides to offer of Directors If the Board a stock incentives to key employees of the Company, to shareholders incentive plan shall be presented to the shall present The Board meeting, for approval. of such details the prescribed Annual General Meeting stock incentive plan. incentive The Company shall enter into written stock shall agreements with employees. The agreements down in the always be subject to the conditions laid guidelines. relevant budget targets. Such incentives can only be paid out incentives budget targets. Such for the Company still working to employees who are for payment for the due are or when the incentives period of service. Terms of Reference: Terms Stock Incentives: 7.
6.
Independent Directors are as specified under Section The annual report of the Company also sets out 149(6) of the Companies Act, 2013. details of the total remuneration and benefits allowed to the Senior Executives drawing a total The Committee prescribes the details of qualifications, remuneration of above ` 60 lakhs per annum or skills, etc., required as per the needs and also such higher stipulated sum under the Companies determines the remuneration with breakup at the time Act, 2013. of appointment of Directors and all members of the Senior Management, one level below the Executive The Nomination and Remuneration Committee Directors including the functional heads. considers a) the financial position and profitability of the Company; b) nature and responsibility of The criteria for the appointment of Directors, KMPs the position; and c) remuneration packages and Senior Management Personnel are as follows: prevailing in industry or other organisations comparable in regard to the size and complexity A person for appointment as Director, KMP or in Senior of operations. Management should possess adequate qualification, expertise and experience for the position considered II. The principles for fixed salaries: for appointment. The Committee decides whether The Executives’ fixed salary shall be competitive qualification, expertise and experience possessed by a and based on the individual Executive’s person are sufficient for the concerned position. The responsibilities and performance. Committee ascertains the credentials and integrity of the person for appointment as Director, KMP or Senior III. The principal terms of variable salary and incentive Management level and recommends to the Board his / schemes, including the relation between fixed her appointment. and variable components of the remuneration and the linkage between performance and The Committee, while identifying suitable persons for remuneration: appointment to the Board, will consider candidates on merit against objective criteria and with due regard for The Executives may receive variable salaries in the benefits of diversity on the Board. addition to fixed salaries.
The Nomination and Remuneration Committee The variable salary may be based on inter alia the presently comprises three (3) Directors who are all performance of the Company or the Unit where independent. the Executive is employed. The performance will be related to the fulfilment of various The details of composition of the Nomination and improvement targets or the attainment of certain Remuneration Committee along with attendance of financial objectives. the Committee Members at the meetings held during the year would be disclosed in the Annual Report of Such targets will be set by the Board and may the Company. relate to inter alia operating income, operating margin or cash flow. The Board may under certain 8. Remuneration – General Principles: conditions decide to cancel or limit variable salary I. Guiding principles for remuneration and other terms to be paid to the Executives. of employment: The guiding principle is that the remuneration and IV. The principal terms of non-monetary benefits, the other terms of employment for the Executives superannuation, notice of termination and shall be reasonable, adequate and competitive in severance pay: order to ensure that the Company could attract a) Non-monetary benefits: and retain competent Executives. The Executives may be provided customary
56 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 57 Directors’ Report Directors’ Nava Bharat Ventures Limited Nava Bharat Ventures Section 134(3)(p): The manner in which formal Section 134(3)(p): of been made by the Board annual evaluation has and that of its Committees its own performance be disclosed in the shall and individual Directors Report (self evaluation). Board’s and Remuneration Section 178(2): The Nomination of every Committee shall carry out evaluation performance. Director’s Act Schedule IV appended to the Companies of stipulates that the performance evaluation entire be done by the shall Independent Directors being Directors the excluding Directors of Board evaluated. of performance On the basis of the report to evaluation it shall be determined whether of the extend or continue the term of appointment Independent Director. shall of Independent Director The re-appointment of performance evaluation. be on the basis of report stipulates Clause 49 IV B.2 of the Listing Agreement that the Nomination and Remuneration Committee of has to formulate the criteria for evaluation and Board. Independent Directors corporate and monitor to to contribute Ability governance practices. international Ability to contribute by introducing top management issues. best practices to address Active participation in long term strategic planning. Legal Provisions: 1. 2. 3. 4. Performance indicators for evaluation: – roles key three have Directors Independent of and guidance. Some governance,control the performance indicators based on which the may be evaluated are: Independent Directors • • • Performance Evaluation: 9.
Long Term Incentives: Long Term may be Incentives (“LTI’s”) Long Term and executives senior certain to provided of creation eligible employees to reward incentives to value, and provide shareholder value as well as to attract and further create executives. retain The Company believes that the most for created can be value that significant will occur by way of Senior shareholders Executives’ delivering on the strategic from outcomes and goals set by the Board time to time. Arrangements: Additional of In addition to the main conditions employment, a number of additional the arrangements apply to members of Management. These additional of Board arrangements, such as expense and insurance, medical allowances, relocation car accident insurance and Company in line with broadly arrangements are In those of other competitive companies. the event of disablement, the employees entitled to benefits in line with other are coverage from benefit also They companies. and Officers Directors under the Company’s (D&O) policies. The Company policy forbids personal loans to Non-Executive Directors would Directors and the loans to Working be as permitted by the Companies Act, 2013. non-monetary benefits such as Company non-monetary benefits or medical health care cars and Company in individual thereto allowance. In addition and other benefits cases Company housing may also be offered. b) c)
• Commitment to the fulfilment of a Director’s basis. This evaluation is done by the entire Board led by obligations and fiduciary responsibilities- the Chairman of the Board with specific focus on the performance and effective functioning of the Board, Attendance: The performance evaluation of Committees of the Board and individual Directors Independent or non-executive members is done by the and report the recommendation to the Board. The Board annually based on criteria of attendance and evaluation process also considers the time spent by Contributions at Board/Committee Meetings as also each of the Board Members, core competencies, for the role played other than at Meetings. personal characteristics, accomplishment of specific responsibilities and expertise. Criteria formulated by Nomination Committee for evaluation of Independent Directors and Board 10. Authority to decide on deviations from this Committees and Individual Directors: Policy: In line with corporate governance guidelines, The Board of Directors may deviate from this Policy, if evaluation of all Board Members is done on an annual there are reasons to do so in individual cases.
58 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 59 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Directors’ Report Directors’ Ratio 64.3x 47.4x 1.18x 1.38x 1.46x 1.38x 1.28x 127.2x 126.3x % increase in % increase remuneration Nava Bharat Ventures Limited Nava Bharat Ventures Disclosure Name of the Director Sri D. Ashok, Chairman Prasad, MD Trivikrama Sri P. Sri G. R. K. Prasad, ED (Bus. Dev.) Durga Prasad, Director Sri C. V. Director R. C. Shekar, E. Dr. Sri K. Balarama Reddi, Director Nageswara Rao, Director D. Dr. G. Rao, Director V. M. Dr. Madhavi, Director V. C. Dr. Name of Director Sri D. Ashok, Chairman MD Prasad, Trivikrama Sri P. Sri G. R. K. Prasad, ED (Bus. Dev.) Durga Prasad, Director Sri C. V. Director R. C. Shekar, E. Dr. Sri K. Balarama Reddi, Director Nageswara Rao, Director D. Dr. G. Rao, Director V. M. Dr. Madhavi, Director C. V. Dr. Hari Babu, CFO Sri T. Sri M. Subrahmanyam, CS by of the employees increased The median remuneration was no increment 9.34%. The employees of the unit where have been excluded while arriving at the median considered remuneration. as on 31st March, employees on the rolls 984 were There 2015.
Requirements The ratio of the remuneration of each Director to of each Director The ratio of the remuneration the employees for the of the median remuneration financial year of each in remuneration increase The percentage CFO, CEO, CS in the financial year Director, The percentage increase in the median remuneration in the median remuneration increase The percentage of employees in the financial year The number of permanent employees on the rolls of the Company
Sl. No. I II III IV
Particulars of Employees Particulars and other details in terms of remuneration to the median employee’s of each Director The ratio of the remuneration and Rule 5(1) of the Companies (Appointment with read 197 of the Companies Act, 2013 Sub-section 12 of Section 2014: Remuneration) Rules, Annexure – 8 – Annexure Sl. Requirements Disclosure No. V The explanation on the relationship between Factors considered for increase in remuneration: average increase in remuneration and Company 1. Industry benchmarking performance 2. Increase in DA points 3. Financial Performance of the Company 4. Increase given in comparable organisations The average increase in remuneration (Cost to Company basis) was 17.94%, which contains salary increases of senior staff who are given increases once in two years. VI Comparison of the remuneration of the Key For the FY 2014-15, Key Managerial Personnel were paid Managerial Personnel against the performance of remuneration of about 10.29% of the net profits for the year. the Company VII Variations in the market capitalization of the Sl. Particulars As on 31st As on 31st Company, price earnings ratio as at the closing date No. March, 2015 March, 2014 of the current FY and previous FY and percentage 1 Market NSE 1,58,842 NSE 1,40,806 increase over decrease in the market quotations of Capitalisation the shares of the Company in comparison to the (` in Lakhs) BSE 1,59,601 BSE 1,41,878 rate at which the Company came out with the last 2 Price Earnings 11.15 7.29 public offer Ratio (Considering Standalone EPS) 3 EPS on 15.96 21.63 Standalone (`) 4 Net Worth of 2,53,465 2,44,887 the Company (` in Lakhs) The Deccan Sugar & Abkhari Co. Ltd. was amalgamated with the Company in 1982 and there was no Initial Public Offer by the Company.
The Company came out with a Rights Issue in 1996 at the price of ` 60/- [` 10/- (face value) +` 50/- {premium}] per equity share. As on 31st March, 2015, the Market Quotation of the Company’s Share Price [face value: ` 2/-] (closing price) is as follows: Stock Exchange As on As on 31.03.2015 31.03.2014 NSE 177.90 157.70 BSE 178.75 158.90
60 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 61 3.32 3.29 1.68 1.24 0.03 0.04 0.04 0.04 0.03 0.25 0.35 Company as % of net profit of the of profit Directors’ Report Directors’ Remuneration Nava Bharat Ventures Limited Nava Bharat Ventures Disclosure The average percentage increase already made in the salaries made in already increase The average percentage was 17.94%, personnel than managerial of employees other given who are of senior staff increases which contains salary was made in no increase Further, once in two years. increases the last financial year. during the salaries of Directors the managerial remuneration, was made in Since, no increase in the managerial for increase exceptional circumstances does not arise. remuneration & Key Managerial Name of the Director Personnel Sri D. Ashok, Chairman MD Prasad, Trivikrama Sri P. Sri G. R. K. Prasad, ED Durga Prasad, Sri C. V. Dev.) (Bus. Director Director R. C. Shekar, E. Dr. Sri K. Balarama Reddi, Director Nageswara Rao, Director D. Dr. G. Rao, Director V. M. Dr. Madhavi, Director V. C. Dr. Hari Babu, CFO Sri T. Sri M. Subrahmanyam, CS The salary and allowances drawn by the Directors are in are Directors by the drawn The salary and allowances of the Shareholders. with the approval accordance in excess of the highest remuneration No employee received paid Director. remuneration remuneration is as per the that the It is affirmed policy of the Company Requirements Average percentile increase already made in the already increase percentile Average other than the managerial salaries of employees year and its comparison personnel in the last financial managerial in the increase with the percentile and point thereof and justification remuneration for any exceptional circumstances are out if there in the managerial remuneration increase Comparison of each remuneration of the Key Comparison of each remuneration of Managerial Personnel against the performance the Company The key parameters for any variable component of availed by the Directors remuneration The ratio of the remuneration of the highest paid The ratio of the remuneration not are who employees the of that to Director in excess of the remuneration but receive Directors during the year highest paid Director remuneration is as per the that the Affirmation policy of the Company remuneration Sl. No. VIII IX X XI XII Annexure – 9 No No No No No Yes Yes of the Company or Manager employee is a relative of any Director Whether the Director/ Director/ Director) above the Whole-time held by the of Managing remuneration remuneration was in receipt was in receipt (No employee Not Applicable of remuneration the meaning of The percentage of equity shares employee in the Company within rule (2) of Rule 5 clause (iii) of sub------Ltd. Ltd. Ltd. General General Director Director The last Regional Manager Company joining the Nav Chrome Nav Chrome held before DCL Polysters Insurance Co. employment ICICI Lombard ICICI Lombard 58 62 57 64 57 56 68 Age Date of ment of 28.08.1981 01.08.1981 16.08.1995 01.07.1973 01.04.1997 02.08.2010 01.07.1974 Commence- employment B.E. and B.Sc., B.Com M.B.A. M.B.A. PSDFM (U.S.A.) B.Tech., B.Tech., AICWA, B.Com., 33 Years 33 Years 34 Years 42 Years 32 Years 34 Years 41 Years (Mechanical) & F.C.S. F.C.A. Qualification experience of the employee M.B.A. (U.S.A.) Rules - DO - DO - DO - DO - DO As per whether Nature of otherwise Company’s Company’s Contractual employment, contractual or 91.30 78.73 472.28 469.02 238.81 175.97 158.79 received ( ` in lakhs) Remuneration Gross Remuneration includes salary, taxable allowances, commission, value of perquisites as per the Income-tax Rules, 1962 and taxable allowances, commission, value of perquisites Remuneration includes salary, Gross fund/superannuation fund. contribution to provident Company’s Sri D.Ashok Chairman Name & Designation Sri P.Trivikrama Sri P.Trivikrama Prasad Managing Director Sri G.R.K.Prasad Executive Director Sri C.V. Durga Sri C.V. Prasad Director(Business Development) Sri J.Ramesh Executive Vice (FAP-O) President Sri P.J.V.Sarma Senior Executive Vice President (Strategy & Planning) Sri A.Venkata Rao Sri A.Venkata Executive Vice President 1 Sl. No. 2 3 4 5 6 7 Statement of Particulars of Employees pursuant to the Provisions of Rule 5 (2) the Companies (Appointment and Remuneration) Rules, 2014 Statement of Particulars Employees pursuant to the Provisions Notes:
62 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 63 Directors’ Report Directors’ Nava Bharat Ventures Limited Nava Bharat Ventures The Securities and Exchange Board of India The Securities and Exchange Board and (Substantial Acquisition of Shares Regulations, 2011; Takeovers) of India The Securities and Exchange Board Regulations, of Insider Trading) (Prohibition 1992; of India The Securities and Exchange Board Employee Benefits) Regulations, Based (Share 2014 and Securities and Exchange Board of India (Employee Stock Option Scheme Scheme) Purchase and Employee Stock and Guidelines, 1999 (since repealed); of India The Securities and Exchange Board (Depositories and Participants) Regulations, 1996.
The Securities and Exchange Board of India The Securities and Exchange Board Requirements) (Issue of Capital and Disclosure Regulations, 2009; The following Regulations and Guidelines and following Regulations The under the Securities and Exchange prescribed India Act, 1992 (‘SEBI Act’):- of Board (a) (b) (c) (d) Listing Agreements entered with the Stock entered Listing Agreements Exchanges; Foreign Exchange Management Act, 1999 and Exchange Foreign to the thereunder made and regulations the rules Investment and Overseas Direct extent of Foreign Investment; Direct The Depositories Act, 1996 and the Regulations The Depositories Act, thereunder; and Bye-laws framed Provisions of the following Regulations and Guidelines Provisions of under the Securities and Exchange Board prescribed not applicable to the India Act, 1992 (‘SEBI Act’) were report:- Company under the financial year under (a) (vii) (vi) (v) (iv) 2.
FORM NO. MR-3 SECRETARIAL AUDIT REPORT SECRETARIAL for the Financial Year Ended 31st March, 2015 31st March, Ended for the Financial Year (Appointment and Remuneration of Managerial Personnel) Rules, 2014] of Managerial Personnel) Rules, (Appointment and Remuneration [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies 204(1) of the Companies Act, 2013 and [Pursuant to Section The Securities Contracts (Regulation) Act, 1956 and the Rules made thereunder; (‘SCRA’) The Companies Act, 1956, and the Rules made under that Act; The Companies Act, 2013 (the Act) (applicable under made the Rules and date) on as Sections that Act;
(iii) (ii) 31st March, 2015 according to the provisions of: to the provisions 2015 according 31st March, (i) We have examined the books, papers, minute books, We maintained records forms and returns filed and other by the Company for the financial year ended on
Annexure – 10 – Annexure
1. 31st March, 2015 has complied with the statutory provisions 2015 has complied with the statutory provisions 31st March, and also that the Company has proper listed hereunder and compliance-mechanism in place to the Board-processes made reporting extent, in the manner and subject to the hereinafter: Based on our verification of the Company’s books, papers, Based on our verification of the Company’s records and other minute books, forms and returns filed information the also and Company the by maintained agents and authorized its officers, by the Company, provided audit, during the conduct of secretarial representatives that in our opinion, the Company has, report we hereby year ended on during the audit period covering the financial We have conducted the secretarial audit of the compliance audit of the compliance conducted the secretarial have We to and the adherence of applicable statutory provisions Ventures Bharat Nava M/s by practices corporate good Audit Secretarial company). the called (hereinafter Limited, us a reasonable was conducted in a manner that provided conducts/statutory corporate evaluating the for basis our opinion thereon. compliances and expressing To The Members Limited Nava Bharat Ventures Hyderabad (b) The Securities and Exchange Board of India (Issue We further report that and Listing of Debt Securities) Regulations, 2008; The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive (c) The Securities and Exchange Board of India Directors and Independent Directors. There were no (Delisting of Equity Shares) Regulations, 2009; changes in the composition of the Board of Directors during and the period under review. (d) The Securities and Exchange Board of India Adequate notice is given to all Directors to schedule the (Buyback of Securities) Regulations, 1998. Board Meetings, agenda and detailed notes on agenda were 3. The industry specific laws that are applicable to the sent at least seven days in advance, and a system exists for Company are as follows: seeking and obtaining further information and clarifications (a) Electricity Act, 2003; on the agenda items before the meeting and for meaningful participation at the meeting. (b) National Tariff Policy; As a general practice of the Board, decisions are taken on (c) Sugar Factories Control Act, 1950; unanimous consent.
(d) Sugar Cess Act, 1982; We further report that there are adequate systems and processes in the Company commensurate with the size (e) Food Safety And Standards Act, 2006; and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and (f) The Essential Commodities Act, 1955; guidelines. (g) Mines Act, 1952; We further report that during the year under review, consent (h) Mines and Mineral (Regulation and Development) of the Members has been sought, through Postal Ballot, for Act, 1957; the Special Resolutions under Section 180(1) (a), 180(1) (c) and 186(3) of the Companies Act, 2013. (i) Explosives Act, 1884; and
(j) Indian Boilers Act, 1923. for P. S. Rao & Associates We have also examined compliance with the applicable Company Secretaries clauses of the Listing Agreements entered into by the Company with National Stock Exchange of India Limited P. S. RAO (NSE) and BSE Limited (BSE). Company Secretary ACS No:9769 During the period under review, the Company has complied Place : Hyderabad C P No:3829 with the provisions of the Acts, Rules, Regulations, Date : 29.05.2015 Guidelines, Standards, etc., mentioned above.
64 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 65 Nava Bharat Ventures Limited Nava Bharat Ventures Directors’ Report | Management Discussion and Analysis Discussion | Management Report Directors’ Ferro Alloys Ferro find primary application in the steel industry alloys Ferro to corrosion, like resistance to impart useful properties wear at high temperature, and tensile strength hardness etc. strength, better creep and abrasion resistance, with by combining Iron manufactured are alloys Ferro and Aluminium in varying Manganese, Silicon, Chromium end product. to arrive at the desired proportions of Company operates smelters for the production Your Manganese & Silico Manganese) Manganese alloys (Ferro and in Telangana Chrome) alloys (Ferro and Chromium Odisha States respectively. requirements in power self-sufficient These plants are in investments by your Company owing to far-sighted of the coal captive thermal power plants. The majority is procured linkages while the rest is obtained through e-auctions domestically or by imports. The boilers through designed to use a range of of these power plants are ensuring thereby coal varieties including washery rejects, sustained captive power generation. alloys globally are of ferro the top producers Traditionally The Russia and Ukraine. China, South Africa, Norway, Manganese & Silico Manganese leading suppliers of Ferro South Africa, Australia, Kazakhstan and in the world are Mexico, with the largest consumer of the two Manganese Silicon, China alloys being China. In the case of Ferro followed by again comes up as the leading producer is largely manufactured Chrome Norway and Russia. Ferro in South Africa, China, Finland, India, Kazakhstan, Russia has been taking root and Zimbabwe. One emergent trend that of a strategic alliance between the Stainless Steel and producers. Chrome Ferro alloys is concentrated in of ferro In India, production Andhra Pradesh, Chattisgarh, the States of Telangana, Bengal, Kerala, Jharkhand and Meghalaya - post West to possess Our country is said liberalisation of the industry. to their weak financial position. Consequently, merchant merchant position. Consequently, to their weak financial of major to bottom out. The share rates have tended 30% in FY14 from a fall to approx. traders has witnessed has prevailed a similar trend 40% in FY10 and approx. now re-balancing players are during FY15. Many merchant in favour of long term power their existing portfolio stable cash flow ensure to (PPAs) agreements purchase and earnings.
India has a small but vibrant market for merchant trading trading India has a small but vibrant market for merchant markets. mature more to the of power as compared the market was subject During the year under review, faced to an economy that as of yet is stagnating. Tariffs number of projects due to greater pressure downward (SEBs) getting commissioned and State Electricity Boards owing agreements purchase continued backing out from Shortages of fuel, predominantly coal, continue to pose coal, continue to pose Shortages of fuel, predominantly Reform measures a challenge to the health of the sector. in a initiated by the new central government have ushered viz., 100 crore domestically, production for coal new target the present tonnes by the year 2019-20, which is double being coal blocks are level. Concurrently, production to end users primarily in the power sector (along offered the and aluminium sectors) through with sponge iron This is being done with the intention of e-auction route. coal blocks by spearheading the development of the said engaging the private sector and ultimately bringing down bidding process. the cost of generation under the reverse Although the ongoing coal auction may not necessarily it will coal availability immediately, the overall increase long-term positive impact on business have a strong models of state utilities and private generators alike. Falling international should further support the coal prices supplies. India’s market for power is unique because not only of market for power is unique because not only of India’s to the powerful the large potential it holds, but also due capacity base of impediments that befall it. On an installed in generation for the year the annual growth 258.7 GW, BU (as of January 2014-15 stood 9.29% higher at 880.7 method of 2015). Thermal power is by far the preferred power given the abundance of coal availability producing of the installed in the country and accounts for 69.7% 2015). India’s generating capacity (as on January 31, the in competition on power encourages policy stated electricity to all its citizens sector while aiming to provide years. on a 24X7 basis, over the next couple of INDUSTRY STRUCTURE AND DEVELOPMENTS STRUCTURE INDUSTRY Power
The Management Discussion and Analysis provides an an Discussion and Analysis provides The Management financial, operational and strategic overview of the year 2014-15. The made by your Company in the progress together with the be read below should discussion shared audited Financial Statements Report and the Directors’ Annual Report. that form part of the Management Discussion and Analysis Discussion Management the required quantum of Manganese ore and Chromite and co-generation units in addition to their cane crushing to meet the needs of the domestic bulk ferro alloy facilities. industry adequately, though mining and transport logistic challenges exist. Owing to sustained surpluses in the past 2 years, the prices of sugar have been very subdued, thereby impacting the High-grade Manganese Ore supplies are controlled by finances of the millers who, on one hand are accumulating a Public Sector Undertaking (PSU) miner and balance arrears towards cane cost and on the other, are witnessing supplies are met by way of imports. Chromite supplies receding sugar prices. In such a situation, farmers typically too are controlled by a single PSU entity and allocations switch to other crops leading to boom-bust cycles every to producers of ferro alloys have been inadequate in the 2-3 years. Being partially regulated, the exports of sugar recent years, driving the local industry towards imports for are usually capped whereas in the case of imports they blended usage. do not follow a pattern. The available subsidy towards exports is rendered ineffective as international prices of Sugar sugar are depressed because of a progressive fall in crude Sugar is an important agri-commodity worldwide. The oil prices prompted Brazil, the largest exporter of sugar, to market for sugar and sweeteners is projected to touch produce more sugar instead of ethanol. US$ 97 bn by the year 2017. Meanwhile, in the year 2014-15, global production is estimated to stand at OPPORTUNITIES AND THREATS 173-181 mn tonnes whereas consumption will stand Power at 171-179 mn tonnes, as per industry trends. Prices of sugar tend to be governed by numerous factors including The development of the power sector is important for ethanol-crude oil dynamics in Brazil, agro-climatic economic development of any Country and in the case conditions for major agri-producing countries, buffer of India, has been receiving policy priority for a number stocks within national markets and trade control policies. of years. Generation capacity, led by private investment, is anticipated to double every 10 years over the next In India, the consumption and production of sugar are 3 decades. Large investments are also being channelled expected to be closely matched in the year 2014-15, at into public private initiatives in the form of the Ultra 27 mn tonnes and 27.3 mn tonnes respectively. The top Mega Power Projects (UMPPs). Backed by abundant coal sugar producing States are Maharashtra, Uttar Pradesh resources, these projects will add approx. 4,000 MW each, and Karnataka whereas Tamil Nadu, Karnataka and while costing an estimated investment of about ` 25,000 Andhra Pradesh are leaders in terms of yield. crore per project. UMPPs are expected to substantially reduce the power deficit in the Country when fully Although it has been partially deregulated, sugar is not commissioned. At the same time, there are several new entirely subject to the dynamics of the free market. initiatives of the government for generation of renewable Every season, millers are expected to follow the Fair energy, where again the opportunity is attractive. and Remunerative Price (FRP), which is fixed by the Central government–towards the purchase of sugarcane. Together with expansion in generation capacities, there is a Sugarcane is the primary raw material for the production requirement for strengthening the transmission network in of sugar (and allied products like bagasse, alcohol and our country. Power Grid Corporation, the nodal authority co-generation) in the country. FRP stands at ` 220/quintal on grid connectivity, has identified 7 high-capacity for the year 2014-15, resulting in a mismatch affecting transmission corridors to evacuate power from projects the paying capacity of millers. Moreover, States are free coming up, predominantly from the resource rich Eastern to prescribe higher State Advised Prices (SAP), over and and Southern States to the power-hungry Northern and above the FRP; at present SAP for Uttar Pradesh stands at Western regions. This addition in transmission capacity ` 280/quintal. would bring in a normalised flow of electricity in the country and address the problems of sudden outages and Consequently, it makes better economic sense for millers forced curtailments by power utilities. to have integrated operations in the form of distilleries
66 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
67 Management Discussion and Analysis and Discussion Management Nava Bharat Ventures Limited Nava Bharat Ventures 5/unit and settle at these levels as newer capacities these levels as newer capacities 5/unit and settle at ` 4- 300 MW Thermal Power Plant in Zambia with a total total a with Zambia in Plant Power Thermal MW 300 The Singapore investment outlay of about USD 840 million. in MCL holds 65% equity Subsidiary of your Company is owned by ZCCM-IH, which is the mineral and the rest investments holding Company of the government of the Republic of Zambia. about Company via its subsidiary has provided Your equity contribution in the project USD 175 million towards interim bridge finance and guarantees besides providing finance, Company to obtain debt to enable the Zambian MCL During the year, implement and operate the Project. financing documentation the of part major completed a Development from million, 590 USD of loan targeted for Export against Banks Commercial and Institutions Financial China Sinosure, (ECA) Insurance cover from Agency Credit from The ECA insurance cover PRI cover. and commercial is first of its kind-being issued for a private Sinosure in Africa. The Zambian Company targets full project in the forthcoming months to avail debt financial closure disbursement thereafter. with funding has achieved 80% progress The project extended by sponsors, bridge loans and credits through test the suppliers. It has successfully conducted the hydro for the steam generator of the first unit of 150 MW in operations from commercial targets the It 2015. January both units of the 300 MW power plant in the first half of 2016. about The sale of high grade coal which is currently on the 350,000 tonnes per annum, is expected to improve Low-grade the local industry. back of higher demand from meanwhile. coal continues to be compacted and stored Overseas investments coal largest the has (MCL) Limited Collieries Maamba an integrated concession in Zambia and is developing average merchant power rates should remain between between should remain power rates average merchant ` come up. come up. in industrial activity, pick-up in momentum A strong favouring demand thereby is likely to boost however, in the immediate term. market for power the merchant on account increase is expected to power tariff Merchant deficits in the availability of power of the traditional power companies. benefiting all the merchant thereby A substantial portion of the incomplete capacity addition A substantial portion of the incomplete capacity addition of the 12th Plan is expected to be commissioned in FY16E in a fall in demand for merchant and FY17E, resulting the weak financial power beyond FY15E. Furthermore, position of SEBs, which is not likely to show any major over the next few years, would restrict improvement power and in turn their ability to buy merchant keep for FY16E and FY17E, the Accordingly, the prices low. Reforms are also being undertaken to reduce transmission transmission also being undertaken to reduce Reforms are and distribution losses while ensuring the availability of power supply to the consumers. This involves a reliable incentivising of private distribution companies in a market dominated by weak utilities. The entry of private investors is being is being encouraged and a phased approach adopted to carry out the reforms. Over the last few months, the government has promoted Over the last few months, the government has promoted via blocks coal allocating mechanism for transparent a bids for operational and near e-auction. The aggressive centric operational mines by the power and non-power and measures reform the of success the underlines players to secure highlights the urgency of the power generators fuel in the long term. Fuel shortage is yet another threat faced by the Indian faced by the Indian Fuel shortage is yet another threat The Union Budget 2015 has outlined power sector. steps for enhancing coal production, comprehensive of the power which is the primary fuel used by the majority ensuring an adequate Additionally, plants in the country. commissioned quantity of coal to all power plants already in the thrust area or to be commissioned till 2015 is to be of fuel. the scarcity reduce to order The investment inflow notwithstanding the power sector notwithstanding the power sector The investment inflow tariff under remunerative subject to an is chronically fixed, political is statutorily Although the tariff structure. power available at concessional rates expediency has made the agricultural and domestic to certain sectors, especially shortfall revenue is a consequential sectors. Thus there by not reimbursed they are by the utilities as recognised governments.local/State provided is support partial Only higher by imposing subsidisation of tariff, cross through Tariff consumers. industrial and commercial on charges the utilities to the government initiated by require reforms reduce simultaneously and first efficiencies their improve the financial burden to relaxing leakages as a pre-condition on their balance sheets. Namphak Power Company Ltd., the project company alloys) and the 75,000 TPA Unit at Kharagprasad, Odisha implementing the 150 MW hydro-electric power project (for Chromium alloys), being present in mineral rich belts, in Laos with an investment of close to USD 235 million on Nava Bharat has enjoyed prominence in the ferro alloy a Build Own Operate and Transfer Schemes (BOOT) basis industry. Your Company’s conversion agreement with has executed the Concession Agreement and has initiated Tata Steel has been kept in abeyance owing to mining selection of an EPC contractor, long term finance plan and restriction. The Company’s efforts to switch between a power offtake arrangement with the local utility. manganese and chromium alloys in the 2nd half did not yield the desired results owing to sharp correction in prices There has been no progress in the proposed Commercial of manganese alloys too. Agricultural activity in Tanzania with the initial block of land yet to be allocated. Sugar India enjoys the distinction of being the largest consumer of Ferro Alloys sugar in the world. By the year 2019-20, Indians are slated The ferro alloy industry by design is intertwined closely to consume 29.4 mn tonnes of sugar, which suggests a with the prospects of steel. The year 2014 saw weaker Compounded Annual Growth Rate (CAGR) of approx. 2% demand for steel from emerging and developing countries, from the current year. As the Indian economy develops, more pronounced from China. Factors endemic to South the per capita consumption trends for sugar will approach America and CIS nations, namely, fluctuating commodity those of developed countries. Factors such as changes in prices, structural constraints and geopolitical tensions are food habits, greater urbanisation and overall improvement also contributing to a curbed outlook from these regions. in the standard of living across the country will determine Whereas developed markets of the E.U., the U.S. and the pace of this change. Industrial consumption is also Japan are not suitably poised to balance out the tepid destined to rise given the growth shown by the food demand from the rest of the world. processing industry.
Ferro alloys remain susceptible to substitution and in the While the acreages under sugarcane cultivation have last few decades the industry has seen the emergence of risen in the period 2001-02 to 2012-13 to 5.1 mn ha, alloy scrap and oxides replacing ferro alloys. Meanwhile, the recoveries have dropped from 10.27% to 9.99%. the steel industry is progressively working towards Factors supporting an improvement in throughput (better containing the requirement of raw materials including yields and recoveries) include focused cane development, ferro alloys. innovation in seed varieties and sophisticated farming techniques/mechanisations. Traditionally, the land holdings On the other hand, newer grades of steel are being of farmers in India have remained stunted and so there are developed with lower alloying metal content where the inherent limitations on the extent to which a farmer can steel exhibits an equal or even a better performance. incorporate better farming practices. Given the nature of the aggregate demand however any dip in unit consumption will be more than offset by the Your Company has an integrated sugar facility at Samalkot, robust demand from primary consuming industries such Andhra Pradesh with crushing capability of 4,000 TCD of as chemicals, transportation and household appliances. sugarcane. In addition, it operates a 20 klpd distillery for Notwithstanding the usage of substitutes for steel within producing rectified spirit, which is utilised in the production the automotive industry, the proportion of lightweight, of ethanol. high-strength grades is expected to render steel and, by extension, ferro alloys competitive for years to come.
Your Company follows a long tradition of manufacturing quality ferro alloys for merchant sales. With both the 125,000 TPA Unit at Paloncha, Telangana (for Manganese
68 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
69 2014 Total 1,192 38,853 43,091 16,204 72,340 5,300 10,897 88,537 31st March Sugar 311 2015 0 38,860 38,367 14,632 31st March 31st March 43,540 Private 3,285 46,825 Management Discussion and Analysis and Discussion Management 2014 1,297 1,297 67,624 25,554 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March 0 State Power 13,922 1,608 15,530 2015 1,252 1,252 64,569 20,440 31st March 31st March Hitherto, Central and State utilities had a dominant share a dominant share Hitherto, Central and State utilities had However, overall generation capacity. in the Country’s of the participation in the shift been a paradigm has there in power private sector players such as your Company, the Electricity Act generation. The fillip traces its origins to The private Policy of 2006. of 2003 and the National Tariff 11% to the total installed which contributed a mere sector, and is expected to capacity in FY10, is at 28% currently 55% of the total capacity addition account for approx. from to increase planned by FY17E. Installed capacity is set FY17E. 230,508 MW in FY14 to 275,970 MW in Availability of coal in the power sector has improved of coal in the power sector has improved Availability substantially over the last six months due to enhanced in the mines of Coal India Limited and last year’s production in imports of the fuel. Supply-side issues have 20% growth the stock position somewhat and as a result been resolved despite persisting at thermal power plants has improved of coal evacuation. problems and Andhra power plants in Telangana Company’s Your realisations merchant stable on thrive to continued Pradesh
2014 3,047 56,549 14,878 6,004 5,300 26,182 Central 103,298 104,705 31st March 405 2015 Ferro Alloys 67,609 107,597 101,801 31st March 31st March Particulars Production (MT)/(MU)* Production Sales (MT)/(MU)* Revenue (` in lakhs) PBIDT (` in lakhs) Type (MW) Type Thermal Sl. No. Hydro TOTAL Nuclear 1 2 3 4 22,566 MW during the year 2014-15, the contribution of 22,566 MW during the year 2014-15, the MW (92% of thermal power was very significant at 20,830 expected to continue in the next are the total). These trends fiscal year as well. India’s electricity generation touched the 1 trillion unit mark India’s of 8.4% a growth during 2014-15 for the first time, showing Since 1991-92, the compounded year. over the previous rate of electricity generation has been annual growth to 6.6%. The biggest contributor was coal-based 5 around an annual growth power generation, which recorded out of the capacity expansion of rate of 12.1%. Similarly, OUTLOOK Power – Power Capacity addition during the 12th Plan (2012-2017) 1 Figure Your Company’s strategy to develop the power business is captured by its performance in FY15. The table below gives the below gives the by its performance in FY15. The table captured to develop the power business is strategy Company’s Your business segments. the respective operational details of SEGMENT-WISE PERFORMANCE SEGMENT-WISE The government’s focus has sharpened both in the The government’s field of power transmission and distribution. A total of (ckm) of transmission lines have kilometres 22,101 circuit been commissioned during the year 2014-15 against 16,748 ckm commissioned during the same period last of 32%. Large scale capacity a growth thus registering year, addition along with higher generation and improved in power transmission capacity is driving a reduction 7-11% during the last two decades, to shortages from 3.6% at present. * Ferro Alloys include 14,022 MT (previous year: 41,103 MT) on account of conversion to Tata Steel Ltd. MT) on account of conversion to Tata year: 41,103 include 14,022 MT (previous Alloys * Ferro with normalising input costs, while its Odisha power terms and an absence of (as well as inability to carry out) tariff operations were impacted by relatively lower merchant revisions have dented balance sheets of the SEBs significantly. realisations and lower volumes. The new 64 MW unit in With a reforms model in place for streamlining coal availability, Odisha has now been cleared to use domestic coal which the primary challenge to the power sector continues to be that would bring competiveness in the cost of generation. The of reviving the SEBs financially. new unit awaits a stabilisation study by GRIDCO and an increase in realisations for indulging in merchant power Ferro Alloys trade. The under recovery of fixed costs, while the plant Ferro alloys move in tandem with the dynamics of the steel was idle for want of amenable conditions, impacted the industry. China, which is the largest consumer, is witnessing performance of the power division in Odisha during the year gradual tapering in demand as its economy changes its under review. orientation from investment driven (that requires more steel) to consumption driven (that doesn’t require more steel). Ferro Alloys Conversely, demand from neighbouring India is expected to The global market for ferro alloys is slated to expand at rise, given the pick-up in investment activity in the economy. a CAGR of 5.4% between the years 2014 and 2020 to a size of US$53.6 bn. Growth in the construction industry Demand in developed economies is likely to moderate, with in emerging economies will continue to be a major driver. the U.S. showing a rise on the back of growing demand China, already the largest consumer, is expected to show a from the automotive and energy sectors. Japan is expected 4.6% CAGR in the same period. Automotive demand from to show a decline in demand in line with its policies whereas the E.U. will drive sales in that region whereas growth is South America will see poor demand trends owing to falling forecast to be flattish in the U.S. commodity prices (which drive economic growth in the region largely) and delayed structural reforms. The E.U. is likely to In the long-term, the Company plans to restructure Odisha show a general improvement in sentiment for steel with major facility into 2 verticals (for ferro alloys and power), whereby steel consuming industries reporting a greater requirement. strategic investors can be inducted into each as a SPV. Hence, the twin SPVs can be run as captive units. The CIS countries are expected to show lower demand on account of delayed/weaker investments in infrastructure Sugar and localised geopolitical tensions. Production of sugar in the top producing markets – Brazil, Overall, the apparent steel usage in developed economies Thailand and China is expected to stand lower compared will show a growth of 1.7% in the year 2015. Emerging to the previous season. In Brazil particularly, production is and developing economies (excluding China) meanwhile are expected to be curtailed at 35.8 mn tonnes on account of expected to show a 4.7% growth in the same period. lower trend for yields, drought conditions and a preference for producing ethanol over sugar owing to favourable Sugar dynamics in the former. Thailand is similarly poised to report Typical to agri-commodities, sugar will continue to be lower crushing as drought conditions are likely to result impacted by government policies, weather and demand- in truncated yields. The country however is expected to supply dynamics. Within India, the sector is getting export record quantities to neighbouring nations, where besotted by regulation amongst other factors. In light of consumption is booming. the insurmountable arrears, the farmers are widely expected to switch to other crops in the upcoming season. The RISKS AND CONCERNS government has initiated conditional measures to provide Power relief that includes: providing interest-free loans of ` 4,400 In the face of its vibrant growth potential, the Indian power crores for 2 years, retaining export subsidy of ` 3,300 per sector is facing challenges such as the weak health of SEBs and tonne, increasing import duty on sugar from 15% to 40% fuel shortages. Acting as the primary customer of merchant and doubling the amount of ethanol blending in petrol to power, SEBs have started to cut power purchases to minimise 10% (subject to millers paying off the arrears). losses thereby stymieing prospects for growth in the sector. Over The international markets are likely to witness a shortfall in the past few years, the rising gap between cost of generation production in key exporting countries, thereby lifting prices and realisation, higher purchases from open market at dearer by a certain extent.
70 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS - 71 4.76 4.27 87.50 (5.73) 13.55 54.82 156.41 (26.22) (30.02) (41.08) (31.58) (33.64) (29.46) (65.99) (126.46) % change 9.36 0.08 30.11 (7.52) 47.30 24.66 61.58 54.11 24.49 18.24 (9.75) 193.10 223.21 284.79 927.07 269.47 1100.55 1154.66 Management Discussion and Analysis and Discussion Management Nava Bharat Ventures Limited Nava Bharat Ventures FY2014 ` in Crore 6.86 0.15 1.99 33.10 15.70 36.28 51.01 16.49 28.24 10.24 (25.00) 142.47 152.71 188.99 190.08 1152.94 1203.95 1050.82 Adopt complete accuracy in measurement and follow in measurement Adopt complete accuracy both internalbest practices for externaland reporting; to Group the from emerging risks to response Quick belongs; and which your Company rapid execution of correctional Suitable action and situation. depending on the measures, • • • an are and procedures internal systems Whereas control of the overall corporate governanceimportant component with along operations of continuity the organisation, the for compliance veracity of financial information and disciplined have equal significance. the In line with the stated internal policies and procedures, the on board Audit Committee of your Company has taken during the year internal submitted regularly audit reports due cognisance 2014-15. The observations have received have been measures and implementation of remedial overseen continually. FY2015 ` in Crore Follow up-to-date policies, procedures, management Follow up-to-date policies, procedures, and various circulars guidelines, listing requirements and statutory authorities; regulatory from fraud, loss or assets of your Company from the Protect misuse; Put the corporate strategy into action; -MAT credit entitlement credit -MAT -Tax of earlier years -Tax -Deferred tax -Deferred -Current tax -Current depreciation and tax to total income depreciation depreciation and tax depreciation TOTAL after tax Profit/Loss Return on capital employed % Depreciation tax after exceptional items and before Profit/Loss Provision for Provision % of Gross profit after finance charges but before profit % of Gross Net sales/Income from operations Net sales/Income from Other income Total income (1+2) Total expenditure Total Operating profit Operating margin % Finance charges Gross profit after finance charges but before profit Gross FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE RESPECT TO OPERATIONAL FINANCIAL PERFORMANCE WITH The Company’s internal control system has been developed internal control The Company’s to: in order • By design the internal control systems of your Company are systems of your Company are By design the internal control There business. the of face evolving the with abreast kept and overviewed by the Board set of rules is a pre-defined risk-mitigation sufficient are There the top management. continuity in operations, in place, which facilitate measures compliance and resources of assets and other protection to to adhere so as procedures with the legal & regulatory the internal that have been articulated. policies • • INTERNAL CONTROL SYSTEMS AND THEIR INTERNAL CONTROL ADEQUACY The fully-diluted book value of every equity share belonging Compensation standards meet industry benchmarks and to your Company was ` 283.90 as on March 31, 2015. are developed with the objective of nurturing a capable and The price of the equity shares of your Company ranged eager workforce. from ` 152.85 per share to ` 299.00 per share on National Stock Exchange of India Limited and ` 155.15 per share to A holistic approach to employee welfare over the years has ` 300.00 per share on the Bombay Stock Exchange Limited yielded a healthy ecosystem of good educational, housing, during the FY 2014-15. recreational and sports facilities in the residential colonies around your Company’s plants and facilities. Employees have invested their careers in Nava Bharat and several of HUMAN RESOURCES them enjoy long-lasting tenures across the organisation. A thriving human resource function is an important component of the business plan of your Company. Methodical training, Industrial Relations periodic reviews and broader career planning are hallmarks of Your Company is very cognisant of the importance of a safe, the employee engagement initiative. Industrial relations are healthy and efficient working atmosphere. The managers nurtured along the same pattern. are continually ingrained in the welfare of the workforce and this is evident from the cordial industrial relations that Knowledge Workforce your Company has enjoyed in the past year. A self-motivated employee force is your Company’s biggest ally. Processes have been instituted to formalise career Every worker is entitled to fair wages which are often planning for deserving candidates and providing adequate pegged above the prevailing rates for minimum wages. The opportunities for them to shine. Training is accorded both attrition rate in your Company is low with net reduction of internally as part of a structured approach to promote 63 employees during the year. The total employee strength achievers as well as through engagement of sector stands at 984 as on March 31, 2015. specialists/consultants. CAUTIONARY FORWARD-LOOKING STATEMENTS Your Company has long-embarked on a path to internationalise its operations, wherein the integrated Some of the statements included in this document could be power facility in Zambia is intended to be commissioned forward looking in nature. These statements may include during the second half of FY16. It is imperative to have a forecasts for financial growth, future plans & strategies, capable management cadre to steer success as Nava Bharat intentions and viewpoints which may concern the regular takes the next steps in its growth story. Emphasis is paid on course of business from time to time. harnessing knowledge across the enterprise at all times and These statements are made based on the information systems and processes have been prescribed and adhered available and the Management takes no obligation to to, to ensure the same. Employees are encouraged to liaison periodically update these statements given the change in with industry specialists to complement training that is market dynamics. The actual events may unfold differently imparted through formal channels. than these forward-looking statements, given the risks and Talent Management uncertainties associated with the business. Whereas your Company essays the role of a facilitator, every Some of these risks may include uncertain market conditions employee is free to choose his/her own path to self-growth. that may lead to reduced spending on the products and Adequate opportunities are given to upcoming talent to services that your Company deals in, the ability to build, sharpen their business acumen and technical capabilities so create and acquire new businesses and also grow the existing that one day they can head a demanding role within the businesses, availability of skilled manpower and retention enterprise. Exposure to international working environment of qualified professionals, exchange-rate fluctuations and is provided at your Company’s various units overseas. There other common risks associated with industry as a whole. is a formal Performance Management System in place that continually and transparently tracks their progress.
72 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
73 Nava Bharat Ventures Limited Nava Bharat Ventures Fulfilling the responsibilities and functions of responsibilities Fulfilling the of succession including overseeing the Board Evaluation of Board planning, monitoring of Directors. framework and training d) The Board of Directors of the Company has a of the Company of Directors The Board Executive, Non-Executive and combination of comprises nine Board The Independent Directors. and Non-Executive are five which of Directors, and Director) Independent (including a Woman of the Board half of the total strength than more (5 out of 9). None comprises Independent Directors more of Member a is Board, the on Directors the of than more than ten Committees or Chairman of all the Companies in which five Committees across regarding disclosures Necessary is held. Directorship as on Committee positions in other public companies 2015 have been made by the Directors. 31st March, of the Company is serving on the None of the Directors than seven Listed Companies and no more of Boards Director Independent as serving is Director Whole-time was Companies. The Board Listed three than in more The Non-Executive Directors’ constituted as prescribed. and of Directors compensation was fixed by the Board in General Meeting. by the Shareholders approved inter-se. between Directors relationships of Disclosure is related Managing Director, Prasad, Trivikrama Sri P. husband) and sister’s to Chairman (as Chairman’s Managing to related such is as Chairman, D. Ashok, Sri is no there of the other Directors, In respect Director. as per Section 2 (77) of Companies Act, relation Inter-se with Rule 4 of Companies (Specification of 2013 read definitions details) Rules, 2014 or in any other manner. along with The details of composition of the Board at Board attendance of Directors category of Directors, Board of Directors: Board
2. Management Discussion and Analysis | Report on Corporate Governance on Corporate Analysis | Report and Discussion Management
The core philosophy of the Company on the code the on Company the of philosophy core The of governance is conducting business in a fair and manner and enhancing stakeholders’ transparent value. its resources, The Company will continue to focus on and safeguarding and strategies for creation strengths wealth and interests. of shareholders’ standards The Company believes in maintaining high it is communities the towards behavior of corporate on which it has in touch with and the environment and growth responsible and orderly an impact, for term value for its shareholders. long creating and ethical The Company is committed to fair accountability business practices with transparency, laws and for performance, compliance with applicable information. of reliable timely disclosure governanceThe Company implemented the norms of in Clause 49 of the Listing Agreement as provided in such a manner as to achieve the objectives of the including specifically – principles enshrined therein, of Rights of Shareholders; a) Protection b) Recognition of the Rights of Stakeholders; and and transparency; c) Ensuring disclosure Company’s Philosophy on Code of Philosophy Company’s Governance:
1. The Company presents its report on compliance of report its The Company presents in Clause 49 of the Listing Agreement. conditions specified The Company is fully compliant with the mandatory The Company is fully as Agreement of Clause 49 of the Listing requirements of India and and Exchange Board stipulated by Securities Stock Exchanges. CORPORATE GOVERNANCE CORPORATE Report on Corporate Governance Corporate on Report Meetings and Annual General Meeting and also the details of other directorships and chairmanships/memberships of Audit and stakeholders relationship committees in other companies [other than in Nava Bharat Ventures Limited] are as follows:
No. of Director Attendance in Committee Chairmanships Identification FY 2014-15 Directorships Name of the Director and Memberships in other Number in other & Designation Companies Board AGM Companies Meetings Pvt. Public Chairmanship Membership Sri D. Ashok 00006903 7/7 Yes 5 5 - - Chairman Executive (Promoter) Sri P. Trivikrama Prasad 00006887 7/7 Yes 8 6 - - Managing Director Executive (Promoter) Dr. E.R.C. Shekar 00013670 4/7 Yes 1 3 2 - Independent Director Non-Executive Dr. M.V.G. Rao 00012704 6/7 Yes 3 4 3 - Independent Director Non-Executive Sri K. Balarama Reddi 00012884 6/7 Yes 5 7 2 5 Independent Director Non-Executive Dr.D.Nageswara Rao 02009886 7/7 Yes 3 2 - - Independent Director Non-Executive Dr. C.V.Madhavi 06472632 7/7 Yes - - - - Independent Director Non-Executive Sri C. V. Durga Prasad 00006670 7/7 Yes 1 1 - - Director (Business Development) Executive Sri G. R. K. Prasad 00006852 7/7 Yes 1 5 - 1 Executive Director Executive
74 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 75 Report on Corporate Governance on Corporate Report Nava Bharat Ventures Limited Nava Bharat Ventures Recommendation of appointment etc., Recommendation of and their fee for of the Statutory Auditors audit and other services; Financial Statements Review of Annual to Directors’ with particular reference changes in Responsibility Statement, major accounting accounting policies, of disclosure entries involving estimates, in party transactions, qualifications related etc.; the draft audit report, Discussions with Internal Auditors on significant findings and with Statutory and scope of audit Auditors of the nature of concern; and on areas Review of quarterly financial statements, uses and application of funds raised, performance of Statutory and Internal Auditors, adequacy of internal control system and internal audit function; Review of Management Discussion and Review of Management Discussion and on financial condition, Analysis report related party operations, significant weaknesses transactions, internal control by the Statutory Auditors and reported Internal Auditors and the appointment and of Internal Auditors; remuneration Review and monitor the auditor’s Review and monitor the auditor’s and performance, and independence of audit process; effectiveness or any subsequent modification of Approval Related with Company the of transactions Parties; loans and Scrutiny of inter-corporate investments; and internalof Evaluation controls financial risk management systems; and of the Whistle the functioning Review of Blower mechanism.
b. c. d. e. f. g. h. i. j. k.
Overseeing the Company’s financial Overseeing the Company’s of its and the disclosure process reporting the that ensure to information financial sufficient correct, financial statements are and credible; Brief description of terms of reference of the Audit Committee is as prescribed The role includes and Agreement Listing and Act the under the following: a. The Audit Committee of the Board of Directors was of Directors The Audit Committee of the Board constituted in conformity with the requirements and 2013 Act, Companies the of 177 Section of Clause 49 of the Listing Agreement. i. Audit Committee:
3.
Succession Policy formulated a Policy for orderly of Directors The Board and Senior Board Succession for appointments to the for contingency plans Management and also prepares succession in case of any exigencies. Review of statutory compliance report the statutory compliance periodically reviewed The Board its quarterly Company at to the applicable of all Laws reports Meetings. Board The agenda items covering all the required information information required the all covering items agenda The by functional departments or Units, are with notes prepared the meeting for well before to all the Directors circulated to circulated Meetings are consideration. Minutes of Board the the next meeting and confirmed at before all Directors Board of minutes of Copies Meetings. Board subsequent also circulated are meetings of subsidiaries of the Company as part of the agenda. Details of Board Meetings Details of Board Listing the of 49 Clause of provisions the with compliance In and the intervening period in every quarter Agreement, was well within the maximum meetings between two Board seven Board During the Financial Year, gap of four months. 2014; 8th August, 2014; May, held: on 30th Meetings were January, 17th 2014; October, 30th 2014; October, 20th 2015. 7th March, 2015 and 2015; 9th February, ii. Composition, Names of Members and Chairperson The Audit Committee consisted of three Independent Directors. All the members of the Committee including the Chairman have adequate financial and accounting knowledge.
The Composition of the Audit Committee and the details of meetings attended by its members are given below:
Name of the Director Category Chairman/Member Number of Meetings during the FY 2014-15
Held Attended Sri K. Balarama Reddi Independent Director Chairman 5 5 Dr. M. V. G. Rao Independent Director Member 5 5 Dr. D. Nageswara Rao Independent Director Member 5 5
iii. Meetings of the Audit Committee held Related Parties as defined under the Companies during FY 2014-15 Act, 2013 and Clause 49 of the Listing Agreement During the year, five meetings of the Audit during the financial year was annexed to the Committee were held on: 29th May, 2014; 7th Directors’ Report as Annexure No.5. August, 2014; 20th October, 2014; 30th October, The Board has approved a policy for related 2014; and 7th February, 2015. Necessary quorum party transactions which has been uploaded was present at all the meetings. on the Company’s website under the web link: Related Party Transactions http://www.nbventures.com/pdf/corporate_ policies/06_pdf_13jan2015_related_party_ All Related Party Transactions are approved by the transactions.pdf. Audit Committee and Board. Subsidiary Companies The Audit Committee and Board also reviewed quarterly, the statement of related party Independent Directors viz., Sri K. Balarama transactions together with basis, at their Reddi and Dr. M. V. G. Rao are the Directors on meetings. the Boards of the non-listed Indian Subsidiary Companies as at the end of the financial year A statement of all transactions entered into with 2014-15, as detailed below:
Name of the Independent Director Names of Subsidiary Companies
Sri K. Balarama Reddi 1. Nava Bharat Projects Limited 2. Nava Bharat Energy India Limited 3. Brahmani Infratech Private Limited 4. Nava Bharat Realty Limited
Dr. M. V. G. Rao 1. Nava Bharat Projects Limited 2. Nava Bharat Energy India Limited 3. Brahmani Infratech Private Limited 4. Nava Bharat Sugar and Bio Fuels Limited
76 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 77 3 3 3 Attended 3 3 3 Held Number of Meetings during the FY 2014-15 Report on Corporate Governance on Corporate Report Nava Bharat Ventures Limited Nava Bharat Ventures Formulation of the criteria for determining Formulation of the criteria positive attributes qualifications, and and independence of a director relating a policy, to the Board recommending key of the directors, to the remuneration managerial personnel and other employees; of evaluation for criteria of Formulation and the Board; Independent Directors diversity; Devising a policy on Board qualified to Identifying persons who are and who may be appointed become directors with in senior management in accordance the criteria laid down, and recommending and removal; appointment their Board to the and The Chairman of the Nomination and Remuneration Committee could be present at the Annual General Meeting, to answer it queries. However, the shareholders’ would be up to the Chairman to decide who should answer the queries. Member Member Chairman Nomination and Remuneration Committee (NRC) Nomination and Remuneration Agreement under the Listing as prescribed are policy on all the Company’s and NRC determines packages of the elements of the remuneration and Senior Management. Directors includes the following Role of the Committee 1. 2. 3. 4. 5. Chairman/Member
Category Independent Director Independent Director Independent Director Name of the Director Sri K. Balarama Reddi Dr. M. V. G. Rao M. V. Dr. Dr. D. Nageswara Rao Dr. Composition, names of Members and Chairperson The composition of Independent Directors. The Nomination and Remuneration Committee comprised three of the Nomination and the Remuneration Committee and particulars of meetings attended by the Members given below: Remuneration Committee are Brief Description of Terms of Reference Brief Description of Terms of the The functioning and terms of reference The company had formulated a policy for policy a formulated had company The subsidiaries and the same determining ‘material’ website at web Company’s was disclosed on the link: http://www.nbventures.com/pdf/corporate_ policies/05_pdf_13jan2015_determining_ material_subsidiaries.pdf. and the minutes of the The financial statements companies meetings of the subsidiary board of Board the of meetings the at considered are of the Company. Directors Management Risk laid down the risk assessment and The Board reviewed which are minimisation procedures, that periodically at its meetings, to ensure risk through executive management controls defined framework. The Risk a properly Website the on placed was Policy Management of the Company under the web link: http://www. nbventures.com/pdf/corporate_policies/01_ pdf_13jan2015_risk_management.pdf. Proceeds from fresh/further issues Company the by made were issues further No during the FY 2014-15. ii. i. Nomination and Remuneration Committee:
4.
iii. Meetings held during the FY 2014-15 In line with Corporate Governance guidelines, During the period from 1st April, 2014 to evaluation of all Board Members is done on an 31st March, 2015, Nomination and Remuneration annual basis. This evaluation is done by the entire Committee met on 29th May, 2014; Board led by the Chairman of the Board with 7th February, 2015; and 7th March, 2015. specific focus on the performance and effective functioning of the Board, Committees of the The Nomination and Remuneration Committee Board and individual Directors and reported to in its Meeting held on 7th May, 2015 reviewed the Board. The evaluation process also considers the performance of Directors and Senior the time spent by each of the Board Members, Management. Further, the Committee evaluated core competencies, personal characteristics, the role played by each Director together with accomplishment of specific responsibilities and their attendance at various meetings, pursuant expertise. to Section 178 of the Companies Act, 2013, and also reviewed the Succession Plan for Senior and The entire Board of Directors (excluding the Top Management and Board Diversity Policy. Director being evaluated) held the performance evaluation of Independent Directors and on Performance Evaluation the basis of performance evaluation, the Board The Nomination and Remuneration Committee decided to continue the term of appointment of laid down the evaluation criteria for performance Independent Directors. evaluation of Independent Directors as follows:- Familiarization Programme for Independent Independent Directors have three key roles – Directors governance, control and guidance. Some of The Company conducted Familiarization the performance indicators based on which the Programme for the Independent Directors Independent Directors evaluated are: to familiarize them of their roles, rights, responsibilities in the Company, nature of the The performance evaluation of Independent or industry in which the Company operates, business non-executive members is done by the Board model of the Company, etc. The Company also annually based on criteria of attendance and conducted a separate programme on the latest contributions at Board/Committee Meetings as SEBI Regulations to promote training to the also the role played other than at Meetings. Directors to ensure that the Board Members are Contribution to and monitoring Corporate kept up to date. Governance practices. The details of the programme were disclosed Ability to contribute to address top management on the Company’s website under the web link: issues. http://www.nbventures.com/pdf/corporate_ policies/07_pdf/07_pdf_24jan2015_ Active participation in long term strategic familiriazation_program.pdf. planning. Appointment of Independent Directors Commitment to the fulfillment of obligations and All the existing 5 Independent Directors were responsibilities. appointed by the General Body at its previous AGM held on 08.08.2014 for a period of 5 years Criteria formulated by Nomination and who were issued the letters of appointment Remuneration Committee for evaluation of Board with terms and conditions which were also Committees and Individual Directors;
78 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
) ` ( 79 Total 437500 512500 512500 542500 475000 47228530 46902535 17596583 23880923
) - ` ( and Body 400000 400000 400000 400000 400000 6000000 incentive 29262438 29262438 by General Commission as approved
) 0 0 0 0 0 Report on Corporate Governance on Corporate Report ` ( and 9566092 9240097 9196583 9480923 Nava Bharat Ventures Limited Nava Bharat Ventures Perquisites Allowances
) 0 0 0 0 0 ` ( Remuneration Policy Directors, for Policy Remuneration Company’s The and other employees is Key Managerial Personnel vide Annexure Report annexed to the Directors’ has adopted the Company No.7. Further, performance evaluation of specific criteria for and Committees Board, Independent Directors, other individual Directors. policy is directed remuneration The Company’s based on review performance rewarding towards The remuneration of achievements periodically. industry policy is in consonance with the existing practice. Salaries 8400000 8400000 8400000 8400000
iv.
) 0 0 0 0 ` (
37500 75000 112500 112500 142500 (Board &
Sitting Fee Committees) Name of the Director Sri D. Ashok, Chairman Sri P. Trivikrama Prasad, Managing Director Prasad, Trivikrama Sri P. Dr. E. R. C. Shekar Dr. Dr. M. V. G. Rao M. V. Dr. Sri K. Balarama Reddi Dr. D. Nageswara Rao Dr. Dr. C. V. Madhavi C. V. Dr. Sri C. V. Durga Prasad, Sri C. V. (Business Development) Director Sri G. R. K. Prasad, Executive Director Details of Remuneration and other payments to all Directors including Non-Executive Directors during Directors including Non-Executive to all Directors Details of Remuneration and other payments 2014–2015 the Financial Year disclosed on the website of the Company: Company: the of website the on disclosed www.nbventures.com of Independent Directors Separate Meetings the Company held of The Independent Directors March, 7th on year the in meeting separate one Non-Independent of attendance without 2015 were Directors All the Independent Directors. at this meeting. present in the meeting The Independent Directors of Non-Independent performance the reviewed as a whole. Further, and the Board Directors the performance of the Chairman they reviewed quality, of the Company and also assessed the quantity and timeliness of flow of information for effective Management to the Board the from and performance of its functioning of the Board duties. v.
vi. Service Contract, Notice period, severance for a period of 5 years to be divided among all the fees Non-Executive Directors equally and recommended There are no specific contracts nor any severance the same to the members for approval. The Board fees. Terms of appointment are as decided by the further revised the sitting fees to ` 15,000/- per Board and General Body. meeting in respect of all Committees or Board Meetings held after the forthcoming AGM. Stock Options: The Company has no Options outstanding as at the beginning of the year and viii. Details of shares held by Non-Executive has not granted any Stock Options during the Directors as on 31st March, 2015 FY 2014-15. Sl. Equity Shares of Name vii. Remuneration to the Non-Executive Directors No. ` 2/- each held and criteria 1. Sri K. Balarama Reddi Nil The Board, at its meeting held on 29th May, 2010 2. Dr. E. R. C. Shekar Nil and Annual General Meeting on 16th August, 3. Dr. M. V. G. Rao Nil 2010 approved payment of remuneration/ 4. Dr. D. Nageswara Rao Nil commission to the Non-Executive Directors for each year for a period of 5 years commencing 5. Dr. C. V. Madhavi Nil from 1st April, 2011, as the Board may from time ix. Details of shares held by Chairman, to time determine (to be divided equally amongst Managing Director and Directors in the the Non-Executive Directors) not exceeding 1% Whole-time employment of the Company as of the net profits of the Company in any financial on 31st March, 2015 year subject to an overall ceiling of ` 20.00 lakhs per year to be paid and distributed equally Equity among all the Non-Executive Directors of the Shares of Company for each year, in addition to the sitting Sl. ` 2/- each Name fees for every meeting of the Board or Committee No. held not exceeding ` 7,500/- per meeting as may in their be determined by the Board from time to time name keeping in view the size, scale and complexity 1. Sri D. Ashok 11,13,000 of the Company’s operations and the level of 2. Sri P. Trivikrama Prasad 18,13,836 involvement of the Non-Executive Directors. Sri P. Trivikrama Prasad (HUF) 3,51,315 Your Board of Directors reviewed the 3. Sri G. R. K. Prasad 32,586 commission payable to the Non-Executive 4. Sri C. V. Durga Prasad 70,915 Directors / Independent Directors effective from 01.04.2016 keeping in view of their enhanced Management disclosure role, responsibilities and duties and the level of The Senior Management personnel disclosed to their commitment and contribution, revised the the Board, the transactions for the year under commission not exceeding 1% of the net profits review wherever they have personal interest, such of the Company in any financial year subject to an as dealings in the Company’s shares. overall ceiling of ` 25 lakhs for every financial year
80 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
81 3 3 3 Attended the FY 2014-15 3 3 3 Report on Corporate Governance on Corporate Report Held Number of Meetings during Nava Bharat Ventures Limited Nava Bharat Ventures Member Member Member Chairman Chairman/ for the Company. The Officers at the Company’s at the Company’s Officers The for the Company. interact with the neighbouring manufacturing divisions Company’s basis. The on regular communities education, of health, in the areas contributions are protection. livelihood and environment constituted the Company of of Directors The Board viz., Directors (3) three comprising Committee a CSR D. Nageswara 2) Dr. 1) Sri D. Ashok (Chairman); (Member) and Director Rao, Independent (Member). Madhavi, Independent Director C. V. 3) Dr. a CSR Policy with the The Committee recommended which the Company plans to and programs projects VII to undertake falling within the purview of Schedule approved was same the and 2013 Act, Companies the specifying modalities of execution by the Board same. The and implementation schedules for the mechanism Committee also instituted a monitoring or or programs projects of CSR implementation for activities undertaken by the Company. 01.04.2014 to 31.03.2015, the During the year from held on 01.10.2014, CSR Committee meetings were 22.01.2015 and 22.03.2015.
: Nil : Nil : 14 Category Independent Director Executive Chairman Independent Director Number of pending complaints Number not solved to the satisfaction of Shareholders Number of Shareholders’ complaints received complaints received Number of Shareholders’ during the year ended and resolved 2015 31st March, Name and Designation of Compliance Officer: Sri M. Subrahmanyam & Vice President Company Secretary The Company has Stakeholders Relationship The Company has of which consists level, Committee at the Board two Directors namely Sri Prasad. Sri P Trivikrama K. Balarama Reddi and Reddi, Non-Executive and Sri K. Balarama the Stakeholders Chairs Director, Independent It deals with the Relationship Committee. on a regular Shareholders complaints of the to basis. All the complaints have been resolved the satisfaction of the members concerned. Name of the Director Dr. C. V. Madhavi C. V. Dr. Sri D. Ashok D. Nageswara Rao Dr. CSR Committee of the Company’s Social development is at the core a priority philosophy and this continues to be v. iv. iii. ii. i. Stakeholders Relationship Committee: Stakeholders Relationship The composition of the CSR Committee and particulars of meetings attended by the Members of the CSR Committee The composition of the CSR Committee below: given are
5. 6. General Body Meetings: i. The location, time and venue of the last three Annual General Meetings were as under:
Special Resolutions Nature of Meeting Date and Time Venue of Meeting passed 42nd Annual General Meeting 8th August, 2014 Hotel Marigold, by and beside Five at 10.00 a.m Green Park Hotel Hyderabad – 500 016
41st Annual General Meeting 16th August, 2013 Hotel Marigold, by and beside Four at 10.00 a.m Green Park Hotel Hyderabad – 500 016
40th Annual General Meeting 8th August, 2012 Hotel Marigold, by and beside One at 10.00 a.m Green Park Hotel Hyderabad – 500 016
ii. No Extra-Ordinary General Meeting of the shareholders was held during the year.
iii. Postal Ballot was conducted during the financial year 2014-15 and three Special Resolutions were passed by Postal Ballot.
Mode of Voting Postal Ballot / e-voting Date of Postal Ballot Notice 30th May, 2014 Cut-off date for reckoning voting rights 13th June, 2014 Date of dispatch of Notice 23rd June, 2014 Total no. of Shareholders on cut-off date 14651
The Scrutinizer, Mrs. P. Renuka, Practicing Company Secretary, was appointed by the Board who has conducted the Postal Ballot and voting process in a fair and transparent manner.
The procedure for Postal Ballot is as per Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014.
The Scrutinizer submitted a report to the Chairman confirming that the resolutions have been duly passed by the Members with requisite majority.
The details of Resolutions passed by Postal Ballot are as under:
82 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 83 % of 0.00 0.00 0.02 % of 0.01 0.00 0.00 0.02 Votes Votes 0.01 Votes Votes polled polled against (2)] 100 against (2)] 100 (7)= [(5)/ on votes (7)= [(5)/ on votes % of % of polled 99.98 favour 99.98 polled 99.99 favour 99.99 (2)] 100 100.00 100.00 Votes in Votes (2)] 100 100.00 100.00 (6)= [(4)/ on votes Votes in Votes (6)= [(4)/ on votes 0 0 0 0 (5) (5) 1607 Report on Corporate Governance on Corporate Report 1407 1607 No. of 1407 No. of Votes – Votes against Votes – Votes against (4) (4) Nava Bharat Ventures Limited Nava Bharat Ventures 6634841 6635666 - in favour - in favour 33751154 21213476 21213476 33751154 No. of Votes No. of Votes 61599471 No. of Votes No. of Votes 61600296 100 100 shares 87.16 71.55 31.73 shares 71.55 31.73 87.16 68.99 68.99 polled on polled on % of Votes % of Votes (3)=[(2)/(1)] % of Votes % of Votes (3)=[(2)/(1)] outstanding outstanding (2) (2) polled polled 6636448 6637073 33751154 21213476 21213476 33751154 No. of votes No. of votes 61601078 61601703 (1) (1) No. of No. of shares held 29647415 20915662 38724664 shares held 38724664 29647415 20915662 89287741 89287741 Public – Institutional holders Public – Others TOTAL Promoter / Public Promoter and Promoter Promoter Group Promoter / Public Promoter and Promoter Promoter Group Public – Institutional holders Public – Others TOTAL The Number of votes polled in favour of the Special Resolution is 61599471 (99.99% of the total valid The Number of votes polled in favour of the Special Resolution is 61599471 (99.99% majority. with the requisite votes). Thus, the Special Resolution has been passed by the Shareholders Result of Postal Ballot for Creation of Security under Section 180 (1) (a) of the Companies Act, 2013: of Security under Section 180 for Creation Result of Postal Ballot passed for of Resolution in respect per Clause 35A of the Listing Agreement as result Details of the voting 180 (1) (a) of the Companies Act, 2013. of Security under Section Creation The Number of votes polled in favour of the Special Resolution is 61600296 (99.99% of the total valid votes). votes). valid (99.99% of the total 61600296 Resolution is Special of the favour in votes polled The Number of majority. with the requisite by the Shareholders Thus, the Special Resolution has been passed 180(1)(c) of the Companies Act, 2013 for limits of borrowing: Result of Postal Ballot under Section of Resolution passed for in respect as per Clause 35A of the Listing Agreement Details of the voting result under Section 180 (1) (c) of the Companies Act, 2013. Limits of Borrowing
1) 2)
3) Result of Postal Ballot under Section 186 of the Companies Act, 2013 for making investments, giving loans and providing guarantees with limits: Details of the voting result as per Clause 35A of the Listing Agreement in respect of Resolution passed for making investments, giving loans and providing guarantees with limits under Section 186 of the Companies Act, 2013.
Promoter / No. of No. of votes % of Votes No. of Votes No. of % of % of Public shares held polled polled on - in favour Votes – Votes in Votes outstanding against favour against shares on votes on votes polled polled (1) (2) (3)=[(2)/(1)] (4) (5) (6)= [(4)/ (7)= [(5)/ 100 (2)] 100 (2)] 100 Promoter and 38724664 33751154 87.16 33751154 0 100.00 0.00 Promoter Group Public – 29647415 21213476 71.55 19935203 1278273 93.97 6.03 Institutional holders Public – Others 20915662 6636438 31.73 6632936 3502 99.95 0.05 TOTAL 89287741 61601068 68.99 60319293 1281775 97.91 2.09 The Number of votes polled in favour of the Special Resolution is 60319293 (97.91% of the total valid votes). Thus, the Special Resolution has been passed by the Shareholders with the requisite majority.
It is therefore declared that all the 3 Special Resolutions proposed through the Postal Ballot were approved and passed by the Shareholders with requisite majority.
iv. No resolutions are proposed to be conducted now through Postal Ballot.
7. Disclosures: The Company has established a vigil mechanism i. Materially significant related party transactions during financial year 2014-15. No personnel though not having potential conflict with the had been denied access to the Audit Committee interests of the Company at large: prior to or after the formulation of the vigil mechanism. The Policy was placed on the website These transactions are disclosed in the financial of the Company with a web link - http:// statements for the year ended 31st March, 2015 www.nbventures.com/pdf/corporate_policies at Note no. 46 to the annual accounts. /04_pdf_13jan2015_whistle_blower.pdf. The mechanism is also disclosed in the Board’s Report. ii. Details of non-compliance by the Company, penalties, and strictures imposed on the iv. Details of compliance with the mandatory Company by Stock Exchanges or SEBI or any requirements and adoption of non-mandatory statutory authority, on any matter related to requirements: capital markets, during the last 3 years: Nil. All mandatory requirements are scrupulously iii. Whistle Blower Policy and affirmation that no personnel complied with and non-mandatory requirements have been denied access to the Audit Committee: are partially adopted.
84 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 85 Report on Corporate Governance on Corporate Report Nava Bharat Ventures Limited Nava Bharat Ventures Accounting Standards and Treatment and Accounting Standards in the prescribed as The accounting treatment, been followed in has Accounting Standards financial of preparation the in spirit and letter statements. CEO / CFO Certification and the CFO Director) The CEO (Managing on the prescribed Board certified to the the under Clause 49 of required matters as and the said Certificate was Listing Agreement at its meeting held on by the Board considered 2015. 29th May, and Penalties Strictures on imposed been have penalties or strictures No by the the Company by the Stock Exchanges or of India (SEBI) or Securities and Exchange Board relating by any statutory authority on any matters years. to capital markets during the last three Code of Conduct Code The Company has in place a comprehensive Senior of Conduct (the Code) applicable to all the including Management Personnel and Directors may as extent an such to Directors Independent roles be applicable to them depending on their of duties covers Code The responsibilities. and also, gives guidance and Independent Directors business support needed for ethical conduct of and compliance of Law. A copy of the Code has been put on the website with a web link: http://www. Company’s nbventures.com/pdf/corporate_governance/ code_of_conduct/pdf_code_of_conduct.pdf. The Senior and Directors to circulated been has Code Management Personnel, and its compliance All the Board by them annually. is affirmed Members and the Senior Management personnel have confirmed compliance with the Code. Managing A declaration signed by the Company’s is appended to this Report. Director
The Chairman of the Board is Executive Chairman. is Executive Board was published performance financial and placed on Newspapers the in The same Website. the Company’s was also sent individually to each e-mail or by through Shareholder post. All the Quarterly Financial results placed on the Company’s also are apart www.nbventures.com Website: the same in the publishing from Newspapers. audit qualifications in the Company’s financial statements. Separate Posts of Chairman and CEO: The Company has separate posts of Chairman and Managing Director. Reporting of Internal Auditor: The Internal Auditor submitted his reports to the Chairman of the Audit directly Committee. iii. Audit Committee; iv. Nomination and iv. iii. Audit Committee; Subsidiary v. Remuneration Committee; Risk Management; Companies; vi. vii. Related Party Transactions; ix. CEO/CFO Certification; viii. Disclosures; x. Report on Corporate Governance; and xi. Compliance. Requirements Non-mandatory Mandatory Requirements Mandatory with all the The Company complied in enumerated mandatory requirements to the relating 49 as prescribed Clause i. principles i.e., matters specified therein, of Directors; of governance; ii. Board ii. Shareholders’ Rights: The Half-yearly iii. Audit no are Qualifications: There iv. v. b. i. The Board: a.
8. Means of Communication: ii. Financial Calendar for AGM/Dividend The quarterly, half-yearly and annual results of the Payment (For the Financial year April, 2014 Company were normally published by the Company to March, 2015) in the newspapers (Business Line/Business Standard) in Board Meeting for 29th May, 2015 English version, circulating in the whole of India and in consideration of regional newspaper (Andhra Prabha) in the language Audited Accounts and of Region Telugu in Telangana and Andhra Pradesh. recommendation of Dividend for 2014-15 The results were also displayed on the Company’s website: www.nbventures.com. Half-yearly results Posting of Annual 1st August, 2015 were sent to the members along with a message from Report the Chairman on the Company’s performance during Book Closure dates 22nd August, 2015 to the half-year ended 30th September, 2014. Press 27th August, 2015 releases made by the Company from time to time were also displayed on the Company’s website. Last date for receipt of 25th August, 2015 Proxy forms Official news items were sent to the Stock Exchanges Date of the 43rd 27th August, 2015 i.e. National Stock Exchange of India Limited and Annual General Bombay Stock Exchange Limited, where shares of the Meeting Company were listed and the Exchanges displayed the same on their websites. The presentations to Dividend on Equity ` 5/- per share (250%) Institutional Investors or to the analysts are covered in Shares of face value of ` 2/- the Company’s website. each
9. General Shareholder Information: Dividend pay-out date 3rd September, 2015 i. Ensuing Annual General Meeting As required under Clause 49 VIII (E)(1) of the Date 27th August, 2015 Listing Agreement with the Stock Exchanges, particulars of Directors seeking re-appointment at Time 10.00 A.M the forthcoming Annual General Meeting (AGM) Venue Hotel Marigold were given in the Notes to the Notice of the AGM By and beside Green Park Hotel to be held on 27th August, 2015. Hyderabad – 500 016 Telangana State iii. Financial Calendar
FINANCIAL YEAR 2014-15 (1st April, 2014 to 31st March, 2015) 1. First Quarter Results 8th August, 2014 2. Second Quarter and 30th October, 2014 Half Year Results 3. Third Quarter Results 9th February, 2015 4. Annual Results 29th May, 2015 (Audited)
86 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 87 Report on Corporate Governance on Corporate Report Nava Bharat Ventures Limited Nava Bharat Ventures pattern, governance corporate report, filed also others are results, among financial on the Listing Centre. electronically Corporate Identify Number (CIN) by allotted (CIN), Number Identity Corporate The the Government the Ministry of Corporate Affairs, of India is L27101TG1972PLC001549 and the Registration Number is 1549 of Company’s 1972-73. InternationalSecurities Identification Number (ISIN) to ISIN is a unique identification number allotted in dematerialised scrip. The ISIN has to be quoted to dematerialised shares each transaction relating The ISIN number for the equity of the Company. the Company is INE 725A01022. of shares Stock Codes/Symbol Bombay Stock Exchange Scrip Code/Trading Symbol : ‘513023’/‘NBVENTURE’ Symbol : National Stock Exchange Trading ‘NBVENTURES’ SEBI Complaints Redress System (SCORES) System SEBI Complaints Redress in a processed are The Investor complaints system. redress complaints web-based centralised Centralised are: system this of features salient The online upload of database of all complaints, by concerned Reports (ATRs) Action Taken of companies and online viewing by investors current actions taken on the complaint and its status. xi. x. ix. viii.
NSE Electronic Application Processing Application Processing NSE Electronic System (NEAPS) The NEAPS is a web based application designed by NSE for Corporates. Pattern, Corporate The Shareholding Governance Report and various other on NEAPS. filed electronically Reports are Company is also filing various Reports Your NEAPS. through BSE Corporate Compliance & Listing ‘Listing Centre’) (the Centre is a web-based application BSE Listing Centre designed for Corporates. All periodical compliance filings like shareholding (a) (b) Reminder to Investors share Reminders for unclaimed physical sent to the certificates and unpaid dividend were periodically. shareholders The Company’s website www.nbventures.com website www.nbventures.com The Company’s section: ‘Investors’, contains a separate dedicated information is available. The shareholders’ where on Annual Report of the Company is also available and downloadable a user-friendly in website the form. Listing on Stock Exchanges listed at Company are The Securities of the of India Limited and National Stock Exchange Limited. The Listing fee Bombay Stock Exchange was paid. for these Stock Exchanges vii. Website v. vi. iv.
xii. Market Price Data: High/Low (daily closing prices) on National Stock Exchange of India Limited during each month in the FY 2014-15
Equity Shares of ` 2/-each Closing NSE Month High Low Closing Volume S & P CNX (`) (`) (`) (No.) NIFTY 2014 April 176.60 157.90 163.20 161008 6696.40 May 240.40 156.85 225.45 682001 7229.95 June 269.45 240.30 242.25 558445 7611.35 July 275.20 226.05 226.05 971170 7721.30 August 231.85 202.05 202.90 310340 7954.35 September 234.30 209.40 213.95 459759 7964.80 October 220.90 215.45 217.00 188965 8322.20 November 217.25 205.60 208.40 396646 8588.25 December 214.85 195.45 195.55 222225 8282.70 2015 January 201.55 192.10 193.50 139759 8808.90 February 196.90 180.45 192.90 230388 8901.85 March 190.95 172.45 177.90 1599809 8491.00
xiii. The Company is not forming part of NSE S&P CNX NIFTY. Overall performance of the scrip of the Company in comparison to NSE S&P CNX NIFTY is as follows Performance of Company’s closing share price on NSE in comparision to NSE S & P CNX NIFTY
250.00 9000.00
240.00 8500.00 230.00 8000.00 220.00 210.00 7500.00 200.00 7000.00 190.00 6500.00 Share Price Share 180.00 6000.00 170.00 160.00 5500.00 150.00 5000.00 Jul-14 Jan-15 Feb-15 Oct-14 Sep-14 Jun-14 Apr-14 Nov-14 Mar-15 Dec-14 Aug-14 May-14 Month
Closing Price NSE Nifty
88 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 89 7323.46 8467.22 9378.95 9188.19 9298.20 9530.35 9834.60 10270.61 10372.58 10738.59 10810.85 10592.22 BSE MIDCAP Closing S & P 22417.80 24217.24 25413.78 25894.97 26638.11 26630.51 27865.83 28693.99 27499.42 29182.95 29361.50 27957.49 Report on Corporate Governance on Corporate Report BSE SENSEX Closing S & P
Nava Bharat Ventures Limited Nava Bharat Ventures 30000.00 29000.00 28000.00 27000.00 26000.00 25000.00 24000.00 23000.00 22000.00 21000.00 Mar-15 (No.) 53038 97562 82248 58360 72106 69378 53807 86622
168200 131662 256195 572611
Volume Feb-15 Jan-15 BSE Sensex
(`) Dec-14
164.90 225.80 240.35 226.50 200.85 213.85 215.40 209.00 196.45 193.10 193.20 178.75
Closing
Nov-14
Equity Shares of ` 2/-each Equity Shares Oct-14
(`) Sep-14 Low
Month
159.00 157.00 238.15 226.50 200.85 209.60 215.15 207.65 195.50 192.05 181.10 172.65
Aug-14 Jul-14 Closing Price
(`) Jun-14 High
176.30 240.05 268.35 275.80 231.45 233.35 221.60 217.05 215.75 200.20 195.55 190.95
May-14 Apr-14
250.00 240.00 230.00 220.00 210.00 200.00 190.00 180.00 170.00 160.00 150.00 Share Price Share 2014 April May June Month July August September October November December 2015 January February March Market Price Data: High/Low (daily closing prices) on Bombay Stock Exchange Limited during each Bombay Stock Exchange Limited during High/Low (daily closing prices) on Market Price Data: month in the FY 2014-15 The Company is not forming part of BSE Sensex. Overall performance of the scrip of the Company in The Company is not forming part of comparison to BSE Sensex is as follows on BSE in comparison to BSE Sensex price Closing Share Performance of Company’s xiv. xv.
xvi. The Company is forming part of BSE MIDCAP. Overall performance of the scrip of the Company in comparison to BSE MIDCAP is as follows Performance of Company’s closing share price on BSE in comparison to BSE MIDCAP INDEX
250.00 11000.00 240.00 10500.00 230.00 10000.00 220.00 9500.00 210.00 9000.00 200.00 8500.00 190.00 8000.00
Share Price Share 180.00 7500.00 170.00 7000.00 160.00 6500.00 150.00 6000.00 Jul-14 Jan-15 Jun-14 Oct-14 Feb-15 Apr-14 Sep-14 Dec-14 Nov-14 Mar-15 Aug-14 May-14 Month Closing Price BSE MIDCAP
xvii. Registrars & Transfer Agents (for Shares held in both Physical and Demat mode)
Registrars & Transfer Agents (for Shares held in : M/s. Karvy Computershare Private Limited both Physical and Demat mode) (Unit: Nava Bharat Ventures Limited) Karvy Selenium Tower B, Plot 31-32 Gachibowli Financial District, Nanakramguda Hyderabad – 500 032, Telangana Telephone Numbers : 91 40 6716 1500 / 67162222 Direct : 91 40 6716 1562 Fax No. : 91 40 2300 1153 Contact Person : Sri M. S. Madhusudhan / Sri Mohd. Mohsinuddin E-mail id : [email protected]; [email protected] Website : www.karvycomputershare.com
xviii. Share Transfer System M/s. Karvy Computershare Private Limited, Hyderabad, is the Company’s Registrars and Share Transfer Agents. Share Transfers are registered and returned in the normal course within a period of less than 15 days from the date of receipt, if the documents are in order in all respects. Request for dematerialisation of shares are processed and confirmation is given to the respective depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 15 days. The Registrars and Share Transfer Agents were delegated the power of share transfer to expedite the transfer formalities.
90 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS % (%) 91 1.29 2.34 0.83 1.20 0.46 0.22 0.13 0.01 0.00 5.57 0.23 0.02 1.67 8.95 9.63 93.52 20.64 17.11 43.32 32.79 100.00 Voting Voting strength Shareholding 523 held 9648 19680 No. of 740879 407422 195353 118279 Number 204608 1154210 2092150 1067892 4973510 1491304 7995203 8601193 Shares of 83501385 89287741 ` 2/- each 18425813 15283188 38682511 29273313 1 6 3 7 % 12 19 48 55 Report on Corporate Governance on Corporate Report 420 1.80 1.04 5.90 6.16 9.15 3.51 As on 31st March, 2014 (No.) 19.80 15.32 14.45 22.87 13669 Share- 100.00 holders As on 31st March, 2014 Nava Bharat Ventures Limited Nava Bharat Ventures Shareholders (%) 268 155 880 919 523 5.57 0.21 0.01 1.68 8.63 9.54 2954 2285 2156 3411 1365 21.15 17.34 44.06 30.07 14916 Voting Voting Number strength strength % held 1.24 2.26 0.76 1.05 0.40 0.21 0.12 0.01 0.00 93.96 11253 No. of 186508 100.00 4973510 1502820 7709475 8516840 Shares of of Shares 18886044 15478686 39338240 26853011 ` 2/- each 1 6 3 8 Shareholding 12 19 38 54 559 380 8951 As on 31st March, 2015 As on 31st March, (No.) 12483 Share- 676227 933429 356844 189454 105685 Number holders 1105071 2016132 83895389 89287741 % 1.97 1.08 6.10 6.14 9.45 4.09 18.96 14.67 15.24 22.30 100.00 As on 31st March, 2015 As on 31st March, 269 148 834 840 559 Shareholders 2593 2007 2084 3051 1293 13678 Number Shareholders holding Shareholders capital nominal share up to ` 1 Lakh Shareholders holding Shareholders capital in nominal share excess of ` 1 Lakh Trust * Trust Bodies Corporate Mutual Funds Financial Institutions/Banks Institutional Investors Foreign Bodies Corporate b. Promoter Group: i. Individuals iii. of Promoter Shareholding Total Group ii. Public Shareholding: i. ii. iii. iv. Individuals v. 10001 and above 5001 – 10000 1001 – 5000 501 – 1000 201 – 500 101 – 200 51 – 100 11 – 50 2 - 10 Category A. Range of equity shares held B. a. TOTAL 1
b. Shareholding Patternb. Shareholding a. Distribution of shareholding a. Distribution of xix.
Category As on 31st March, 2015 As on 31st March, 2014 Share- No. of Voting Share- No. of Voting holders Shares of strength holders Shares of strength (No.) ` 2/- each (%) (No.) ` 2/- each (%) held held vi. Unclaimed Shares Suspense 1 642995 0.72 1 671215 0.75 Account – Clause 5A.II vii. Directors and Relatives 8 282631 0.32 8 282631 0.32 viii. Nava Bharat Ventures Employee Welfare Trust 1 1400000 1.57 1 1400000 1.57 through Barclays Wealth Trustees (India) Private Ltd. ix. Clearing Members 33 9100 0.01 36 56658 0.06 x. Hindu Undivided Family 359 416297 0.47 381 436719 0.49 xi. Trusts 5 12346 0.01 7 7444 0.01 xii. Non Resident Indians 276 176580 0.20 261 165262 0.19 xiii. Foreign Portfolio Investors 10 2229645 2.50 ------Total Shareholding of Public 13659 49949501 55.94 14897 50605230 56.68 GRAND TOTAL (A+B) 13678 89287741 100.00 14916 89287741 100.00 Holding shares of the Company (NBVL) for the benefit of the Company (NBVL).
Company’s Shares held by Promoter Group pledged or otherwise encumbered : NIL
Note: Nava Bharat Ventures Employee Welfare Trust through Barclays Wealth Trustees (India) Private Limited held 14,00,000 Equity Shares (1.57%). It is continued to be shown in the Category of Public Shareholding as per the current format and it shall be construed as “non-promoter” and “non-public” for the purpose of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
c. Particulars of the Shareholders (non-promoter group) holding more than 1% of the shares of the Company as on 31st March, 2015 Sl. No. of Shares of Name of the Shareholder (%) holding No. ` 2/-each 1. Highfields Capital Management LP A/c: HC Mauritius Ltd 8482989 9.50 2. Retail Employees Superannuation PTY Ltd. as Trustee for Retail 2170169 2.43 Employees Superannuation Trust 3. J. Caird BMD MB 1996987 2.24 4. Morgan Stanley Asia (Singapore) Pte. 1968059 2.20 5. J. Caird MB 1860542 2.08 6. Deutsche Securities Mauritius Limited 1845356 2.07 7. Copthall Mauritius Investment Limited 1664733 1.86 8. Bay Pond MB 1458471 1.63 9. Nava Bharat Ventures Employee Welfare Trust through 1400000 1.57 Barclays Wealth Trustees (India) Pvt. Ltd. 10. Credit Suisee (Singapore) Limited 1161600 1.30 11. Smt. Sunitha Vemulapalli 1008315 1.13 12. East Bridge Capital Master Fund Limited 900000 1.01
92 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 93 95.70 to Central % of total 25.08.2015 31.08.2016 16.09.2017 27.08.2018 07.09.2019 16.09.2020 08.09.2021 shareholders Government’s Government’s Due for transfer Protection Fund on Investor Education & 13090
) ` ( Number of as on shareholders Report on Corporate Governance on Corporate Report Amount 31.03.2015 total outstanding % of 2,158,014/- 2,839,496/- 3,285,063/- 2,359,686/- 1,780,180/- 3,757,185/- 3,890,735/- 99.07 shares Nava Bharat Ventures Limited Nava Bharat Ventures to Unpaid Number of shares 88457260 Dividend A/c 25.08.2008 31.08.2009 16.09.2010 27.08.2011 07.09.2012 16.09.2013 08.09.2014 Dematerialised shares as on 31st March, 2015 as on 31st March, Dematerialised shares Pursuant to the requirements of SEBI (Prohibition of SEBI (Prohibition Pursuant to the requirements Regulations, 2015, the of Insider Trading) Company has in place a Code of Conduct for of trading monitoring and reporting regulating, by Insiders and code of practices and procedures sensitive price of unpublished disclosure fair for information. The Code was also placed on the of the Company under the web link: Website http://www.nbventures.com/pdf/corporate_ policies/02_pdf_09may/2015_insider_trading_ regulations.pdf. Company’s Policy on prevention of Policy on prevention Company’s Insider Trading The Reconciliation of Share Capital Audit Report Audit Capital Share of Reconciliation The placed is submitted to BSE and NSE and is also of Directors. meetings of the Board the before Date of transfer xxii. xxi.
% of 300% 400% 450% 300% 200% 250% 250% (Equity Dividend Dividend)
(`) 6.00 8.00 9.00 6.00 4.00 5.00 5.00 Dividend per share Date of of Equity Dividends Declaration 25.07.2008 31.07.2009 16.08.2010 28.07.2011 08.08.2012 16.08.2013 08.08.2014 2007 - 2008 2008 - 2009 2009 - 2010 2010 - 2011 2011 - 2012 2012 - 2013 2013 - 2014 Financial Year 7 6 5 4 3 2 1 Sl. No. The Company is sending periodic communication The Company is sending periodic communication them to the concerned advising shareholders, to unclaimed to lodge their claims with respect informed that once are dividend. Shareholders no claim to IEPF, unclaimed dividend is transferred with the Company. thereof shall lie in respect Unclaimed Equity Dividend Companies Companies Act, 2013) mandates the Companies Act, 1956 (Section 124 of the Section 205A of the to the unpaid dividend account seven years from that has been unclaimed for a period of to transfer dividend if years mentioned below, the respective Fund (IEPF). The dividend for and Protection the Investor Education with the to the IEPF in accordance be transferred period of seven years as stated above, will unclaimed, within a following schedule: In accordance with Regulation 55A of SEBI 55A Regulation with accordance In 1996, Regulations, Participants) & (Depositories Company a by conducted is audit quarterly a of share in Practice for reconciliation Secretary capital of the Company. Capital Audit Report, The Reconciliation of Share inter alia, covers and certifies that the total shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and those in physical form tally with the the paid-up and listed capital of the Company, Register of Members is duly updated, demat within stipulated time etc. confirmed are requests capital of the Company Details of changes in share in this report. also covered during the quarter are Reconciliation of Share Capital Audit Reconciliation of Share d. xx.
Shareholders, who continue to hold shares in Equity Shares physical form, are requested to dematerialise their shares at the earliest and avail of the various benefits of dealing in securities in electronic/ dematerialised form. The shareholders have 95.39% the option to hold Company’s shares in demat 3.68% form through the National Securities Depository 0.93% Limited (NSDL) or Central Depository Services (India) Limited (CDSL). The system for getting the shares dematerialised is as under:
Share Certificate(s) along with Demat Requisition Form (DRF) is to be submitted by the shareholder to the Depository Participant(DP) with whom he/ NSDL CDSL she has opened a Depository Account; Physical Segments
DP processes the DRF and generates a unique number viz. DRN;
DP forwards the DRF and share certificates to the xxiii. Outstanding GDRs /ADRs /Warrants or Company’s Registrar & Share Transfer Agent; any Convertible instruments, conversion date and likely impact on equity The Company’s Registrar & Share Transfer Agent No GDRs/ADRs/Warrants or any Convertible after processing the DRF, confirms the request to instruments have been issued by the Company the Depositories by cancellation of physical share during the year under review or outstanding as at certificates; and the end of the Financial Year.
Upon confirmation, the Depository gives the xxiv. Equity Shares in the Suspense Account credit to shareholder in his/her depository account The Company has, in accordance with the maintained with DP. procedure laid down in Clause 5A (II) of the The break-up of shares in demat and physical Listing Agreement, dematerialized Unclaimed form as on 31st March, 2015 is as follows: Physical Share Certificates into Company’s dematerialisation account namely, ‘Nava Bharat No. of Shares % of Ventures Limited – Unclaimed Suspense Account’. Particulars of ` 2/-each Shares Demat Segment NSDL 85168423 95.39 CDSL 3288837 3.68 Sub-total 88457260 99.07 Physical Segment 830481 0.93 TOTAL 89287741 100.00
94 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 95 28220 28220 642995 671215 No. of Equity G. R. K. Prasad Executive Director Managing Director Shares of ` 2/-each P. Trivikrama Prasad Trivikrama P. 38 38 Kharagprasad Village - 759 121 Dhenkanal District Odisha 1281 1319 Report on Corporate Governance on Corporate Report No. of for and on behalf of the Board Shareholders Nava Bharat Ventures Limited Nava Bharat Ventures
M/s. Nava Bharat Ventures Limited M/s. Nava Bharat Ventures 6-3-1109/1, `Nava Bharat Chambers’ Raj Bhavan Road, Hyderabad – 500 082 India Telangana, 91 40 2340 3501/2340 3540 91 40 2340 3013 www.nbventures.com [email protected] [email protected]; [email protected] Dharmavaram - 534 430 Prathipadu Mandal East Godavari District Andhra Pradesh Particulars Samalkot - 533 440 East Godavari District Andhra Pradesh FY 2014-15. Number of shareholders to whom shares were transferred from from transferred were to whom shares Number of shareholders the Unclaimed Suspense Account. shares and the outstanding number of shareholders Aggregate at the end of the lying in the Unclaimed Suspense Account Number of shareholders who approached the issuer for transfer approached who Number of shareholders Account during the year. the Unclaimed Suspense from of shares Aggregate number of shareholders and the outstanding shares the outstanding shares and number of shareholders Aggregate the Suspense Account at the beginning of lying in the Unclaimed FY 2014 -15. (i) (ii) (iii) (iv) Telephone Numbers Telephone Fax Number Website e-mail Division e-mail id Grievance Redressal Registered Office Registered Paloncha - 507 154 Khammam District Telangana Sl. No. The Company’s plants are located at: plants are The Company’s Address for Correspondence Address Plant Locations The dividend on the shares in the Unclaimed Suspense Account will be remitted to the Shareholders on their on to the Shareholders in the Unclaimed Suspense Account will be remitted The dividend on the shares Account. till which time, the dividend will be available in the Unpaid Dividend Bank claiming the shares, 2015 shall March, outstanding in the Unclaimed Suspense Account as on 31st The voting rights on the shares claims the shares. till the rightful owner of such shares frozen remain The following are the details of unclaimed shares transferred to Unclaimed Suspense Account: transferred of unclaimed shares the details The following are
29th May, 2015 29th May, Hyderabad : :
xxvi. xxv. Date Place
CEO / CFO CERTIFICATE UNDER CLAUSE 49(IX)
“A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:
1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit committee:
1. significant changes in internal control over financial reporting during the year;
2. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
3. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.”
For Nava Bharat Ventures Limited
T. Hari Babu G. R. K. Prasad P. Trivikrama Prasad Chief Financial Officer Executive Director Managing Director
96 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 97 Partner P. Chandramouli P. Managing Director P. Trivikrama Prasad Trivikrama P. for Brahmayya & Co., On behalf of the Board Chartered Accountants Chartered Membership No.025211 Report on Corporate Governance on Corporate Report Firm’s Registration No.000513S Firm’s For Nava Bharat Ventures Limited For Nava Bharat Ventures Nava Bharat Ventures Limited Nava Bharat Ventures CERTIFICATE DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT ON COMPLIANCE DECLARATION Place : Hyderabad 2015 Date : 29th May, Place : Hyderabad 2015 Date : 29th May, We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or viability of the Company nor of the efficiency state that such compliance is neither an assurance as to the future We of the Company. with which the management has conducted the affairs effectiveness In our opinion and to the best of our information and according to the explanations given to us, and based on the and according In our opinion and to the best of our information that the Company has complied with the conditions and the Management, we certify by the Directors made representations of Corporate Governance in Clause 49 of the above mentioned Listing Agreement. as stipulated The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been GovernanceThe compliance of conditions of Corporate is the responsibility the Company for ensuring compliance of the adopted by and implementation thereof of the procedures limited to a review of opinion conditions of the Corporate Governance It is neither an audit nor an expression as stipulated in the said Clause. on the financial statements of the Company. We have examined the compliance of conditions of Corporate Governance by NAVA BHARAT VENTURES LIMITED, Hyderabad, for BHARAT examined the compliance of conditions of Corporate Governance have by NAVA We of the said Company with stock exchanges. 2015, as stipulated in Clause 49 of the Listing Agreement the year ended on 31st March, To the Members of To Limited Nava Bharat Ventures HYDERABAD I hereby affirm and declare, to the best of my knowledge and belief, and on behalf of the Board of Directors of the Company of Directors to the best of my knowledge and belief, and on behalf of the Board and declare, affirm I hereby the Code of Conduct has been complied with. and Senior Management Personnel, that All the Board Members and Senior Management Personnel affirmed that they have complied with the said Code of Conduct have complied with the said Code of Conduct that they Management Personnel affirmed Members and Senior All the Board 2015. the financial year ended 31st March, of respect on an annual basis in The Board laid down a Code of Conduct for all Board Members and Senior Management Personnel of the Company at its Personnel of the Company at Members and Senior Management of Conduct for all Board laid down a Code The Board of the Company. posted on the Website 2005. The Code of Conduct was also January, meeting held on 29th Compliance of Code of Conduct for Directors and Senior Management Personnel pursuant to the provisions of Clause 49 to the provisions Senior Management Personnel pursuant and Directors for of Code of Conduct Compliance of the Listing Agreement. Independent Auditor’s Report
To accounting and auditing standards and matters which The Members of are required to be included in the audit report under the Nava Bharat Ventures Limited, provisions of the Act and the Rules made thereunder. Hyderabad We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those REPORT ON THE STANDALONE FINANCIAL Standards require that we comply with ethical requirements STATEMENTS and plan and perform the audit to obtain reasonable We have audited the accompanying Standalone Financial assurance about whether the Financial Statements are free Statements of NAVA BHARAT VENTURES LIMITED, (“the from material misstatement. Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash An audit involves performing procedures to obtain audit Flow Statement for the year then ended, and a summary evidence about the amounts and the disclosures in the of the significant accounting policies and other explanatory Standalone Financial Statements. The procedures selected information. depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone MANAGEMENT’S RESPONSIBILITY FOR THE Financial Statements, whether due to fraud or error. In STANDALONE FINANCIAL STATEMENTS making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation The Company’s Board of Directors is responsible for the of the Standalone Financial Statements that give a true matters stated in Section 134(5) of the Companies Act, and fair view in order to design audit procedures that are 2013 (“the Act”) with respect to the preparation of these appropriate in the circumstances. An audit also includes Standalone Financial Statements that give a true and evaluating the appropriateness of the accounting policies fair view of the financial position, financial performance used and the reasonableness of the accounting estimates and cash flows of the Company in accordance with the made by the Company’s Directors, as well as evaluating the accounting principles generally accepted in India, including overall presentation of the Financial Statements. the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) We believe that the audit evidence we have obtained is Rules, 2014. This responsibility also includes maintenance sufficient and appropriate to provide a basis for our audit of adequate accounting records in accordance with the opinion on the Standalone Financial Statements. provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and OPINION other irregularities; selection and application of appropriate In our opinion and to the best of our information and accounting policies; making judgments and estimates that according to the explanations given to us, the aforesaid are reasonable and prudent; and design, implementation Standalone Financial Statements give the information and maintenance of adequate internal financial controls, required by the Act in the manner so required and give that were operating effectively for ensuring the accuracy a true and fair view in conformity with the accounting and completeness of the accounting records, relevant to the principles generally accepted in India, of the state of affairs preparation and presentation of the Financial Statements of the Company as at 31st March, 2015, and its Profit and that give a true and fair view and are free from material its cash flows for the year ended on that date. misstatement, whether due to fraud or error.
REPORT ON OTHER LEGAL AND REGULATORY AUDITOR’S RESPONSIBILITY REQUIREMENTS: Our responsibility is to express an opinion on these 1. As required by the Companies (Auditor’s Report) Order, Standalone Financial Statements based on our audit. We 2015 (“the Order”) issued by the Central Government have taken into account the provisions of the Act, the of India in terms of sub-section (11) of section 143 of
98 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) 99 Partner P. Chandramouli P. for Brahmayya & Co., Chartered Accountants Chartered Independent Auditor’s Report Auditor’s Independent Membership Number: 025211 Firm’s Registration Number: 000513S Firm’s Nava Bharat Ventures Limited Nava Bharat Ventures The Company has disclosed the impact of The Company has disclosed its financial position pending litigations on – Refer Note 34 to in its financial statements the financial statements. The Company did not have any long-term for contracts derivative including contracts foreseeable material any were there which losses. transferring in delay no been has There to the to be transferred, amounts, required Fund by Investor Education and Protection the Company. With other matters to be included to the respect with Rule Report in accordance in the Auditor’s Auditors) Rules, (Audit and 11 of the Companies and to the best of our 2014, in our opinion the explanations to information and according given to us: i. ii. iii. (f) Place : Hyderabad Date : May 29, 2015
On the basis of the written representations On the basis of the written representations as on 31st March, the directors from received of Directors, by the Board 2015 taken on record is disqualified as on 31st none of the directors being appointed as a director from 2015 March, in terms of Section 164 (2) of the Act. In our opinion, the aforesaid Standalone In our opinion, the aforesaid Financial Statements comply with the Accounting specified under Section 133 of the Act, Standards Rule 7 of the Companies (Accounts) with read Rules, 2014. The Balance Sheet, the Statement of Profit and The Balance Sheet, the Statement of Profit with by Loss, and the Cash Flow Statement dealt with the books of in agreement this Report are account. In our opinion, proper books of account as account of books proper opinion, our In by law have been kept by the Company required our examination of those so far as it appears from books. We have sought and obtained all the information have sought and obtained We to the best of our and explanations which necessary for the were knowledge and belief purposes of our audit. (e) (d) (c) (b) the Act, we give in the Annexure a statement on the the Annexure the Act, we give in paragraphs 3 and 4 of the Order. matters specified in Act, we report by Section 143 (3) of the As required that: (a)
2. Annexure to the Auditor’s Report
The Annexure referred to in Para 1 under the heading of 4. We are informed that the prices charged to Subsidiary “Report on Other Legal and Regulatory Requirements” of Companies cannot be compared with alternative our report of even date, to the members of NAVA BHARAT quotations as most of the items/transactions are of VENTURES LIMITED, HYDERABAD, for the year ended special in nature. Read with the above, in our opinion March 31, 2015. and according to the information and explanations given to us, there are adequate internal control 1. a. The Company has maintained proper records systems commensurate with the size of the Company showing full particulars, including quantitative and the nature of its business with regard to purchase details and situation of fixed assets. of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have b. As explained to us, the management has not observed any continuing failure to correct major physically verified the fixed assets during the year weaknesses in internal control system. and there is a regular programme of verification which, in our opinion, is reasonable having regard 5. The Company has not accepted any deposits from the to the size of the Company and the nature of the public. Hence the provisions of Sections 73 to 76 or assets. No discrepancies were noticed on such any other relevant provisions of the Companies Act, verification. 2013, and the rules framed there under, do not apply to this Company. 2. a. The inventory has been physically verified during the year by the management. In our opinion, the 6. We have broadly reviewed the cost records maintained frequency of verification is reasonable. by the Company pursuant to sub-section (1) of section 148 of the Companies Act, 2013 and are of the opinion b. In our opinion, the procedures of physical that prime facie the prescribed accounts and records verification of inventories followed by the have been made and maintained. We have however management are reasonable and adequate in not made a detailed examination of the cost records relation to the size of the Company and the with a view to determine whether they are accurate nature of its business. or complete. c. The Company is maintaining proper records of 7. a. According to the records of the Company, the inventory. The discrepancies noticed on physical company regular in depositing undisputed verification between the physical stocks and book statutory dues including provident fund, records were not material. employees’ state insurance, income-tax, sales- 3. a. During the year, the Company has granted tax, wealth tax, service tax, duty of customs, duty unsecured loan to a Company covered in the of excise, value added tax, cess and any other register maintained under Section 189 of the statutory dues with the appropriate authorities. Companies Act, 2013. The maximum amount b. According to the records of the Company, no un involved during year was USD 6.00 Million disputed statutory dues including provident fund, (equivalent to ` 3,749.70 Lakhs) and the year employees‘ state insurance, income-tax, sales- end balance of such loan was USD 6.00 Million tax, wealth tax, service tax, duty of customs, duty (equivalent to ` 3,749.70 Lakhs). of excise, value added tax, cess and any other b. In our opinion and according to the information and explanations given to us, receipt of the principal amount and interest are as per the terms of such unsecured loan.
100 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) 101 Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Date of payment Independent Auditor’s Report Auditor’s Independent 31.05.2011 30.06.2011 30.04.2012 30.04.2012 30.06.2010 31.07.2010 31.08.2010 30.09.2010 31.10.2010 30.04.2009 15.04.2008 31.03.2009 31.03.2014 30.04.2009 30.04.2010 30.04.2012 30.04.2009 30.04.2010 30.04.2011 30.04.2012 30.04.2013 30.04.2014 30.04.2009 30.04.2010 30.04.2013 Due Date Nava Bharat Ventures Limited Nava Bharat Ventures April 2011 May 2011 2012 March 2003-04 to 2010-11 May 2010 Jun 2010 July 2010 Aug 2010 Sept 2010 2008- 09 2003-04 to 2007-08 2008-09 2013-14 2008-09 2009-10 2011-12 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 1985 – 87 2008-09 2009-10 2012-13 2010 -11 Period to which the amount relates ` 48,979 12,484 15,976 52,560 60,994 11,518 90,239 Amount 6,45,905 4,95,380 4,37,520 2,51,868 5,35,680 5,14,944 4,07,520 3,04,945 1,56,781 1,56,867 2,60,127 1,31,924 1,52,700 3,25,551 52,39,126 53,24,777 72,60,282 17,61,860 10,91,227 64,66,061 Electricity Duty - do - - do - - do - Electricity Duty Water Cess Water Water Cess Water Water Charges Water Customs Duty Electricity Duty Land Conversion Tax Nature of the dues Nature The A.P. Electricity Electricity The A.P. Duty Act, 2003 (as amended) - do - - do - - do - The A.P. Electricity The A.P. Duty Act, 2003 (as amended) GoAP, APPCB GoAP, OSPCB GoAP ( I & CAD Dept) Customs Act,1962 Orissa Electricity Duty Act, 1961 AP AL(CFNAP) Act , 2006 Name of the Statute statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they the date than six months from for a period of more 31, 2015 as at March in arrears statutory dues were the following: became payable except Name of the Nature of the dues Amount Period to which Due Date Date of Statute ` the amount payment relates The A.P. Electricity Electricity Duty 7,12,759 2012-13 30.05.2013 Not yet Duty Act, 2003 5,59,577 2013-14 30.05.2014 paid (as amended) AP Municipalities Property Tax 1,52,854 2011-12 31.03.2012 Not yet Act,1965 1,81,234 2012-13 31.03.2013 paid 2,52,451 2013-14 31.03.2014 O S Govt. Ground Rent 7,592 2009-10 31.03.2010 Not yet 5,955 2011-12 31.03.2012 paid East Coast Water way line 1,80,932 2002-03 to 31.03.2010 Not yet Railways Charges 2009-10 paid Commissioner, Not yet Municipality, Welfare Cess 6,044 2014-15 - Paid Samalkot
c. According to the records of the Company and the information and explanations given to us, the dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute are as follows.
Name of the Statute Nature of Amount Period to which the Forum where dispute is pending the dues ` amount relates AP (Ag.Produce & Agricultural 28,15,396 1980-81 to 1989-90 The Secretary, Agricultural Live Stock) Market Marketing Committee, Marketing Act, 1966 Cess Visakhapatnam AP Municipalities Property Tax 1,49,952 1995-96 to 2000-01 Hon’ble High Court of A.P. Act, 1965 2,00,798 1995-96 to 2000-01 Central 2,20,130 2004-05 Asst. Commissioner of Sales Sales Tax Tax, Range-II, Cuttack Various Sales Tax 64,87,532 2000-01 STAT, Hyderabad Acts APGST 79,35,607 2003-04 Asst. Commissioner of Commercial Taxes, Warangal 1,75,08,459 2004-05 to 2009-10 CESTAT, Bangalore 7,37,00,285 2012-13 CESTAT, Bangalore 55,29,064 1997-98 CESTAT, New Delhi Excise Duty Central Excise Act, 13,690,286 2000-01 to 2001-02 Hon’ble High Court of A.P. 1944 11,55,618 2000-01 to 2005-06 Commissioner of Central Excise (Appeals), Visakhapatnam Service Tax 36,90,416 Oct 2007 – March Commissioner of Central Excise 2013 (Appeals), Visakhapatnam
102 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) 103 Partner P. Chandramouli P. for Brahmayya & Co., Chartered Accountants Chartered Independent Auditor’s Report Auditor’s Independent Membership Number: 025211 Forum where dispute is pending dispute where Forum of A.P. Hon’ble High Court of A.P. Hon’ble High Court Appeal yet to be filed Appeal yet to be filed of Deputy Commissioner Central Excise, Kakinada Assistant Commissioner of Central Excise, Kakinada Hon’ble High Court of A.P. Appeal yet to be filed Hon’ble High Court of A.P. Firm’s Registration Number: 000513S Firm’s Nava Bharat Ventures Limited Nava Bharat Ventures In our opinion and according to the information and to the information In our opinion and according applied were explanations given to us the term loans raised. for the purpose for which the loans were and performed procedures audit the upon Based to the information and explanations given according the Company by or on no fraud that report us, we to during the year. has been noticed or reported Period to which the amount relates April 2012 – September 2013 April 2011 – August 2013 2008-09 to 2014-15 2000- 01 to 2010 -11 1996-97 to 2010-11 2009-12 2009-14 2003-04 to 2012-13 1993-94 to 1998-99 Place : Hyderabad Date : May 29, 2015 12. 11. ` Amount 6,75,349 9,13,025 44,15,367 20,54,018 12,25,116 43,085,412 260,70,764 1,40,42,859 1,05,44,620 Service Tax Electricity Duty NALA TAX Nature of Nature the dues Central Excise Act, 1944 Electricity The A.P. Duty Act, 2003. The AP Non- Agricultural Land Assessment Act, 1963 Name of the Statute According to the records of the Company and to the records According to us, the information and explanations given to investor to be transferred the amount required accordance in fund protection and education of the Companies provisions with the relevant Act, 1956 (1 of 1956) and rules made thereunder to such fund within time. has been transferred The Company has no accumulated losses as at the end the at as losses accumulated no has Company The The Company has not incurred of the financial year. by our audit and cash losses during the year covered financial year. also in the immediately preceding to the information In our opinion and according and explanations given to us, the Company has of dues to any financial not defaulted in repayment institutions and Banks. In our opinion, the terms and conditions on which the Company has given guarantees for the loans taken by not banks and financial institutions are Others from of the Company. to the interest prima facie prejudicial d. 9. 10. 8.
Balance Sheet as at 31st March, 2015
` in lakhs Particulars Notes 31st March, 2015 31st March, 2014 EQUITY AND LIABILITIES Share Holders Funds Share Capital 04 1,787.01 1,787.01 Reserves and Surplus 05 251,678.24 243,100.21 253,465.25 244,887.22 Non - Current Liabilities Long term borrowings 06 2,848.83 5,429.32 Deferred tax liabilities (Net) 07 2,925.41 2,641.92 Other Long term liabilities 08 42.55 221.06 Long term provisions 09 1,788.70 1,029.79 7,605.49 9,322.09 Current Liabilities Short term Borrowings 10 6,316.65 4,185.27 Trade Payables 11 7,554.92 7,478.81 Other Current liabilities 12 12,803.36 9,887.02 Short term provisions 13 5,073.93 5,701.76 31,748.86 27,252.86 TOTAL 292,819.60 281,462.17 ASSETS Non - Current Assets Fixed assets Tangible assets 14 82,176.17 84,581.26 Intangible assets 15 442.07 533.90 Capital Work in Progress 16 675.56 633.40 Non current investments 17 105,781.33 95,409.36 Long term loans and advances 18 4,999.12 4,852.46 Other non current assets 19 20,536.15 17,764.12 214,610.40 203,774.50 Current Assets Inventories 20 34,383.76 32,170.94 Trade receivables 21 22,013.27 15,969.90 Cash and cash equivalents 22 3,711.65 11,710.66 Short term loans and advances 23 16,930.83 16,262.72 Other current assets 24 1,169.69 1,573.45 78,209.20 77,687.67 TOTAL 292,819.60 281,462.17 Notes forming part of financial statements 01 - 48 per our report of even date for and on behalf of the Board for Brahmayya & Co., Chartered Accountants Firm’s Registration Number: 000513S T. Hari Babu G.R.K. Prasad Chief Financial Officer Executive Director P. Chandramouli Partner Membership Number: 025211 M. Subrahmanyam Place : Hyderabad Company Secretary & P. Trivikrama Prasad Date : 29.05.2015 Vice President Managing Director
104 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) 105 8.25 21.63 21.63 357.62 437.17 (751.82) (975.00) ` in lakhs 8,737.23 6,157.82 1,823.99 7,472.46 7,617.86 1,622.09 5,410.79 4,730.00 3,011.43 92,707.12 58,918.05 22,758.49 22,321.32 19,309.89 115,465.61 110,054.82 G.R.K. Prasad Executive Director Managing Director 31st March, 2014 P. Trivikrama Prasad Trivikrama P. 41.66 15.27 15.96 15.96 270.59 198.76 for and on behalf of the Board 3,627.84 2,824.35 7,281.67 7,885.27 5,100.81 3,310.00 1,024.03 11,109.70 (3,056.57) 75,139.23 (2,500.00) 15,312.61 15,270.95 14,246.92 115,293.88 105,082.08 120,394.69 Nava Bharat Ventures Limited Nava Bharat Ventures Balance Sheet | Statement of Profit and Loss Profit of Sheet | Statement Balance 31st March, 2015 31st March, T. Hari Babu T. Vice President 34 33 32 31 30 29 26 28 25 27 35 Notes 01 - 48 M. Subrahmanyam Company Secretary & Company Secretary Chief Financial Officer
29.05.2015 Hyderabad : :
Adjustments relating to earlier years (net) Adjustments relating MAT Credit Entitlement (net) Credit MAT Deferred Tax Tax Deferred Earlier years Basic Current Tax Tax Current Diluted Total Expenses Total Other expenses Depreciation and amortisation expense Depreciation Finance Costs Employee benefits expense Other Manufacturing expenses Total Revenue Total (Increase)/Decrease in Inventories (Increase)/Decrease Other Income Purchase of traded goods Purchase Notes forming part of financial statements Particulars Earnings per Equity Share of ` 2/- Each Earnings per Equity Share Profit for the year after tax Profit Profit Before Tax Before Profit Expense Tax Profit Before Exceptional Items and Tax Exceptional Items and Before Profit Exceptional Items : EXPENSES Cost of Materials Consumed Revenue from operations Revenue from INCOME Date P. Chandramouli P. Partner Membership Number: 025211 Place for Brahmayya & Co., Accountants Chartered Registration Number: 000513S Firm’s per our report of even date per our report
for the year ended 31st March, 2015 ended 31st March, for the year Statement of Profit and Loss and of Profit Statement Cash Flow Statement for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 A. CASH FLOW FROM OPERATING ACTIVITIES: Net Profit before Tax 15,270.95 22,321.32 Adjustments for: Excess Provisions written back (245.31) (221.33) Input tax Credit written off 41.05 37.01 Bad debts and Advances written off 7.26 28.58 Depreciation and amortisation expense 3,627.84 6,157.82 Assets discarded 0.30 2.52 Profit on sale of Assets (net) (22.04) (10.40) Net Gain on Sale of investments (639.69) (522.67) Adjustment to the carrying amount of investments (0.74) (1.34) Dividend from investments (21.91) (8.69) Interest (net) 1,250.52 (697.22) Operating Profit before Working Capital Changes 19,268.23 27,085.60 Adjustments for: Increase/(decrease) in other long term liabilities (178.51) (21.41) Increase/(decrease) in long term provisions 758.91 61.79 Increase/(decrease) in trade payables 76.11 193.27 Increase/(decrease) in other current liabilities 3,154.93 (597.03) Increase/(decrease) in short term provisions (769.59) 46.26 (Increase)/decrease in long term loans and advances (163.66) 89.11 (Increase)/decrease in other non-current assets (12.89) (14.61) (Increase)/decrease in inventories (2,212.82) (2,906.88) (Increase)/decrease in receivables (6,050.63) 598.18 (Increase)/decrease in short term loans and advances 3,221.65 (4,111.01) (Increase)/decrease in other current assets (76.11) (300.51) 17,015.62 20,122.76 Direct Taxes paid (3,506.37) (4,879.13) Net Cash from Operating Activities (A) 13,509.25 15,243.63 B. CASH FLOW FROM INVESTING ACTIVITIES: Loans (received)/given (3,749.70) - Purchase of fixed assets including tangible assets and Capital work-in-progress (1,684.14) (1,286.48) Proceeds from sale of fixed assets 28.26 43.63 Purchase of Investments (37,994.14) (101,472.85) Proceeds from sale of Investments 28,273.91 54,016.93 Interest received 980.59 2,214.35 Dividend received 21.91 8.69 Net Cash used in Investing Activities (B) (14,123.31) (46,475.73)
106 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) 3.90 107 193.98 791.42 (793.18) ` in lakhs 3,550.45 1,918.27 5,252.63 11,710.65 11,710.65 (6,749.60) (4,916.18) (3,428.02) 46,370.77 (3,984.38) 13,015.32 (34,660.12) G.R.K. Prasad Executive Director Cash Flow Statement Cash Flow Managing Director 31st March, 2014 P. Trivikrama Prasad Trivikrama P. 6.08 51.66 200.70 297.84 912.08 for and on behalf of the Board 2,243.29 2,131.38 7,085.00 3,711.65 3,711.65 (9,665.49) (2,010.38) (4,925.45) (7,384.94) (7,999.00) 11,710.65 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, T. Hari Babu Hari T. Vice President M. Subrahmanyam Company Secretary & Company Secretary Chief Financial Officer On Current Accounts On Current On Unpaid Dividend Accounts Accounts On Cash Credit Margin Money Deposits Balances with Banks: Cash on hand Interest paid Interest Dividend paid Proceeds from long term borrowings long term borrowings from Proceeds (net) borrowings Repayment of long term Proceeds from short term borrowings short term borrowings from Proceeds
29.05.2015 Hyderabad : :
Notes: Cash and Cash equivalents include: (C) Net Cash generated in Financing Activities (A+B+C) NET INCREASE IN CASH AND CASH EQUIVALENTS of the year Cash and Cash equivalents at the beginning the year Cash and Cash equivalents at the end of Deposits Fixed for cash flow Cash and Cash equivalents considered
CASH FLOW FROM FINANCING ACTIVITIES: CASH FLOW FROM
Particulars Date P. Chandramouli P. Partner Membership Number: 025211 Place per our report of even date per our report for Brahmayya & Co., Accountants Chartered Registration Number: 000513S Firm’s C.
for the year ended 31st March, 2015 ended 31st March, for the year Cash Flow Statement Flow Cash Notes to financial statements for the year ended 31st March, 2015
01 NATURE OF OPERATIONS: expenditure pending allocation to the assets and Nava Bharat Ventures Limited (the Company) has been are included under Capital work-in-progress. incorporated on 7th November, 1972. At present the Borrowing costs relating to acquisition of fixed Company is engaged in the business of manufacture assets which take substantial period of time to of ferro alloys, sugar and generation of power. get ready for their intended use are also included to the extent they relate to the period till such 02 BASIS OF ACCOUNTING: assets are ready to be put to use. The financial statements have been prepared to comply in all material respects with the Accounting Standards c) Depreciation specified under Section 133 of the Act, read with Rule i. Depreciation is provided considering the 7 of the Companies (Accounts) Rules, 2014 and the useful lives of respective assets, as provided relevant provisions of the Companies Act, 2013, and and prescribed under Schedule II of the in accordance with the generally accepted Accounting Companies Act, 2013. Principles in India under the historical cost convention and on accrual basis, except in case of assets for which ii. Fixed Assets costing rupees five thousand provision for impairment is made and revaluation is or less are fully depreciated in the year of carried out. The accounting policies are consistent with acquisition. those used in the previous year. iii. The cost of leasehold Land is amortised over the lease period. 03 SIGNIFICANT ACCOUNTING POLICIES: a) Use of estimates iv. Improvements to premises taken on lease are amortised over the primary lease period. The preparation of financial statements in conformity with generally accepted accounting d) Intangible Assets principles requires management to make certain i. Costs incurred towards purchase of estimates and assumptions that affect the computer software is amortised over the reported amounts of assets and liabilities and useful lives of such software as estimated by disclosure of contingent liabilities at the date the management which is of three years. of the financial statements and the results of operations during the reporting period. Although ii. Expenditure incurred to acquire water these estimates are based upon management’s drawing rights from Government/Local best knowledge of current events and actions, authorities or other parties is amortised over actual results could differ from these estimates. the primary period of right to use the facilities which is ten years for the time being. b) Fixed Assets Fixed assets are stated at cost (or revalued e) Impairment amounts, as the case may be), less accumulated i. The carrying amounts of assets are reviewed depreciation, amortisation and impairment at each balance sheet date if there is any losses, if any. Cost comprises the purchase price indication of impairment based on internal/ and other attributable costs to bring the asset to external factors. An impairment loss is its working condition for its intended use. recognized wherever the carrying amount of an asset exceeds its recoverable amount. Direct overhead expenditure incurred and other The recoverable amount is the greater of attributable revenue costs on projects under the asset’s net selling price and value in implementation is treated as unallocated capital use. In assessing value in use, the estimated
108 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) Notes 109 Nava Bharat Ventures Limited Nava Bharat Ventures Cost includes direct materials, labour and materials, Cost includes direct overheads manufacturing of proportion a Cost is capacity. based on normal operating average basis and determined on a weighted includes excise duty. Cost of finished goods and includes purchase Cost of traded goods the inventory to bring allied costs incurred and location, condition to its present average basis. determined on weighted Net realisable value is the estimated selling Net realisable less business, of course ordinary the in price estimated selling costs. Sale of Goods: when the significant Revenue is recognised of ownership of goods risks and rewards which generally have passed to the buyer, inclusive Sales are coincides with delivery. tax of excise duty and value added tax/sales and discounts. and is net of sales returns on export sales is recognised Revenue from based on the terms the date of bill of lading, of export. Services: Income from as and when the Revenue is recognised of conversion job is completed irrespective the billing. and Guarantee Commission: Interest on a time proportion Revenue is recognised amount the account into taking basis outstanding and the rate applicable. Dividends: right the when recognised is Dividend payment is established by the to receive balance sheet date.
Revenue is recognised to the extent that it is Revenue is recognised that the economic benefits will flow probable can be reliably to the Company and the revenue Specifically the following basis is measured. adopted: i. ii. iii. Revenue Recognition i)
v. iv.
iv. iv. Reversal of impairment losses recognised losses recognised Reversal of impairment is when there in prior years is recorded losses impairment the that indication an no longer exist for the asset are recognised or have decreased. future cash flows are discounted to their discounted to cash flows are future average cost value at the weighted present is depreciation impairment, After capital. of of carrying amount on the revised provided life. useful the asset over its remaining Goods in transit are valued at Cost. Goods in transit are Scrap, in progress, Finished goods, Work loose tools and other stock in by-products, valued at lower of cost and net trade are value. realisable Raw materials, components, stores and stores Raw materials, components, at lower of cost and net valued are spares raw materials and value. However, realisable of other items held for use in the production not written down below cost inventories are in which they will be if the finished products expected to be sold at or incorporated are above cost. Cost is determined at moving weighted average basis.
Investments that are readily realisable and intended realisable readily Investments that are classified a year are than more not for held be to investments. All other investments as current as long term investments. Current classified are carried at lower of cost and fair investments are value determined on an individual investment carried at cost. basis. Long term investments are value ofdiminution in for provision However, a each long term investment is made to recognise decline other than temporary in nature. All items of income/expenditure pertaining to All items of income/expenditure accounted material, are prior period, which are “prior period adjustments” and the through of heads under respective shown are others and Loss. account in the Profit Inventories Prior period items
h) g) Investments f)
ii. iii. ii. i.
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
v. Export Benefits: contract. Exchange differences on such Export Entitlements in the form of Duty contracts are recognised in the Statement Drawback on accrual and Focus Product of Profit and Loss in the year in which Scheme (FPS) Schemes on realisation are the exchange rates change. Any profit or recognized in the Statement of Profit and Loss. loss arising on cancellation or renewal of forward exchange contract is recognised as vi. Other Sundry Incomes income or as expense for the year. Insurance claims and conversion escalations k) Government Grants and Subsidies are accounted for on realisation. Grants and subsidies from the Government are j) Foreign Currency Transactions recognised when there is reasonable assurance i. Initial Recognition that the grant/subsidy will be received and all attaching conditions will be complied with. Foreign currency transactions are recorded in the reporting currency, by applying to When the grant or subsidy relates to an expense the foreign currency amount the exchange item, it is recognised as income over the periods rate between the reporting currency and necessary to match them on a systematic basis the foreign currency on the date of the to the costs, which it is intended to compensate. transaction. Where the grant or subsidy relates to an asset, ii. Conversion its value is deducted from the gross value of Foreign currency monetary items not covered the assets concerned in arriving at the carrying by forward contracts are restated at the amount of the related asset. Government grants exchange rates prevailing at the year end. in the form of non-monetary assets given at a concessional rate are accounted for on the basis iii. Exchange differences of their acquisition cost. Exchange differences arising, on the l) Retirement and Other Employee settlement of monetary items or on Benefits reporting Company’s monetary items at rates different from those at which they i. Gratuity liability is a defined benefit obligation were initially recorded during the year or and is provided for on the basis of an actuarial reported in previous financial statements, valuation on projected unit credit method are recognised as income or as expenses in made at the end of each financial year. the year in which they arise except those ii. The Provident Fund is a defined contribution arising from investments in non-integral scheme and the contributions are charged operations. to the Statement of Profit and Loss of iv. Forward Exchange Contracts (Derivative the year when the contributions to the Instruments) not intended for trading respective funds are due. There are no other or speculation purposes. obligations other than the contribution payable to the respective Trusts. The Company uses derivative financial instruments including forward exchange iii. Short term compensated absences are contracts to hedge its risk associated with provided on an estimated basis. Long term foreign currency fluctuations. The premium compensated absences are provided for or discount arising at the inception of based on actuarial valuation on projected forward exchange contracts is amortised unit credit method carried by an actuary as as expense or income over the life of the at the end of the year.
110 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) Notes 111
Nava Bharat Ventures Limited Nava Bharat Ventures Unallocated Items: Unallocated income and Includes general corporate allocated to not are expense items which any business segment.
Where the Company is the lessee: Where the Company is the lessor: Where Current income tax is measured at the amount income tax is measured Current expected to be paid to the tax authorities in Act, 1961 with the Indian Income Tax accordance reflects taxes income Deferred India. in enacted year timing differences the impact of current between taxable income and accounting income of of timing differences for the year and reversal earlier years. Leases where the lessor effectively retains retains the lessor effectively Leases where of benefits and risks all the substantially leases. classified as ownership of the leased assets are operating as an recognised Operating lease payments are Loss on a and of Profit the Statement expense in straight-line basis over the lease term. included Assets subject to operating leases are recognised in the in fixed assets. Lease income is and Loss. Costs, including Statement of Profit as an expense in the recognised are depreciation and Loss. Statement of Profit Basic earnings per share are calculated by dividing by dividing calculated are Basic earnings per share year attributable to or loss for the the net profit weighted average by the equity shareholders outstanding during the number of equity shares year. earningsFor the purpose of calculating diluted or loss for the period the net profit per share, and the attributable to equity shareholders outstanding weighted average number of shares of adjusted for the effects during the period are all dilutive potential equity shares. Leases on Income Taxes Earnings per Share (Basic and Diluted) (Basic Earnings per Share p) q) o)
iii. Sales within India include sales to customers located within India. Sales outside India include sales to customers located outside India.
Identification of Segments: operating businesses The Company’s and managed separately organised are with of products, to the nature according a strategic each segment representing products different offers that unit business markets. and serves different The analysis of geographical segment is the of location the geographical based on customers. The geographical segments as follows: are for disclosure considered Compensation paid under the company’s Compensation paid under the company’s scheme is charged to voluntary retirement and Loss in the year the Statement of Profit of payment. In respect of employees stock options, the of employees stock In respect over grant, price on the date of excess of fair as deferred price, is recognised the exercise amortised over the compensation cost and vesting period. Actuarial gains/losses are immediately taken immediately are Actuarial gains/losses not and are and Loss to Statement of Profit deferred. Allocation of Common Costs: allocated Common allocable costs are to each segment based on the relative contribution of each segment to the total common costs.
Borrowing costs that are directly attributable to attributable directly are that costs Borrowing Fixed of production or construction acquisition, the get to time of period substantial take which Assets, capitalised. Other their intended use, are for ready as an expense in recognised costs are Borrowing incurred. the year in which they are i. Segment Reporting Policies Borrowing Costs Borrowing ii.
n) m)
vi. v. iv. iv.
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
Deferred tax is measured based on the tax s) Contingent Liabilities rates and the tax laws enacted or substantively A contingent liability is a possible obligation that enacted at the Balance Sheet date. Deferred arises from past events whose existence will be tax assets are recognised only to the extent confirmed by the occurrence or non-occurrence that there is reasonable certainty that sufficient of one or more uncertain future events beyond future taxable income will be available against the control of the company or a present obligation which such deferred tax assets can be realised. that is not recognized because it is not probable If the Company has carry forward of unabsorbed that an outflow of resources will be required to depreciation and tax losses, deferred tax assets settle the obligation. A contingent liability also are recognised only, if there is virtual certainty arises in extremely rare cases where there is a supported by convincing evidence that such liability that cannot be recognized because it deferred tax assets can be realised against future cannot be measured reliably. The company does taxable profits. not recognize a contingent liability but discloses r) Provisions its existence in the financial statements. A provision is recognised when there is a present t) Cash Flow Statement obligation as a result of past event and it is Cash flows are reported using indirect method. probable that an outflow of resources will be Cash and cash equivalents in the cash flow required to settle the obligation, in respect of statement comprise cash at bank, cash/cheques which a reliable estimate can be made. Provisions in hand and Fixed Deposits with Banks. are not discounted to its present value and are determined based on best estimate required to u) Dividends settle the obligation at the Balance Sheet date. Dividend as recommended by the Board of These are reviewed at each Balance Sheet date Directors is provided for in the accounts pending and adjusted to reflect the current best estimates. shareholders/lending institutions approval wherever applicable.
` in lakhs Particulars 31st March, 2015 31st March, 2014 04 SHARE CAPITAL: Authorised 25,00,00,000 Equity Shares of ` 2/- each 5,000.00 5,000.00 TOTAL 5,000.00 5,000.00 Issued and Subscribed 8,95,39,216 Equity Shares of ` 2/- each 1,790.78 1,790.78 TOTAL 1,790.78 1,790.78 Paid Up 8,92,87,741 Equity Shares of ` 2/- each fully paid up 1,785.75 1,785.75 Add: Forfeited Shares (amount originally paid up) 1.26 1.26 TOTAL 1,787.01 1,787.01
112 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone)
Notes 113 8.36 9.50 12.84 12,500 12,500 % in the class No. of shares 31st March, 2014 31st March, 2014 7,467,845 8,482,989 12,500 12,500 11,468,283 No. of shares Nava Bharat Ventures Limited Nava Bharat Ventures No. of shares 31st March, 2015 31st March, 8.76 9.50 11.18 % in the class 31st March, 2015 31st March, 7,817,845 8,482,989 9,986,619 No. of shares LP A/c. HC Mauritius Limited LLP with its PACs.
Nav Developers Limited Highfields Capital Management Financial year Equity Shares of ` 2/- each fully paid: Equity Shares Management Company, Wellington 2009-10 TOTAL Particulars 2/- each fully paid-up, owned by the company, pursuant of ` 2/- each fully paid-up, owned by the company, capital includes 49,73,510 equity shares The paid up share of Hon’ble High Court of Andhra Pradesh dated 30.12.1996 in the Scheme of amalgamation of Nav to the order to be sold for the benefit of the Company which are vested in a Trustee which are Limited with the Company, Chrome for dividend. not considered are to be paid to the Company and such shares are and net sale proceeds the period of five years immediately preceeding bought back during number of shares Aggregate date: the reporting 2/- per share with one vote per each equity with one vote per ` 2/- per share having a face value of one class of equity shares The company has only is of Directors by the Board in Indian rupees. The dividend proposed and pays dividends The company declares share. in the ensuing Annual General Meeting. of the shareholders subject to the approval is to equity shareholders 2015, for the year ended 31st March to be distributed proposed The amount of dividend 5.00 per share (31st March 2014 ` 5.00 per share). (31st March ` 5.00 per share assets remaining will be entitled to receive shares the holders of equity of the Company, In the event of liquidation to the number of be in proportion amounts. The distribution will of all preferential after distribution of the company, held by the shareholders. equity shares Details of shareholders holding more than 5% shares in the company than 5% shares holding more Details of shareholders Rights attached to equity Shares: equity Shares: Rights attached to
c.
d. b. a.
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 05 RESERVES AND SURPLUS: Capital Reserves: At the beginning and at the end of the year 60.20 60.20 Capital Redemption Reserve: At the beginning and at the end of the year 826.39 826.39 Securities Premium Reserve: At the beginning and at the end of the year 26,214.22 26,214.22
General Reserve: At the beginning of the year 82,852.40 77,852.40 Add: Additions during the year 5,000.00 5,000.00 At the end of the year 87,852.40 82,852.40 Other Reserves: Subsidies: At the beginning and at the end of the year 33.60 33.60 Surplus i.e. balance in Statement of Profit and Loss: Opening Balance 133,113.40 123,735.68 Add: Net profit after tax transferred from Statement of Profit and Loss 14,246.92 19,309.89 147,360.32 143,045.57 Less: Carrying amount of the assets whose remaining useful life is nil and the deferred tax thereon 594.96 - Amount available for appropriation 146,765.36 143,045.57 Appropriations: General Reserve 5,000.00 5,000.00 Dividend on Equity Capital 4,215.71 4,215.71 Corporate Dividend Tax 858.22 716.46 Closing balance 136,691.43 133,113.40 TOTAL 251,678.24 243,100.21
` in lakhs Particulars 31st March, 2015 31st March, 2014 06 LONG TERM BORROWINGS: Term Loans from Banks [Secured] * State Bank of India (i) ** 9,379.84 13,015.32 Less: Current maturities 7,616.00 7,616.00 1,763.94 5,399.32 State Bank of India (ii) 1,084.99 - Less: Current maturities - - 1,084.99 - Other Loans and Advances [Unsecured] From other Body Corporate - 30.00 TOTAL 2,848.83 5,429.32
114 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone)
Notes 90.42 115 11.08 717.01 362.59 221.06 221.06 ` in lakhs ` in lakhs 1,090.68 2,641.92 3,732.60 3,732.60 31st March, 2014 31st March, 2014 10.83 42.55 42.55 886.86 334.53 1,232.22 4,157.63 4,157.63 2,925.41 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 2015 31st March, Carries floating rate of interest (at present (at present of interest Carries floating rate The principal is 12.10% p.a.) payable monthly. in 12 quarterly instalments of ` repayable 2016. 1st December, lakhs commencing from Carries floating rate of interest (at present (at present of interest Carries floating rate The principal is monthly. 11.80% p.a.) payable of ` 1,904.00 in quarterly instalments repayable 2014 1st April, lakhs commencing from ii) Loan from State Bank of India is secured by pledge is secured State Bank of India Loan from in its subsidiary, held by the Company of 51% shares Limited. Pte. M/s. Nava Bharat (Singapore) i)
** : Diminution in the value of investments : Employee benefits OTHER LONG TERM LIABILITIES: DEFERRED TAX LIABILITIES (NET): DEFERRED TAX Liability: Asset Gross Security deposits : Other expenses Other : TOTAL TOTAL Asset: for Provision Difference between book and tax depreciation Difference Gross liability Gross
The above loans are secured by first charge by way by charge first by secured are above loans The by deposit of title deeds to of equitable mortgage and the Company of properties all immovable cover including properties of all movable hypothecation tools and spares, Machinery, movable Plant and and a second future and accessories, both present all movable of of hypothecation by way charge debts) (except book and future both present properties in favour be created created/to subject to prior charges bankers on its stocks of raw materials, of Company’s consumable semi-finished and finished goods, for working capital securing borrowings for stores above The mortgage/charge created requirements. be created/to shall rank pari-passu with the charges favour of other Financial Institutions/Banks. in created
08 07 Particulars Particulars *
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 09 LONG TERM PROVISIONS: Provision for Employee Benefits: Provision for Gratuity 984.21 515.67 Provision for Leave Encashment 804.49 514.12 TOTAL 1,788.70 1,029.79
` in lakhs Particulars 31st March, 2015 31st March, 2014 10 SHORT TERM BORROWINGS: Working Capital Loans from Banks (secured) * 3,316.65 1,185.27 Inter Corporate Deposit (unsecured) # 3,000.00 3,000.00 TOTAL 6,316.65 4,185.27
* Working Capital Loans from Banks are secured by hypothecation of raw materials, work-in-progress, finished goods, stores and spares and book debts to the extent of ` 22,000 lakhs and a second charge on fixed assets of the Company. # From a related party.
` in lakhs Particulars 31st March, 2015 31st March, 2014 11 TRADE PAYABLES: Creditors for supplies and services (Refer Note 39) 6,048.91 5,673.51 Creditors for accrued wages and salaries * 1,506.01 1,805.30 TOTAL 7,554.92 7,478.81 * Includes dues to Directors 605.25 963.64
116 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) - Notes 117 49.31 53.35 36.17 24.22 626.18 545.99 716.46 218.50 551.09 582.35 159.47 193.98 ` in lakhs ` in lakhs 9,887.02 5,701.76 4,215.71 7,616.00 31st March, 2014 31st March, 2014 - - - 70.95 47.12 81.34 729.24 514.89 858.22 991.71 388.97 200.70 4,215.71 2,162.44 7,616.00 5,073.93 12,803.36 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 31st March, 2015 31st March, Other payables Other Statutory dues Contribution to Provident Fund Contribution to Provident for Corporate Dividend Tax Provision Provision for Dividend Provision Sales tax Provision for Leave Encashment Provision Withholding taxes Provision for Gratuity Provision Central Excise Duty TOTAL TOTAL
TOTAL
Other Provisions:
OTHER CURRENT LIABILITIES: OTHER CURRENT SHORT TERM PROVISIONS: SHORT Advance from Customers Advance from Bills Discounted with Banks Provision for Employee Benefits: Provision Current maturities of long term borrowings maturities of long term Current Security deposits Unpaid Dividends Other liabilities:
12 13 Particulars Particulars
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
As at As at 2014 2014 51.50 159.08 168.14 142.25 482.40 153.40 533.90 110.36 645.60 396.43 205.60 292.31 ` in lakhs ` in lakhs 1st April, 1st April, 2,813.00 9,638.39 5,464.84 65,037.46 84,581.26 63,951.46
Net Block Net Block As at As at 2015 2015 88.85 19.88 51.51 28.67 101.05 140.66 422.19 533.90 358.72 144.54 284.05 442.07 2,853.37 9,121.06 5,482.51 63,521.18 84,581.26 31st March, 31st March, 31st March, 31st March, 82,176.17
- Upto Upto 2015 2015 12.50 421.30 475.98 379.02 476.51 686.28 216.52 909.92 850.66 183.14 233.90 139.14 952.49 3,594.57 40,314.82 43,147.69 31st March, 31st March, 31st March, 31st March, 47,091.11 ------On On 7.93 4.09 5.55 36.06 33.50 87.13 52.80 deductions deductions ------4.54 2.46 3.64 2.46 9.07 47.65 93.57 29.23 77.55 242.53 507.78 Depreciation Depreciation Adjusted against Adjusted against retained earnings retained retained earnings retained
- year year 1.59 8.26 83.09 39.16 59.46 60.21 88.68 99.37 61.86 37.71 83.21 For the For the 610.63 185.37 133.74 3,522.77 2,302.91 6,021.24 - Upto Upto 2014 2014 10.91 333.67 434.36 351.98 416.30 557.88 850.66 130.98 647.00 716.92 145.43 141.62 130.88 1st April, 1st April, 2,894.46 37,802.88 43,147.69 37,179.25 As at As at 2015 2015 510.15 495.86 480.07 153.16 898.70 737.79 245.19 541.86 378.44 423.19 2,853.37 6,392.43 1,384.56 1,394.56 12,715.63 31st March, 31st March, 31st March, 31st March, 103,836.00 127,728.95 129,267.28 ------7.93 4.47 5.55 40.74 34.96 93.65 88.54 Deductions Deductions - - - - Gross Block Gross Gross Block Gross 0.69 9.40 17.40 40.37 10.00 34.44 10.00 22.05 31.22 187.25 280.59 1,631.98 Additions Additions 1,030.62 26,686.78 As at As at 2014 2014 492.75 485.86 520.12 153.16 898.70 711.28 241.34 541.86 347.22 423.19 1st April, 1st April, 1,384.56 2,813.00 6,111.84 1,362.51 12,532.85 102,840.34 127,728.95 101,130.71 The Company’s land of about 5.08 acres was given possession to M/s.Hyderabad Vanaspathi Limited. The sale price of the same is yet to be adjusted pending permission from the permission from pending adjusted to be yet is same the price of The sale Limited. Vanaspathi to M/s.Hyderabad possession was given acres 5.08 of about land Company’s The Government of Andhra Pradesh. 23 guntas) is yet to be year 14.06 acres and 23 guntas (previous ` 15.71 lakhs) admeasuring 14.06 acres year of the land costing ` 15.71 lakhs (previous The title in respect in the name of Company. transferred in the name of Company. allotted by APIIC Ltd during the year 2009-10, is yet to be transferred of land costing ` 26.06 lakhs admeasuring 5.05 acres The title in respect paid to the State Governmentin favour of Company by the premium of Orissa for alienation 56.91 acres Cost of leasehold land amounting to ` 153.16 lakhs represents of lease. by the Government by giving 6 months notice in writing during the tenure virtue of lease deeds for 90/99 years and the said land can be resumed to the land situated at Samalkot, East Godavari Dist. on which Plant and Machinery Buildings of Sugar manufacturing facility costing The long term lease period relating 1,357.89 lakhs) respectively, expired on 12th August,1996. The Company is negotiating expired ` 1,357.89 lakhs) respectively, year: year: ` .8,530.96 lakhs) and 1,506.37 lakhs (previous ` 9,055.18 lakhs (previous or sell the same to Company. to get the lease renewed with the landlords TANGIBLE ASSETS: TANGIBLE ASSETS: INTANGIBLE Furniture and Fixtures Land- Freehold Land- Freehold Computer Software Vehicles - Leasehold Water drawing Rights Water Office Equipment Office Buildings- Factory Air conditioners and Coolers Railway Sidings Plant and Equipment Other Assets Power Lines ***
Particulars Particulars 1. 1. 5.
2. 6. 2. TOTAL TOTAL 7. - Others Previous Year 8. 3. 9. 4. 10. TOTAL TOTAL Previous Year 14 15. *** Cost incurred by the Company, ownership of which vests with a State Owned Power Distribution Company. by the Company, *** Cost incurred a) b) c) d) e)
118 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) Notes 119 5.00 5.00 4.36 5.76 270.08 168.17 633.40 173.93 633.40 101.91 101.91 ` in lakhs ` in lakhs 4,150.00 9,080.40 5,200.00 76,555.72 31st March, 2014 31st March, 2014 5.00 4.36 22.00 11.46 264.38 162.47 173.93 675.56 101.91 101.91 675.56 4,150.00 9,080.40 5,200.00 86,917.54 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 2015 31st March, 2/- each in Nava Bharat Energy Investment in Subsidiaries paid up Investment in Equity instruments, fully (unquoted) of ` 10/- each in Brahmani Infratech 4,14,99,998 shares Private Limited 11,00,000 (Previous year:2,50,000) shares of ` 2/- each in year:2,50,000) shares 11,00,000 (Previous Nava Bharat Realty Limited 2/- each in Nava Bharat Projects of ` 2/- each in Nava Bharat Projects 45,40,20,000 shares Limited 26,00,00,000 shares of ` 26,00,00,000 shares India Limited ** 2,50,000 shares of ` 2/- each in Nava Bharat Sugar and 2,50,000 shares Bio Fuels Limited 16,870 shares of S$ 1/- each in Nava Bharat (Singapore) of S$ 1/- each in Nava Bharat (Singapore) 16,870 shares Pte. Limited 15,45,90,000 (previous year 13,75,90,000) shares of US$ of shares 13,75,90,000) year (previous 15,45,90,000 Pte. Limited 1/- each in Nava Bharat (Singapore) Trade investments (at cost unless otherwise stated) Trade a.
NON - CURRENT INVESTMENTS: (at cost less accumulated Investment in Property depreciation) WORK-IN-PROGRESS: CAPITAL i. TOTAL Less: Accumulated depreciation TOTAL TOTAL Cost of buildings given on operating leases Land at cost Direct costs Direct
17 16 Particulars Particulars
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 17 NON - CURRENT INVESTMENTS: (CONTD.) b. Investment in Other Companies Investment in Equity Instruments, fully paid up (quoted) 200 shares of ` 10/- each in Kothari Sugars & Chemicals 0.01 0.01 Limited # 2,857 shares of ` 10/- each in The Jeypore Sugar Company 1.16 1.16 Limited Investment in Equity Instruments, fully paid up (unquoted) 17 shares of ` 10/- each in A P Gas Power Corporation 0.00 0.00 Limited 6,46,600 shares of ` 10/- each in Malaxmi Highway 64.66 64.66 Private Limited 25,844 shares of ` 10/- each in Kinnera Power Company 2.58 2.58 Private Limited ii. Other investments (at cost unless otherwise stated) a. Investment in Other Companies Investment in Equity Instruments, fully paid up (quoted) 63,300 Shares of ` 10/- each in Avanthi Leathers Limited # 0.63 0.63 76,830 Shares of ` 10/- each in NB Footwear Limited # 1.81 3.96 1,500 shares of ` 10/- each in Avanthi Feeds Limited 0.15 0.15 8,000 shares of ` 10/- each in IDBI Bank Limited # 5.68 5.22 22,800 shares of ` 10/- each in Andhra Bank 2.28 2.28 12,284 shares of ` 1/- each in Tata Consultancy Services 26.10 26.10 Limited 9,651 shares of ` 10/- each of MOIL Limited # 26.69 24.27 Investment in Equity Instruments, fully paid up (unquoted) 75,000 shares of ` 10/- each in Srinivasa Cystine Limited 5.00 5.00 - (Previous year 8,000) Shares of ` 10/- each in GSR - 0.28 Advisory Services Private Limited
120 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) - Notes 121 8.31 2.50 16.05 17.00 32.61 96.40 134.83 753.77 320.82 ` in lakhs ` in lakhs 4,852.46 2,879.34 1,043.16 95,409.36 95,139.28 95,075.50 31st March, 2014 31st March, 2014 - - 0.90 11.81 56.03 31.87 96.40 138.88 735.12 391.68 2,879.34 1,177.94 4,999.12 105,452.44 105,781.33 105,516.95 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 31st March, 2015 31st March, Loans to others Staff loans Staff Advance for purchases and expenses Advance for purchases Loan to a non-corporate body Other advances 6 years National Savings Certificates * 6 years National Savings Share application money to a subsidiary application Share TOTAL TOTAL (Secured, considered good) considered (Secured, Other loans and advances:
Security Deposits Other loans and advances Other receivables TOTAL TOTAL TOTAL
LONG TERM LOANS AND ADVANCES: b. Investments in Government b. Investments in Securities (unquoted) Aggregate provision for diminution in the value of investments provision Aggregate Aggregate amount of unquoted investments Aggregate Aggregate amount of quoted investments Aggregate Aggregate market value of quoted investments Aggregate (Unsecured, considered good) considered (Unsecured, Capital Advances
6 year National Savings Certificates are in the names of employees of the Company and the certificates in respect of face certificates in in the names of employees of the Company and the 6 year National Savings Certificates are pledged with various Government Departments as security. year ` 2.50 lakhs) were value of ` 0.90 lakhs (Previous 18 Particulars Particulars # At cost less diminution (current and previous years). and previous (current # At cost less diminution
** Pledged as security for the loans availed by Nava Bharat Energy Limited, a subsidiary Company. ** Pledged as security for the loans availed *
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 19 OTHER NON-CURRENT ASSETS: Prepaid expenses 12.89 - Payments made under protest 115.58 115.58 Interest receivable 795.13 535.99 Other receivables 206.34 206.34 MAT Credit Entitlement 19,406.21 16,906.21 TOTAL 20,536.15 17,764.12
` in lakhs Particulars 31st March, 2015 31st March, 2014 20 INVENTORIES: At cost: Raw Materials 12,578.17 14,477.00 Raw Material-in-transit 1,588.26 645.11 Work in Progress 390.83 360.94 Finished Goods 2,318.71 10,458.73 Stock-in-trade 49.57 53.62 Stores and Spares 5,865.52 5,755.64 Others 5.04 2.99 At realisable value: Work in Progress 22.95 - Finished Goods 11,564.71 416.91 TOTAL 34,383.76 32,170.94
` in lakhs Particulars 31st March, 2015 31st March, 2014 21 TRADE RECEIVABLES: (Unsecured, considered good) Due over six months 1,478.34 1,357.21 Due for less than six months: from a subsidiary Company 11,300.43 9,818.54 from Others 9,234.50 4,794.15 TOTAL 22,013.27 15,969.90
122 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) - - Notes 123 5.00 3.90 57.37 682.11 193.98 791.42 ` in lakhs ` in lakhs 2,358.09 5,252.64 1,918.27 2,453.33 2,453.33 3,550.45 13,809.39 16,262.72 11,710.66 10,706.82 31st March, 2014 31st March, 2014 - 1.40 6.08 47.96 51.66 532.00 200.70 912.08 297.84 6,437.87 3,733.35 6,178.25 2,688.17 3,749.70 2,243.29 3,711.65 10,492.96 16,930.83 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 31st March, 2015 31st March, Balance with Statutory Authorities Staff Advances Staff Security deposits Other receivables On Unpaid Dividend Accounts Advances for purchases and expenses Advances for purchases Margin Money Deposits Fixed Deposits Loans to others On Cash Credit accounts On Cash Credit Other receivables Inter Corporate Deposit On Current accounts On Current
TOTAL TOTAL
TOTAL TOTAL
(Unsecured, considered good) considered (Unsecured,
Cash on Hand Other bank balances: Other loans and advances: good) considered (Secured,
SHORT TERM LOANS AND ADVANCES: SHORT CASH AND CASH EQUIVALENTS: CASH AND CASH Loans and Advances to related parties: Loans and Advances to related good) considered (Unsecured, Balances with Banks:
23 22 Particulars Particulars
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 24 OTHER CURRENT ASSETS: Prepaid Expenses 250.19 219.25 Accrued Conversion Charges - 135.94 Interest Accrued 48.62 528.49 Advance Income Tax (net of provision) 870.88 689.77 TOTAL 1,169.69 1,573.45
` in lakhs Particulars 31st March, 2015 31st March, 2014 25 REVENUE FROM OPERATIONS: Sale of Products Finished Goods Ferro Alloys 58,741.67 40,126.19 Sugar 12,062.17 13,319.51 Electric Power 63,090.73 65,443.03 Others 1,439.16 1,992.96 135,333.73 120,881.69 Less: Inter Divisional transfers 23,993.13 23,164.60 111,340.60 97,717.09 Traded goods Fertilizers 225.83 311.47 PVC Pipes 39.09 22.86 Others 108.10 92.48 Sale of Services Ferro Alloys Conversion Charges 4,964.46 12,316.09 Other Operating Revenue Export Incentives 1,699.80 1,865.68 Revenue from Operations (Gross) 118,377.88 112,325.67 Less: Excise Duty 3,084.00 2,270.85 Revenue from Operations (Net) 115,293.88 110,054.82
124 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) Notes 125 1.34 8.69 72.25 11.49 16.99 292.78 221.33 319.55 522.67 476.61 994.67 ` in lakhs ` in lakhs 5,410.79 2,472.42 14,477.00 58,918.05 11,277.69 62,117.36 73,395.05 31st March, 2014 31st March, 2014 0.74 4.28 0.08 70.02 22.52 21.91 821.20 245.31 639.69 501.44 258.34 2,515.28 5,100.81 12,578.17 14,477.00 73,240.40 87,717.40 75,139.23 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 31st March, 2015 31st March, Foreign Exchange Fluctuations Exchange Foreign Miscellaneous Receipts Excess provisions/credit balances written back Excess provisions/credit Rents earned Gain on Sale of Tangible Assets Gain on Sale of Tangible Adjustments to the carrying amount of investments Non Current Investments Non Current Inventory at the end of the year Bank Deposits TOTAL TOTAL
Claims Other Non Operating Income (net of expenses): Dividend Income from Investments Dividend Income from Net Gain on Sale of investments Others Cost of materials consumed * COST OF MATERIALS CONSUMED: COST OF MATERIALS OTHER INCOME: Inventory at the beginning of the year of materials Add: Purchase Less: Interest Income: Interest
825.34 lakhs consumed for ferro alloys conversion (job work) during the costing ` 825.34 lakhs consumed for ferro Chrome Includes 4,600 MT of Ferro year 2014-15 27 26 Particulars Particulars *
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 Details of materials consumed: Coal 37,613.81 33,569.56 Quartz 449.14 326.30 Dolomite 202.16 88.20 Chrome Ore 3,413.34 529.19 Chrome Ore for conversion (job work) 825.34 - Manganese Ore 18,936.75 12,786.68 Ferro Manganese Slag 1,067.81 930.38 Coke 2,470.48 487.04 Anthracite Coal - 11.65 Cane 9,405.20 9,179.07 Others 755.20 1,009.98 TOTAL 75,139.23 58,918.05 Details of Inventory: Coal 6,781.29 8,655.15 Quartz 67.40 174.99 Dolomite 46.85 75.66 Chrome Ore 511.91 1,011.21 Manganese Ore 4,582.75 3,871.38 Ferro Manganese Slag 176.15 212.48 Coke 228.53 214.01 Others 183.30 262.12 TOTAL 12,578.18 14,477.00
` in lakhs Particulars 31st March, 2015 31st March, 2014 28 PURCHASE OF TRADED GOODS: Fertilizers 191.90 274.04 PVC Pipes 31.53 30.22 Others 47.16 53.36 TOTAL 270.59 357.62
126 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) Notes 127 1.21 45.95 53.62 37.05 77.08 44.74 214.22 360.94 412.50 966.86 683.44 843.73 341.14 ` in lakhs ` in lakhs 1,622.09 2,960.46 1,250.86 7,617.86 12,912.29 11,290.20 12,650.91 10,875.64 31st March, 2014 31st March, 2014 - 53.62 49.57 13.04 39.97 45.92 360.94 413.78 187.66 803.37 372.64 3,046.22 1,030.27 1,326.10 1,020.08 7,885.27 11,290.20 14,346.77 10,875.64 13,883.42 (3,056.57) Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 31st March, 2015 31st March, Work in progress Work Work in Progress Work Finished Goods Finished Goods Traded goods Traded Traded goods Traded
Scrap (INCREASE)/DECREASE IN INVENTORIES
OTHER MANUFACTURING EXPENSES: OTHER MANUFACTURING (INCREASE)/DECREASE IN INVENTORIES: (INCREASE)/DECREASE end of the year Inventories at the Fly Ash Bricks manufacturing Stores Consumed Stores Inventories at the beginning of the year Inventories at the beginning of the Fuel and Water Power, Briquetting expenses expenses Organic Manure Raw Material Handling expenses Cane Development expenses Finished Product Handling expenses Finished Product and Analysis charges Testing TOTAL Other expenses
30 29 Particulars Particulars
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 31 EMPLOYEE BENEFITS EXPENSE: Salaries, Wages and Bonus 6,259.85 6,290.63 Contribution to Provident and Other Funds 381.58 386.93 Staff Welfare Expenses 422.86 436.63 Retirement Benefits 217.38 358.27 TOTAL 7,281.67 7,472.46
` in lakhs Particulars 31st March, 2015 31st March, 2014 32 FINANCE COSTS: Interest 2,010.38 791.05 Bank Charges and Commission 157.85 295.86 Prompt Payment Rebate 656.12 737.08 TOTAL 2,824.35 1,823.99
` in lakhs Particulars 31st March, 2015 31st March, 2014 33 DEPRECIATION AND AMORTISATION EXPENSE: Depreciation on Tangible Assets 3,522.77 6,021.24 Amortisation of Intangible Assets 99.37 133.74 Depreciation on Investment Property 5.70 2.84 TOTAL 3,627.84 6,157.82
128 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) - Notes 129 8.99 0.25 5.96 2.52 1.09 20.24 73.10 74.40 26.97 42.39 71.24 202.09 418.00 276.25 615.84 463.49 127.87 (102.44) ` in lakhs 1,604.01 1,612.83 1,726.23 1,465.91 8,737.23 31st March, 2014 0.25 5.96 6.51 0.30 0.48 25.79 78.03 66.80 29.21 10.11 11.93 62.38 405.04 130.93 352.21 243.61 585.36 558.88 465.18 1,743.49 2,391.56 2,242.77 1,692.92 11,109.70 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, for tax audit for other matters OTHER EXPENSES: Central Excise Duty * Rates and Taxes Rent and Transportation Freight Advertisement and sales promotion Insurance Communications Maintenance Vehicle auditors Payments to Auditors : as Travelling and Conveyance Travelling Charges Legal and Professional for expenses for Cost Auditor fees Repairs and Maintenance to: Machinery Assets Other Buildings General Charges Obsolete Inventory written off CSR expenses Assets discarded Assets Loss on Sale of Tangible TOTAL
Excise Duty represents the aggregate of Excise Duty borne by the Company and the difference between Excise Duty on between Excise Duty of Excise Duty borne by the Company and the difference the aggregate Excise Duty represents opening and closing stock of finished/saleable goods. 34 Particulars *
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 35 EXCEPTIONAL ITEMS: Adjustments relating to earlier years (net): Power price difference - 8.73 Input tax credit - 37.01 Unscheduled Inter-Change Charges 19.96 62.45 Interest 21.70 - Miscellaneous expenses - 0.47 Difference in conversion charges - 280.15 Transport subsidy - 48.36 TOTAL 41.66 437.17
36 Depreciation for the year is provided as per Schedule II of the Companies Act, 2013, accordingly ` 510.24 lakhs being the remaining carrying amount of the assets whose remaining useful life is nil and the deferred tax thereon amounting to ` 84.72 lakhs are recognised in the opening balance of retained earnings.
37 In the opinion of the management, the Current Assets, Loans and Advances are expected to realise at least the amount at which they are stated, if realised in the ordinary course of business and provision for all known liabilities have been adequately made in the accounts.
38 Considering the projects being implemented and in view of expected cash inflows in subsidiaries in coming years, the management is of the opinion that there is no need to provide for the losses so far incurred by the subsidiaries.
39 i) Disclosure of Sundry Creditors under Trade Payables is based on the information available with the Company regarding the status of the suppliers as defined under the “Micro, Small and Medium Enterprises Development Act, 2006” and relied upon by the Auditors.
ii) Details of total outstanding dues to Micro and Small Enterprises as per “Micro, Small and Medium Enterprises Development Act, 2006”.
` in lakhs Particulars 31st March, 2015 31st March, 2014 The principal amount and the interest due thereon (to be shown separately) 908.62 524.08 remaining unpaid to any supplier as at the end of each accounting year The amount of interest paid by the buyer in terms of Section 16 of the Nil Nil Micro, Small and Medium Enterprises Development Act, 2006 along with the amounts of the payment made to the supplier beyond the appointed day each accounting year.
130 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) - - Nil Nil Nil Notes lakhs 131 26.96 248.13 9,993.67 1,327.91 ` in lakhs 31.03.2014 31st March, 2014 35.41 183.87 560.93 Amount in INR 1,310.21 3,749.70 Nil Nil Nil 11,802.71 31.03.2015 - - 4.14 0.45 22.17 Nava Bharat Ventures Limited Nava Bharat Ventures 166.81 31st March, 2015 31st March, 31.03.2014 0.57 2.94 8.98 20.97 60.00 188.86 Amount in USD 31.03.2015 Sale of goods Services Guarantee Commission Loan Receivable on account of: Particulars Interest Payables on account of import of goods Foreign currency exposure not hedged by derivative instruments: exposure currency Foreign Derivative contracts outstanding as at the year end: USD 25.00 lakhs (previous year: nil) year end: USD 25.00 lakhs (previous Derivative contracts outstanding as at the
b) The Company uses derivative financial instruments such as forward contracts and currency swap to hedge currency swap to hedge currency contracts and currency such as forward The Company uses derivative financial instruments and derivative contracts entered financial and all US Dollars in mostly denominated and anticipated, present exposures, for hedging purpose only. into by the Company are as follows: are The information on derivative instruments a)
The amount of interest accrued and remaining unpaid at the end of each unpaid and remaining accrued The amount of interest accounting year; and even in the due and payable remaining The amount of further interest actually dues as above are interest succeeding years, until such date when the as a deductible disallowance of paid to the small enterprise for the purpose Enterprises Small and Medium under Section 23 of the Micro, expenditure Development Act, 2006. The amount of interest due and payable for the period of delay in making and payable for the period of delay in making due The amount of interest the during day appointed the beyond but paid been have (which payment Small and specified under Micro, the interest year) but without adding Development Act, 2006. Medium Enterprises Particulars
40
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 41 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR) i) Contingent liabilities: a) Claims against the Company not acknowledged as debts 2,863.22 2,625.29 b) Guarantees 62,415.92 50,720.20 c) Other money for which the Company is contingently liable: i) Demand from Income Tax department disputed 926.63 660.08 ii) Showcause notices received from Central Excise Dept.* 1,313.80 1,339.05 iii) Others 198.81 198.81 d) As per the “Renewal Power Purchase obligation (Compliance by Purchase of Renewal Energy/Renewable Energy Certificates) Regulations 2012” of APERC, the Company is under obligation for the year to comply with the said regulations. However as the Company contested the applicability of regulations to the Company in the Hon’ble High Court of A.P., compliance cost is not provided to the extent of 849.69 548.46 ii) Commitments: Estimated amount of contracts remaining to be executed on 124.55 104.68 capital account and not provided for
* Represent showcause notices received to issue demands and pending for final consideration. The Company has already submitted its objections in writing against the said notices.
` in lakhs Particulars 31st March, 2015 31st March, 2014
Percentage Value Percentage Value 42.1 VALUE OF MATERIAL CONSUMED Indigenous 67.92 53,101.96 75.57 46,763.85 Imported 32.08 25,083.50 24.43 15,114.66 TOTAL 100.00 78,185.46 100.00 61,878.51
132 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) - - Notes 133 44.47 30.09 175.18 515.67 111.83 248.13 ` in lakhs ` in lakhs ` in lakhs ` in lakhs 1,582.42 1,466.36 1,327.91 1,938.36 (1,066.75) 22,865.61 14,290.38 31st March, 2014 31st March, 2014 31st March, 2014 31st March, 2014 18.68 35.41 12.98 174.80 555.69 140.98 183.87 419.01 132.52 (984.21) 1,539.90 1,582.42 1,310.21 32,803.51 20,841.11 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 31st March, 2015 31st March, 31st March, 2015 31st March, 31st March, 2015 31st March, Net Assets/(liability) recognised in Balance Sheet as provision Net Assets/(liability) recognised Service Cost Current Fair value of Plan Assets cost Interest Present value of obligation Present value of obligation as at the beginning of the year Present The amounts recognised in the Balance Sheet: The amounts recognised Changes in the present value of defined obligation: Changes in the present
EXPENDITURE IN FOREIGN CURRENCY DURING THE EXPENDITURE IN FOREIGN CURRENCY BASIS) YEAR ON ACCOUNT OF (ON ACCRUAL VALUE OF IMPORTS CALCULATED ON C.I.F. BASIS IN ON C.I.F. CALCULATED OF IMPORTS VALUE RESPECT OF EMPLOYEE DEFINED BENEFITS AS PER AS-15 (REVISED): GRATUITY a) Project support services support Project b) Interest earned Interest Guarantee commission earned EARNINGS IN FOREIGN EXCHANGE ON ACCOUNT OF EARNINGS IN FOREIGN EXCHANGE basis Export of goods calculated on F.O.B. Interest Raw Materials parts Components and spare Capital goods Others
Particulars 42.3 42.2 43 42.4 Particulars Particulars Particulars
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 43 EMPLOYEE DEFINED BENEFITS AS PER AS-15 (REVISED): GRATUITY (CONTD.) Benefits paid (32.06) (136.98) Actuarial (gain)/loss on obligation (326.24) (33.97) Present value of obligation as at the end of the year 1,539.90 1,582.42 c) Reconciliation of Opening and Closing balances of fair value of Plant Assets: Fair value of plan assets as at the beginning of the year 515.67 458.00 Return on plan assets 45.76 38.92 Contributions 46.73 57.85 Benefits paid (32.06) (38.47) Actuarial gain/(loss) (20.41) (0.63) Fair value of plan assets as at the end of the year 555.69 515.67 d) The amounts recognised in the Statement of Profit and Loss: Current Service Cost 174.80 175.18 Interest cost 140.98 111.83 Expected return on Plan Assets (45.76) (38.92) Actuarial (gain)/loss on benefits paid (305.83) (33.34) Expenses recognised in the Statement of Profit and Loss (35.81) 214.75 e) Principal actuarial assumptions: Discount rate per annum 7.77% 9.00% Rate of escalation in Salary (per annum) 6.00% 6.00% Rate of return (expected) on plan assets 8.75% 8.75% Retirement age 58 years 58 years
The rate of escalation in salary considered in actuarial valuation is estimated taking into account inflation, seniority, promotion and other relevant factors. The above information is certified by an actuary.
134 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone)
Notes
135
depreciation
32.20 32.20 0.15 5.17 17.30 9.58 55.61 0.30 25.45 1.19 28.67 Non-cash expenses other than than other expenses Non-cash
6,157.81 6,157.81 2.35 559.30 4,755.54 840.62 3,627.84 2.44 546.14 2,403.59 675.67 Depreciation
1,286.48 1,286.48 53.30 519.61 468.36 245.21 1,684.14 106.16 604.06 740.70 233.22 expenditure Capital 6.
Total liabilities Total 292,819.60 292,819.60 281,462.17 281,462.17
Nava Bharat Ventures Limited Nava Bharat Ventures Unallocated 276,920.10 276,920.10 271,930.27 271,930.27
9,531.90 9,531.90 34.64 3,381.38 2,783.28 3,332.60 15,899.50 4.55 4,636.34 4,192.96 7,065.65 Liabilities Segment 5.
Total Assets Total 292,819.60 292,819.60 281,462.17 281,462.17
Unallocated Unallocated 141,070.01 141,070.01 130,440.48 130,440.48
151,021.69 151,021.69 28.54 18,930.65 94,222.71 37,839.79 151,749.59 92.92 17,476.49 87,018.69 47,161.49 Assets Segment 4.
Net Profit Net 14,246.92 14,246.92 19,309.89 19,309.89
Taxation for the year the for Taxation 1,024.03 1,024.03 3,011.43 3,011.43
Profit before tax before Profit 15,270.95 15,270.95 22,321.32 22,321.32
Less: Finance Charges Finance Less: 2,824.35 2,824.35 1,823.99 1,823.99
Add: Other unallocable Income unallocable Other Add: 662.34 662.34 549.68 549.68
segment margin segment
23,595.63 23,595.63 (42.58) 573.46 12,307.80 10,756.95 17,432.96 (98.23) (227.22) 11,349.11 6,409.30 Segment Result excluding inter inter excluding Result Segment 3.
Result Segment 2. 23,595.63 23,595.63 (42.58) 632.97 20,798.40 2,206.84 17,432.96 (98.23) (234.76) 18,036.89 (270.94)
Segment Revenue (net) Revenue Segment 116,424.35 116,424.35 7.08 15,390.07 44,870.16 56,157.04 122,090.79 - 13,984.61 40,760.91 67,345.27
Less: Inter segment revenue segment Inter Less: 23,959.06 23,959.06 - 813.75 22,753.70 391.61 24,718.68 - 647.04 23,808.22 263.42
Segment Revenue (gross) Revenue Segment 1. 140,383.41 140,383.41 7.08 16,203.82 67,623.86 56,548.65 146,809.47 - 14,631.65 64,569.13 67,608.69
Alloys
Particulars Total Others Sugar Power Ferro Total Others Sugar Power Alloys Ferro
31st March, 2015 March, 31st 31st March, 2014 March, 31st
in lakhs in `
the internal financial reporting system. reporting financial internal the iv)
and structure; organisation the iii)
returns; and risks differing the ii)
the nature of products and services; and products of nature the i)
The company has identified the reportable primary business segments considering: segments business primary reportable the identified has company The
PRIMARY DISCLOSURES: PRIMARY A.
SEGMENT INFORMATION AS PER AS 17: AS PER AS INFORMATION SEGMENT 44
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
B. SECONDARY DISCLOSURES: Total Carrying amount of Segment Assets by geographical location of Assets, for each geographical Segment whose Segment Assets are 10 per cent or more of the total Assets of all geographical Segments.
` in lakhs 31st March, 2015 31st March, 2014 Cost incurred to acquire Assets Carrying Cost incurred to acquire Assets Carrying Geographical Segment (Tangible and Intangible) amount of (Tangible and Intangible) amount of Put to use Capital Segment Put to use Capital Segment Work-in-progress Assets Work-in-progress Assets Ferro Alloy Plant 99.20 182.38 31,095.71 508.84 243.22 29,062.22 Paloncha, Khammam Dist. Telangana Ferro Alloy Plant 24.98 14.98 16,065.78 58.91 16.13 8,777.57 Kharagprasad, Dhenkanal Dist. Odisha Power Plant 305.06 541.24 28,295.54 3.23 68.35 33,237.74 Paloncha, Khammam Dist. Telangana Power Plant 231.41 - 47,175.04 24,927.51 346.44 49,909.12 Kharagprasad, Dhenkanal Dist. Odisha Power Plant 144.83 - 11,548.12 50.09 - 11,075.85 Dharmavaram, East Godavari Dist. A.P. Note: As it is not practicable to identify the expenditure relatable to export turnover, the revenue from sales to customers located outside India is not considered as a reportable geographical segment.
45 As required by Accounting Standard (AS 28) “Impairment of Assets”, the management has carried out the assessment of impairment of assets and no impairment loss has been recognised during the year other than the assets discarded/ dismantled and written off.
136 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) Notes 137 Nava Bharat Ventures Limited Nava Bharat Ventures Sri D. Ashok, Chairman Prasad, Managing Director Trivikrama Sri P. Director Sri G.R.K. Prasad, Executive Development) (Business Director Durga Prasad, Sri C.V. of Sri D Ashok Smt. D. Ramaa - wife Sri D. Ashwin - son of Sri D Ashok Sri D. Nikhil - son of Sri D Ashok of Sri D Ashok Rajasekhar - brother D. Dr. Smt. D. Bhaktapriya - mother of Sri D Ashok Smt. A. Nilima - sister of Sri D Ashok Prasad of Sri P Trivikrama - wife Rajashree Smt. P. Prasad Sruthi - daughter of Sri P Trivikrama Smt. P. Kumari - wife of Sri G R K Prasad Smt. G. S. P. Durga Prasad Smt. C. Umamaheswari - wife of Sri C V M/s.Nava Bharat Energy India Limited Limited M/s.Nava Bharat Projects M/s.Nava Bharat Realty Limited M/s.Nava Bharat Sugar and Bio Fuels Limited M/s.Brahmani Infratech Private Limited Pte Limited M/s.Nava Bharat (Singapore) M/s.PT Nava Bharat Sungai Cuka M/s.PT Nava Bharat Indonesia M/s.Maamba Collieries Limited Power Co. Ltd M/s.Kobe Green Pvt Limited M/s.Nava Bharat Africa Resources Development Limited M/s.Kariba Infrastructure M/s.NB Rufiji Private Limited Limited M/s.NB Tanagro M/s.Nava Energy Pte. Limited M/s.Nava Bharat Lao Energy Pte. Limited M/s.Namphak Power Company Limited management personnel: Key Management Personnel: Relatives of key Enterprise: the reporting Enterprises controlling Subsidiaries: i) ii) iii) Names of related parties and relation with the Company : and relation parties Names of related
THE DETAILS OF RELATED PARTY TRANSACTIONS IN TERMS OF ACCOUNTING STANDARD IN TERMS OF ACCOUNTING STANDARD TRANSACTIONS PARTY OF RELATED THE DETAILS FOLLOWS: (AS 18) ARE AS a)
46
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
46 THE DETAILS OF RELATED PARTY TRANSACTIONS IN TERMS OF ACCOUNTING STANDARD (AS 18) ARE AS FOLLOWS: a) Names of related parties and relation with the Company : (Contd.)
Enterprises over which key management M/s.Nava Bharat Natural Resources India Limited personnel/ their relatives exercise significant M/s.Nav Developers Limited influence: M/s.S R T Investments Private Limited M/s.A N Investments Private Limited M/s.V9 Avenues Private Limited M/s.A9 Homes Private Limited M/s.AV Dwellings Private Limited M/s.Brahmani Skyline Constructions Private Limited M/s.Brahmani Infrastructure Projects Private Limited M/s.Brahmani Infotech Private Limited M/s.V9 Infra Ventures Private Limited M/s.Pinnamaneni Healthcare Private Limited M/s.Malaxmi Highway Private Limited M/s.Kinnera Power Company Private Limited Dr. Devineni Subba Rao Trust M/s. Gunnam Subbarao and Ramayamma Trust
b) Particulars of transactions during the year:
` in lakhs
Particulars 31st March, 2015 31st March, 2014 i) Transactions with Key Management personnel: Sri D Ashok Remuneration 472.29 670.06 Sri P Trivikrama Prasad Remuneration 469.03 669.75 Sri G R K Prasad Remuneration 238.81 242.51 Sri C V Durga Prasad Remuneration 175.97 186.93
138 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone) ------Notes 139 1.84 30.60 47.79 47.79 15.20 270.00 455.70 248.13 ` in lakhs 1,327.91 48,490.85 22,983.72 31st March, 2014 4.08 1.87 4.31 62.66 35.41 12.60 12.60 15.20 270.00 537.86 121.21 5,200.00 1,310.21 3,749.70 17,186.13 10,361.82 27,191.11 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, Utility charges received of fixed assets Purchase Lease rent earned Lease rent Sale of Fly Ash Bricks (face value) by pledge of Shares Security provided Guarantee Commission charged (Equity Contributions in Cash) Finance provided Guarantee Commission charged Project Support Services rendered Support Project Sale of ferro alloys Sale of ferro M/s.Nava Bharat Energy India Limited M/s.Maamba Collieries Limited M/s.Brahmani Infratech Private Limited Transactions with Subsidiaries: Transactions Pte Limited M/s.Nava Bharat (Singapore) Smt. C. Umamaheswari Smt. G. S. P. Kumari Smt. G. S. P. Transactions with relatives of Key Management of with relatives Transactions personnel: D. Rajasekhar Dr.
expense Interest Guarantee provided Guarantee Interest income Interest iii) Loan given Loan Rent Rent ii) Rent Particulars Particulars of transactions during the year: (contd.) Particulars of transactions
b)
to financial statements for the year ended 31st March, 2015 31st March, the year ended statements for to financial Notes Notes to financial statements for the year ended 31st March, 2015
c) Amount due from/(due to) related parties as at the year end: ` in lakhs Name of the party 31st March, 2015 31st March, 2014 1. Key Management personnel: Sri D Ashok (292.62) (471.82) Sri P Trivikrama Prasad (292.62) (471.82) 2. Subsidiaries: * M/s.Brahmani Infratech Private Limited (3,000.00) (3,000.00) M/s.Nava Bharat (Singapore) Pte. Limited 15,503.08 10,057.62 M/s.Nava Bharat Realty Limited - 17.00 M/s.Nava Bharat Energy India Limited 616.73 458.36 M/s.Maamba Collieries Limited 1,618.49 1,755.89
* Excluding the guarantees given and the securities provided.
Particulars 31st March, 2015 31st March, 2014 47 EARNINGS PER SHARE (E.P.S.) a) Net Profit as per Statement of Profit and Loss available for 14,246.92 19,309.89 Equity Shareholders (` in lakhs) b) Weighted average number of Equity Shares for Basic and 89,287,741 89,287,741 diluted EPS c) Nominal value of the share (`) 2.00 2.00 d) Basic earnings per share (`) 15.96 21.63 e) Diluted earnings per share (`) 15.96 21.63
48 Previous year figures have been re-grouped and/or reclassified wherever necessary to make them comparable with those of current year.
per our report of even date for and on behalf of the Board for Brahmayya & Co., Chartered Accountants Firm’s Registration Number: 000513S T. Hari Babu G.R.K. Prasad Chief Financial Officer Executive Director P. Chandramouli Partner Membership Number: 025211 M. Subrahmanyam Place : Hyderabad Company Secretary & P. Trivikrama Prasad Date : 29.05.2015 Vice President Managing Director
140 43rd Annual Report 2014-15
COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Standalone)
Limited Tanagro NB
Ltd Pvt. Resources Africa Bharat Nava Limited Company Power Namphak
Ltd. Co. Power Green Kobe Limited Pte. Energy Lao Bharat Nava 141
Indonesia Bharat Nava PT Limited Pte. Energy Nava
Cuka Sungai Bharat Nava PT Limited Fuels Bio and Sugar Bharat Nava
Form AOC-1 Form
Nava Bharat Realty Limited Realty Bharat Nava
year the during sold or liquidated been have which subsidiaries of Names 2. operations commence to yet are which subsidiaries of Names 1.
Notes:
Limited
NB Tanagro Tanagro NB 100.00 100.00 ------0.62 0.62 - 0.62 62.4950 $ US
Company Limited Company
Namphak Power Power Namphak 70.00 70.00 ------4,257.09 4,257.09 - 149.99 62.4950 $ US
Limited
Lao Energy Pte. Pte. Energy Lao Limited Nava Bharat Ventures
Nava Bharat Bharat Nava
100.00 100.00 - (2.22) - (2.22) - 2,867.40 2,867.77 2,867.77 (2.22) 231.23 62.4950 $ US
Limited
Nava Energy Pte. Pte. Energy Nava 100.00 100.00 - (1.36) - (1.36) - - 0.02 0.02 (1.36) 0.62 62.4950 $ US
Collieries Limited Collieries
Maamba Maamba 64.49 64.49 - 43.03 4.90 47.93 9,263.75 - 2,75,603.06 2,75,603.06 (56,163.74) 1,20,951.17 62.4950 $ US
Limited
(Singapore) Pte. Pte. (Singapore)
Nava Bharat Bharat Nava
100.00 100.00 - (5,561.52) 575.76 (4,985.76) 31,732.59 1,45,305.01 1,54,016.38 1,54,016.38 (3,110.77) 96,617.27 62.4950 $ US
Limited
Infratech Private Private Infratech
Brahmani Brahmani
65.74 65.74 - 465.62 259.94 725.56 864.01 4,107.63 10,915.29 10,915.29 1,579.83 6,312.50 - `
Fuels Limited Fuels
Sugar and Bio Bio and Sugar
Nava Bharat Bharat Nava
100.00 100.00 - (0.65) - (0.65) - - 1.15 1.15 (4.20) 5.00 - `
Realty Limited Realty
Nava Bharat Bharat Nava 100.00 100.00 - (0.89) - (0.89) - - 0.54 0.54 (22.22) 22.00 - `
Projects Limited Projects
Nava Bharat Bharat Nava 100.00 100.00 - 312.25 346.62 658.87 1,303.73 15,801.50 23,997.56 23,997.56 14,855.80 9,080.40 - `
Limited
Energy India India Energy
Nava Bharat Bharat Nava
100.00 100.00 - 10,251.24 211.35 10,462.59 55,254.47 - 88,003.06 88,003.06 18,091.78 20,000.00 - `
lakhs
in in lakhs in lakhs in lakhs in lakhs in lakhs in lakhs in lakhs in lakhs in lakhs in ` ` ` ` ` ` ` ` ` `
year
financial financial
Taxation the relevant relevant the
holding taxation taxation before before last date of of date last
subsidiary Share Share Dividend after after for for Liabilities Assets surplus and Capital (Loss) (Loss) rate on the the on rate Currency
Name of the the of Name
Reporting Reporting % of of % Proposed Profit Profit Provision Provision Investments Investments Total Total Reserves Share Turnover Profit/ Exchange Exchange
Part A: Subsidiaries A: Part
ending 31st March, 2015 (Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) Rules, (Accounts) Companies of 5 Rule with read 129 Section of (3) Sub-Section to proviso first to (Pursuant 2015 March, 31st ending
Form AOC-I: Statement containing salient features of the financial statements of Subsidiaries and Associate Companies for the year year the for Companies Associate and Subsidiaries of statements financial the of features salient containing Statement AOC-I: Form AOC 1 AOC Part B: Associates Name of Associate Kinnera Power Company Private Limited 1. Latest Audited Balance Sheet Date 31st March, 2015 2. Shares of the Associate held by the company on the year end: Number of shares 25,844 Amount of Investment in Associate ` 2.58 lakhs Extent of Holding 26.00% 3. Description of how there is significant influence Not applicable 4. Reason why the associate is not consolidated There is no economic interest as it is intended to dispose off the stake in this Company in the near future. 5. Networth attributable to Shareholding as per latest audited Balance (` 5.23 lakhs) Sheet 6. Loss for the year (i) Considered in Consolidation nil (ii) Not considered in Consolidation (` 0.11 lakhs)
1. Name of associate which is yet to commence operations : Nil 2. Names of associates or joint ventures which have been liquidated or sold during the year : Nil
for and on behalf of the Board
T. Hari Babu G.R.K. Prasad Chief Financial Officer Executive Director
M. Subrahmanyam P. Trivikrama Prasad Place : Hyderabad Company Secretary & Managing Director Date : 29.05.2015 Vice President
142 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) 143 Independent Auditor’s Report Auditor’s Independent Nava Bharat Ventures Limited Nava Bharat Ventures AUDITOR’S RESPONSIBILITY opinion on these an is to express Our responsibility on our audit. Consolidated Financial Statements based into account While conducting the audit, we have taken of the Act, the accounting and auditing the provisions to be included required and matters which are standards of the Act and the under the provisions in the audit report Rules made thereunder. with the Standards accordance audit in our conducted We of the Act. on Auditing specified under Section 143(10) we comply with the ethical that require Those Standards and plan and perform the audit to obtain requirements assurance about whether the Consolidated reasonable material misstatement. from free Financial Statements are to obtain audit An audit involves performing procedures in the disclosures evidence about the amounts and the selected The procedures Statements. Financial Consolidated judgment, including the assessment depend on the auditor’s of the Consolidated misstatement of material of the risks In fraud or error. Financial Statements, whether due to the auditor considers making those risk assessments, relevant to the Holding Company’s internal financial control that Statements Financial Consolidated the of preparation to design audit procedures give a true and fair view in order but not for the in the circumstances appropriate that are an opinion on whether the holding purpose of expressing company has an adequate internal controls financial reporting in place and the operating system over financial An audit also includes of such controls. effectiveness of the accounting policies evaluating the appropriateness of the accounting estimates used and the reasonableness as well of Directors, Board made by the Holding Company’s of the Consolidated as evaluating the overall presentation Financial Statements. believe that the audit evidence obtained by us and the We audit evidence obtained by the other auditors in terms of records, relevant to the preparation and presentation of presentation and preparation the to relevant records, that give a true and fair view the Financial Statements to whether due misstatement, material from free and are used for the purpose of which have been fraud or error, financial statements of the Consolidated the presentation company as aforesaid. of the holding by the Directors
The Holding Company’s Board of Directors is responsible is responsible of Directors Board The Holding Company’s Statements of these Consolidated Financial for preparation of the Companies Act, 2013 in terms of the requirements the Act”) that give a true and fair to as “ referred (hereinafter Consolidated view of the Consolidated financial position, cash flows of the financial performance and Consolidated entities, its associates and jointly controlled including Group with the accounting principles generally in accordance accepted in India, including the Accounting Standards read with Rule 7 specified under Section 133 of the Act, of the Companies (Accounts) Rules, 2014. The respective the in included companies the of Directors of Board entities and of its Associates and Jointly controlled Group maintenance of adequate accounting for responsible are of the Act for with the provisions in accordance records and for preventing of the assets of the Group safeguarding the selection and detecting frauds and other irregularities; accounting policies; making and application of appropriate and prudent; reasonable judgments and estimates that are and design, implementation and maintenance of adequate for operating effectively that were internal financial controls, ensuring the accuracy and completeness of the accounting MANAGEMENT’S RESPONSIBILITY FOR THE MANAGEMENT’S RESPONSIBILITY FINANCIAL STATEMENTS CONSOLIDATED We have audited the accompanying Consolidated Financial have audited the accompanying We LIMITED, VENTURES BHARAT NAVA of Statements “the Holding Company”) and to as referred (hereinafter its subsidiaries its subsidiaries (the Holding Company and its associates and to as “the Group”) together referred Consolidated the of comprising entities controlled Jointly 2015, the Consolidated Balance Sheet as at 31st March, Cash Flow the Consolidated and Loss, of Profit Statement a summary of Statement for the year then ended, and other explanatory the significant accounting policies and to as “the Consolidated referred information (hereinafter Financial Statements”) . REPORT ON THE CONSOLIDATED FINANCIAL ON THE CONSOLIDATED REPORT STATEMENTS
To The Members of Limited, Nava Bharat Ventures Hyderabad Independent Auditor’s Report Auditor’s Independent their reports referred to in sub paragraph (a) of the Other auditors whose reports have been furnished to us and for Matters paragraph below, is sufficient and appropriate to other Company which is not material to the Group, the provide a basis for our audit opinion on the Consolidated Management has certified the financial information. Financial Statements. The auditors of Nava Bharat (Singapore) Pte. Limited, OPINION Singapore (the Company) without qualifying their opinion on the financial Statements drew the attention to the In our opinion and to the best of our information and following . according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information (a) Financial support from holding company for required by the Act in the manner so required and give a true working capital and loans: and fair view in conformity with the accounting principles The Company is dependent on its holding company generally accepted in India, of the Consolidated state of to give financial support for its ongoing Investments. affairs of the Group, its Associates and Jointly Controlled In addition, the subsidiaries were in their preliminary Entities as at 31st March, 2015, and their Consolidated stages of operations. Therefore, the validity of the Profit and their Consolidated cash flows for the year ended going concern assumption on which the financial on that date. statements are prepared depends on the successful generation of income from these new businesses and EMPHASIS OF MATTER continuous availability of the financial support from the We draw attention to the following matters in the Notes to holding company. The holding company undertakes to the financial statements: give continuous financial support to meet its obligation as and when required. (a) Note 3 in the Consolidated Financial Statements on Development of Special Economic Zone and the (b) Amount due from subsidiaries: arbitration award relating to the dispute with the Co- As mentioned above, the subsidiaries are in their Developer. initial stages of operations. The amounts due from (b) Note 4 in the Consolidated Financial Statements subsidiaries are dependent on the outcome of their on attachment of the investments of one of the business and the directors are of the view that the subsidiaries. business of these subsidiaries will be successful. In the event that these outcomes are not favorable, Our opinion is not modified in respect of these matters. allowances for impairment for these receivables need to be done during subsequent years. OTHER MATTERS Our opinion is not modified in respect of these matters. We did not audit the Consolidated Financial Statements of one of the subsidiaries viz., Nava Bharat (Singapore) Pte. REPORT ON OTHER LEGAL AND REGULATORY Limited, Singapore (the group), whose financial statements reflect total assets of USD 516,381,227 equivalent to REQUIREMENTS: ` 322,712.45 Lakhs, total revenue of USD 69,939,096 1. As required by the Companies (Auditor’s Report) Order, equivalent to ` 43,708.45 Lakhs and net cash flows 2015 (“the Order”) issued by the Central Government amounting to USD 352,104 equivalent to ` 220.05 Lakhs. of India in terms of sub-section (11) of section 143 of The Consolidated Financial Statements as per the Indian the Act, based on the comments in the Auditor’s report GAAP, of the said subsidiary for the year ended 31st of the Holding Company and Subsidiary companies March, 2015 were certified and furnished to us by the incorporated in India, we give in the Annexure a Management. Out of the 6 Foreign subsidiaries considered statement on the matters specified in paragraphs 3 for Consolidation 5 Companies have been audited by other and 4 of the Order, to the extent applicable.
144 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) 145 Partner P. Chandramouli P. for Brahmayya & Co., Chartered Accountants Chartered Independent Auditor’s Report Auditor’s Independent Membership Number: 025211 Firm’s Registration Number: 000513S Firm’s Nava Bharat Ventures Limited Nava Bharat Ventures The Consolidated Financial Statements The Consolidated litigations pending of the impact disclose its position in financial on the Consolidated the financial statements – Refer Note 43 to Consolidated financial statements did not have any long-term The Group for contracts including derivative contracts foreseeable material any were there which losses. been no delay in transferring has There to the to be transferred, amounts, required Fund by Investor Education and Protection Subsidiaries its and Company Holding the incorporated in India. With other matters to be included to the respect with Rule Report in accordance in the Auditor’s Auditors) Rules, (Audit and 11 of the Companies and to the best of our 2014, in our opinion the explanations to information and according given to us: i. ii. iii. (f) Place : Hyderabad Date : 29.05.2015
On the basis of the written representations On the basis of the written representations of the Holding the Directors from received 2015 taken on record Company as on 31st March, company Holding the of Directors of Board the by of the Statutory Auditors of its and the reports Subsidiary Companies incorporated in India, companies, of the Group none of the directors 31st on as disqualified is India in incorporated as a director being appointed 2015 from March, in terms of Section 164 (2) of the Act. In our opinion, the aforesaid Consolidated In our opinion, the aforesaid Financial Statements comply with the Accounting specified under Section 133 of the Act, Standards Rule 7 of the Companies (Accounts) with read Rules, 2014. The Consolidated Balance Sheet, the The Consolidated Balance Sheet, and Loss, and Consolidated Statement of Profit dealt the Consolidated Cash Flow Statement with the in agreement with by this Report are purpose books of account maintained for the of the Consolidated Financial of preparation Statements. In our opinion, proper books of account as account of books proper opinion, our In of the to preparation by law relating required Consolidated Financial Statements aforesaid our have been kept so far as it appears from of examination of those books and the records the other auditors. We have sought and obtained all the information have sought and obtained We to the best of our and explanations which necessary for were knowledge and belief audit of the aforesaid the purposes of our Statements. Consolidated Financial
(e) (d) (c) (b) As required by Section 143 (3) of the Act, we report to we report by Section 143 (3) of the Act, As required that: the extent applicable, (a)
2. Independent Auditor’s Report Auditor’s Independent Annexure to the Auditor’s Report
The Annexure referred to in Para 1 under the heading of b. In our opinion and according to the information “Report on Other Legal and Regulatory Requirements” of and explanations given to us, receipt of the our report of even date, to the members of NAVA BHARAT principal amount and interest are as per the terms VENTURES LIMITED, HYDERABAD, for the year ended of such unsecured loan. March 31, 2015. 4. We are informed that the prices charged to Subsidiary Our report on the Order includes five Subsidiary Companies Companies cannot be compared with alternative incorporated in India, to which the order is applicable. quotations as most of the items/transactions are of The Holding Company together with the Subsidiaries is special in nature. Read with the above, in our opinion hereinafter referred to as the Company in reporting. and according to the information and explanations given to us, there are adequate internal control 1. a. The Company has maintained proper records systems commensurate with the size of the Company showing full particulars, including quantitative and the nature of its business with regard to purchase details and situation of fixed assets. of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have b. As explained to us, the management has not observed any continuing failure to correct major physically verified the fixed assets during the year weaknesses in internal control system. and there is a regular programme of verification which, in our opinion, is reasonable having regard 5. The Company has not accepted any deposits from the to the size of the Company and the nature of the public. Hence the provisions of Sections 73 to 76 or assets. No discrepancies were noticed on such any other relevant provisions of the Companies Act, verification. 2013, and the rules framed there under, do not apply to this Company. 2. a. The inventory has been physically verified during the year by the management. In our opinion, the 6. We have broadly reviewed the cost records maintained frequency of verification is reasonable. by the Company pursuant to sub-section (1) of section 148 of the Companies Act, 2013 and are of the opinion b. In our opinion, the procedures of physical that prime facie the prescribed accounts and records verification of inventories followed by the have been made and maintained. We have however management are reasonable and adequate in not made a detailed examination of the cost records relation to the size of the Company and the with a view to determine whether they are accurate or nature of its business. Complete. c. The Company is maintaining proper records of 7. a. According to the records of the Company, the inventory. The discrepancies noticed on physical company regular in depositing undisputed verification between the physical stocks and book statutory dues including provident fund, records were not material. employees‘ state insurance, income-tax, sales- 3. a. During the year, the Company has granted tax, wealth tax, service tax, duty of customs, duty unsecured loan to a foreign Subsidiary covered of excise, value added tax, cess and any other in the register maintained under Section 189 of statutory dues with the appropriate authorities. the Companies Act, 2013.The maximum amount b. According to the records of the Company, no un involved during year was USD 6.00 Million disputed statutory dues including provident fund, (equivalent to ` 3,749.70 lakhs) and the year employees‘ state insurance, income-tax, sales- end balance of such loan was USD 6.00 Million tax, wealth tax, service tax, duty of customs, duty (equivalent to ` 3,749.70 lakhs).
146 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) 147 Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Not yet paid Date of payment Independent Auditor’s Report Auditor’s Independent 31.05.2011 30.06.2011 30.04.2012 30.04.2012 30.06.2010 31.07.2010 31.08.2010 30.09.2010 31.10.2010 30.04.2009 15.04.2008 31.03.2009 31.03.2014 30.04.2009 30.04.2010 30.04.2012 30.04.2009 30.04.2010 30.04.2011 30.04.2012 30.04.2013 30.04.2014 30.04.2009 30.04.2010 30.04.2013 Due Date Nava Bharat Ventures Limited Nava Bharat Ventures April 2011 May 2011 2012 March 2003-04 to 2010-11 May 2010 Jun 2010 July 2010 Aug 2010 Sept 2010 2008-09 2003-04 to 2007-08 2008-09 2013-14 2008-09 2009-10 2011-12 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 1985-87 2008-09 2009-10 2012-13 2010-11 Period to which the amount relates ` 48,979 12,484 15,976 52,560 60,994 11,518 90,239 Amount 6,45,905 4,95,380 4,37,520 2,51,868 5,35,680 5,14,944 4,07,520 3,04,945 1,56,781 1,56,867 2,60,127 1,31,924 1,52,700 3,25,551 52,39,126 53,24,777 72,60,282 17,61,860 10,91,227 64,66,061 Electricity Duty - do - - do - - do - Electricity Duty Water Cess Water Water Cess Water Water Water Charges Customs Duty Electricity Electricity Duty Land Land Conversion Tax Nature of the Nature dues The A.P. Electricity Electricity The A.P. Duty Act, 2003 (as amended) - do - - do - - do - The A.P. Electricity Duty The A.P. Act, 2003 (as amended) GoAP, APPCB GoAP, OSPCB GoAP (I & CAD Dept) Customs Act,1962 Orissa Electricity Duty Act, 1961 AP AL(CFNAP) Act, 2006 AP AL(CFNAP) Act, Name of the Statute of excise, value added tax, cess and any other statutory dues were in arrears as at March 31, 2015 for a period of a period for 31, 2015 as at March in arrears and any other statutory dues were tax, cess of excise, value added became payable except the following: the date they than six months from more Name of the Statute Nature of the Amount Period to which Due Date Date of dues ` the amount payment relates - do - - do - 7,12,759 2012-13 30.05.2013 Not yet 5,59,577 2013-14 30.05.2014 paid AP Municipalities Property Tax 1,52,854 2011-12 31.03.2012 Not yet Act,1965 1,81,234 2012-13 31.03.2013 paid 2,52,451 2013-14 31.03.2014 O S Govt. Ground Rent 7,592 2009-10 31.03.2010 Not yet 5,955 2011-12 31.03.2012 paid East Coast Water way 1,80,932 2002-03 31.03.2010 Not yet Railways line Charges to 2009-10 paid Commissioner, Not yet Welfare Cess 6,044 2014-15 - Municipality, Samalkot Paid
c. According to the records of the Company and the information and explanations given to us, the dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute are as follows.
Name of the Statute Nature of Amount Period to which the Forum where dispute is pending the dues ` amount relates AP (Ag.Produce & Agricultural 28,15,396 1980-81 to 1989-90 The Secretary, Agricultural Live Stock) Market Marketing Committee, Marketing Act, 1966 Cess Visakhapatnam AP Municipalities Property Tax 1,49,952 1995-96 to 2000-01 Hon’ble High Court of A.P. Act, 1965 2,00,798 1995-96 to 2000-01 Central 2,20,130 2004-05 Asst. Commissioner of Sales Sales Tax Tax, Range-II, Cuttack Various Sales Tax 64,87,532 2000-01 STAT, Hyderabad Acts APGST 79,35,607 2003-04 Asst.Commissioner of Commercial Taxes, Warangal 1,75,08,459 2004-05 to 2009-10 CESTAT, Bangalore 7,37,00,285 2012-13 CESTAT, Bangalore 55,29,064 1997-98 CESTAT, New Delhi Excise Duty Central Excise Act, 13,690,286 2000-01 to 2001-02 Hon’ble High Court of A.P. 1944 11,55,618 2000-01 to 2005-06 Commissioner of Central Excise(Appeals), Visakhapatnam Service Tax 36,90,416 Oct 2007 to Commissioner of Central March 2013 Excise(Appeals), Visakhapatnam
148 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) 149 Partner P. Chandramouli P. for Brahmayya & Co., Chartered Accountants Chartered Independent Auditor’s Report Auditor’s Independent Membership Number: 025211 Forum where dispute is pending dispute where Forum of A.P. Hon’ble High Court of A.P. Hon’ble High Court Appeal yet to be filed Appeal yet to be filed of Deputy Commissioner Central Excise, Kakinada Assistant Commissioner of Central Excise, Kakinada Hon’ble High Court of A.P. Appeal yet to be filed Hon’ble High Court of A.P. Firm’s Registration Number: 000513S Firm’s Nava Bharat Ventures Limited Nava Bharat Ventures In our opinion and according to the information and to the information In our opinion and according applied were explanations given to us the term loans raised. for the purpose for which the loans were and performed procedures audit the upon Based to the information and explanations given according the Company by or on no fraud that report us, we to during the year. has been noticed or reported Period to which the amount relates April 2012-September 2013 April 2011 to August 2013 2008-09 to 2014-15 2000-01 to 2010-11 1996-97 to 2010-11 2009-12 2009-14 2003-04 to 2012-13 1993-94 to 1998-99 Place : Hyderabad Date : 29.05.2015 12. 11. ` Amount 6,75,349 9,13,025 44,15,367 20,54,018 12,25,116 43,085,412 260,70,764 1,40,42,859 1,05,44,620 Service Tax Electricity Duty NALA TAX Nature of Nature the dues Central Excise Act, 1944 Electricity The A.P. Duty Act, 2003 The AP Non- Agricultural Land Assessment Act, 1963 Name of the Statute According to the records of the Company and of the Company to the records According to us, the information and explanations given to investor to be transferred the amount required fund in accordance education and protection of the Companies provisions with the relevant Act, 1956 (1 of 1956) and rules made thereunder to such fund within time. has been transferred The Company has no accumulated losses as at the end The Company has no accumulated losses The Company has not incurred of the financial year. by our audit and cash losses during the year covered financial year. also in the immediately preceding to the information In our opinion and according and explanations given to us, the Company has financial any to dues of repayment in defaulted not institutions and Banks. In our opinion, the terms and conditions on which the Company has given guarantees for the loans taken by not banks and financial institutions are Others from of the Company. to the interest prima facie prejudicial d. 9. 10. 8.
Consolidated Balance Sheet as at 31st March, 2015
` in lakhs Particulars Notes 31st March, 2015 31st March, 2014 EQUITY AND LIABILITIES Share Holders Funds Share Capital 06 1,787.01 1,787.01 Reserves and Surplus 07 289,225.17 271,482.71 291,012.18 273,269.72 Share Application Money pending allotment 179.98 29,463.74 Minority Interest 24,697.37 (8,755.81) Non - Current Liabilities Long Term borrowings 08 31,509.90 38,358.89 Deferred tax liabilities (Net) 09 2,912.79 2,631.73 Other Long term liabilities 10 1,036.38 2,765.21 Long term provisions 11 1,938.38 1,148.48 37,397.45 44,904.31 Current Liabilities Short term Borrowings 12 48,059.85 46,778.23 Trade Payables 13 81,660.83 56,737.46 Other Current liabilities 14 103,104.93 46,386.54 Short term provisions 15 5,129.33 5,709.38 237,954.94 155,611.61 TOTAL 591,241.92 494,493.57 ASSETS Non - Current Assets Fixed assets Tangible assets 16 171,488.49 171,060.52 Intangible assets 17 35,012.17 33,691.23 Capital Work in Progress 18 224,650.60 132,098.20 Non - current investments 19 1,403.59 1,460.44 Long term loans and advances 20 14,600.13 9,755.30 Other non - current assets 21 26,307.40 22,198.41 473,462.38 370,264.10 Current Assets Current investments 22 9,169.75 16,262.39 Inventories 23 63,178.26 53,866.14 Trade receivables 24 13,531.86 11,105.35 Cash and cash equivalents 25 16,575.98 19,822.39 Short term loans and advances 26 13,163.92 18,048.25 Other current assets 27 2,159.77 5,124.95 117,779.54 124,229.47 TOTAL 591,241.92 494,493.57 Notes forming part of financial statements 01 - 48 per our report of even date for and on behalf of the Board for Brahmayya & Co., Chartered Accountants Firm’s Registration Number: 000513S T. Hari Babu G.R.K. Prasad Chief Financial Officer Executive Director P. Chandramouli Partner Membership Number: 025211 M. Subrahmanyam Place : Hyderabad Company Secretary & P. Trivikrama Prasad Date : 29.05.2015 Vice President Managing Director 150 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) 151 12.17 31.35 31.35 554.96 437.17 368.39 (754.78) ` in lakhs 9,575.97 1,616.28 9,672.93 7,068.38 3,549.17 14,482.17 11,194.14 12,627.16 10,418.61 90,350.92 (2,776.60) 31,608.67 31,171.50 27,622.33 27,990.72 150,820.21 182,428.88 172,755.95 G.R.K. Prasad Executive Director Managing Director 31st March, 2014 P. Trivikrama Prasad Trivikrama P. 41.66 23.08 23.08 556.55 196.33 186.67 for and on behalf of the Board (298.72) 7,875.60 9,993.19 6,535.82 2,422.61 21,883.71 11,167.74 10,668.01 (3,030.63) 10,899.25 (4,496.21) 23,367.26 23,325.60 20,604.27 20,902.99 181,382.00 109,799.82 168,913.99 192,281.25 Nava Bharat Ventures Limited Nava Bharat Ventures Balance Sheet | Statement of Profit and Loss Profit of Sheet | Statement Balance 31st March, 2015 31st March, T. Hari Babu T. Vice President 37 36 35 34 33 32 29 31 28 30 38 Notes 01 - 48 M. Subrahmanyam Company Secretary & Company Secretary Chief Financial Officer
29.05.2015 Hyderabad : :
Adjustments relating to earlier years (net) Adjustments relating Deferred Tax Tax Deferred Earlier years Entitlement (net) Credit MAT Basic Current Tax Tax Current Diluted Total Expenses Total Other expenses Depreciation and amortisation expense Depreciation Finance Costs Employee benefits expense Other manufacture expenses Other manufacture Total Revenue Total in Inventories (Increase)/Decrease Other Income of traded goods Purchase Notes forming part of financial statements Particulars Minority share (profit)/loss Minority share the year after Minority share for Profit of ` 2/- Each Earnings per equity share Profit for the year after tax Profit Profit Before Tax Before Profit Expense Tax Profit Before Exceptional Items and Tax Exceptional Items and Before Profit Exceptional Items : EXPENSES Cost of Materials Consumed Revenue from operations Revenue from INCOME Date P. Chandramouli P. Partner Membership Number: 025211 Place for Brahmayya & Co., Accountants Chartered Registration Number: 000513S Firm’s per our report of even date per our report
for the year ended 31st March, 2015 ended 31st March, for the year Consolidated Statement of Profit and Lossof Profit Statement Consolidated Consolidated Cash Flow Statement for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 A. CASH FLOW FROM OPERATING ACTIVITIES: Net Profit after Minority Share and before Tax and 23,068.54 31,977.06 extraordinary items Adjustments for: Excess Provisions written back (1,663.03) (221.33) Input tax Credit written off 41.05 37.01 Bad debts and Advances written off 7.26 539.95 Depreciation and amortisation expense 7,875.60 11,194.14 Assets discarded 0.38 2.52 Profit on sale of Assets (net) (34.48) (10.81) Net Gain on Sale of investments (1,566.03) (847.71) Adjustment to the carrying amount of investments (0.74) 829.35 Dividend from investments (224.12) (1,028.32) Interest (net) 3,637.04 4,534.23 Effect of exchange rate change 437.83 (975.83) Operating Profit before Working Capital Changes 31,579.30 46,030.26 Adjustments for: Increase/(decrease) in other long term liabilities (1,728.83) (1,142.97) Increase/(decrease) in long term provisions 789.90 162.86 Increase/(decrease) in trade payables 24,923.37 45,272.52 Increase/(decrease) in other current liabilities 16,858.46 (18,834.42) Increase/(decrease) in short term provisions (721.81) 53.36 Increase/(decrease) in minority interest 33,453.18 (3,789.40) (Increase)/decrease in long term loans and advances (4,844.83) 24,647.68 (Increase)/decrease in other non-current assets 646.36 (2,646.20) (Increase)/decrease in inventories (9,312.12) (7,840.88) (Increase)/decrease in receivables (2,433.77) (1,600.37) (Increase)/decrease in short term loans and advances 4,843.28 (6,120.50) (Increase)/decrease in other current assets 3,064.38 4,931.02 97,116.87 79,122.96 Direct Taxes paid (7,130.59) (7,067.03) Cash flow before extraordinary items 89,986.28 72,055.93 Extraordinary items (41.66) (437.17) Net Cash from Operating Activities (A) 89,944.62 71,618.76
152 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) 153 15.06 136.78 193.98 5,567.33 1,028.32 ` in lakhs 4,795.89 1,979.52 5,311.10 1,918.27 90,266.39 29,463.74 25,413.69 13,015.32 (4,916.18) 60,160.48 19,822.39 10,404.46 19,822.39 (93,062.24) (47,869.93) (10,310.75) (40,338.09) (120,689.32) (116,752.74) G.R.K. Prasad Executive Director Cash Flow Statement Cash Flow Managing Director 31st March, 2014 P. Trivikrama Prasad Trivikrama P. 99.81 17.25 51.66 224.12 200.70 for and on behalf of the Board 4,719.71 1,281.62 2,320.58 3,722.33 54,770.25 70,621.58 (8,317.24) (4,925.45) (6,567.32) (3,246.41) 19,822.39 10,263.46 (46,059.69) 16,575.98 16,575.98 (29,283.76) (35,944.07) (100,377.91) (86,623.71) Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, T. Hari Babu T. Vice President M. Subrahmanyam Company Secretary & Company Secretary Chief Financial Officer and Capital work-in-progress Margin Money Deposits On Current Accounts On Current On Unpaid Dividend Accounts Fixed Deposits On Cash Credit Accounts On Cash Credit
29.05.2015 Hyderabad Proceeds from sale of Investments from Proceeds received Interest Dividend received Share Application Money pending allotment Application Share Purchase of fixed assets including tangible assets of fixed assets including Purchase sale of fixed assets from Proceeds of Investments Purchase short term borrowings from Proceeds long term borrowings from Proceeds Repayment of long term borrowings Interest paid (including interest capitalised) (including interest paid Interest Dividend paid Cash on hand Balances with Banks: : : Net Cash used in Investing Activities (B) Net Cash generated in Financing Activities (C) Net Cash generated in Financing Activities NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) NET INCREASE IN CASH AND CASH EQUIVALENTS Cash and Cash equivalents at the beginning of the year Cash and Cash equivalents at the beginning the year Cash and Cash equivalents at the end of Notes: Cash and Cash equivalents include: for cash flow Cash and Cash equivalents considered CASH FLOW FROM FINANCING ACTIVITIES: CASH FLOW FROM FINANCING CASH FLOW FROM INVESTING ACTIVITIES: CASH FLOW FROM
Particulars Date P. Chandramouli P. Partner Membership Number: 025211 Place per our report of even date per our report for Brahmayya & Co., Accountants Chartered Registration Number: 000513S Firm’s C. B.
for the year ended 31st March, 2015 ended 31st March, for the year Consolidated Cash Flow Statement Flow Cash Consolidated Notes to consolidated financial statements for the year ended 31st March, 2015
01 The consolidated financial statements have been prepared to comply in all material respects with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013, and in accordance with the generally accepted Accounting Principles in India. a) Basis of consolidation: The consolidation of accounts is done in accordance with the requirements of Accounting Standard (AS 21) “Consolidation of Financial Statements” as notified by Companies (Accounting Standards) Rules, 2006 (as amended). Financial statements of subsidiaries were prepared for the year ended 31st March 2015 and the same have been adopted for consolidation.
b) The subsidiary Companies considered in the consolidated financial statements are:
Percentage Place of Name of the Company of share incorporation holding SUBSIDIARIES: Nava Bharat Energy India Limited India 100.00 Nava Bharat Projects Limited India 100.00 Nava Bharat Realty Limited India 100.00 Nava Bharat Sugar and Bio Fuels Limited India 100.00 Brahmani Infratech Private Limited India 65.74 Nava Bharat (Singapore) Pte Limited * Singapore 100.00 SUBSIDIARIES OF NAVA BHARAT (SINGAPORE) PTE LIMITED: Maamba Collieries Limited * Zambia 64.49 NB Tanagro Limited * Tanzania 100.00 Namphak Power Company Limited * Laos 70.00 Nava Energy Pte. Limited * Singapore 100.00 Nava Bharat Lao Energy Pte. Limited * Singapore 100.00 * Accounts have been prepared in compliance with applicable GAAPs of the Country in which they operate and the differences in GAAPs between Holding and Subsidiary Companies are considered for consolidation. c) Principles of consolidation: statements. Alternatively, where the share of The consolidated financial statements have been equity in the subsidiary Companies as on the date prepared based on a line-by-line consolidation of investment is in excess of cost of investment of of Profit and Loss and Balance Sheet. All the group, it is recognised as “Capital Reserve” inter-company balances and transactions are and shown under the head “Reserves and eliminated on consolidation. Surplus”, in the consolidate financial statements. d) Goodwill: 02. MINORITY INTEREST: The excess of cost to the group of its investments in subsidiary Companies over its share of the Minority interest in the net assets of consolidated equity of the subsidiary Companies at the dates subsidiaries consists of the amount of equity on which the investments in the subsidiary attributable to the minority shareholders at the dates Companies are made, is recognised as “Goodwill” on which investments are made by the Holding being an asset in the consolidated financial Company in the Subsidiary Companies and further
154 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) - Notes 2.17 155 13.59 13.59 8,757.60 ` in lakhs 2,162.50 (8,755.81) (19,705.26) 31st March, 2014 - - - 45.00 2,162.50 42,949.76 24,697.37 (20,459.89)
Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, As per the terms of AOSPOA, the agreed date of As per the terms of AOSPOA, the agreed 6th is the project of of development completion November 2012, however the company has sought an extension of time upto November 2021 by an the concerned2011 to 7th March dated application the from is no response authorities for which there concerned. In the mean time the Co–developer Viz. M/s. Mantri by their Parks Private Limited, Bangalore, Technology termination opted for letter dated 2nd May 2012 have to with a request of the Joint Development agreement return the Security Deposit. During the year 2012-13, the Company (BIPL) after with the Co–developer correspondence protracted Parks Private Limited, Viz. M/s. Mantri Technology space covering IT/ITES, commercial and residential and residential space covering IT/ITES, commercial at the behest accommodation. The Co-developer has, pursuant deposit security paid company, the of Nava to the holding company, to this agreement interest Limited, and appropriate Bharat Ventures in the books has been provided compensation thereof of the Company.
PT Nava Bharat Sungai Cuka PT Nava Bharat Sungai PT Nava Bharat Indonesia of Maamba Collieries Limited Capital Share Namphak Power Company Limited Brahmani Infratech Private Limited Particulars - (Previous year 25,000) shares in the Share Capital of Capital in the Share year 25,000) shares - (Previous - (Previous year 25,000) shares in the Share Capital of Capital in the Share year 25,000) shares - (Previous in the year 13,94,19,799 ) Shares 81,01,24,608 (previous Shares in the Share Capital of the Share in Shares Power Co. Limited Capital Of Kobe Green in the Share 40 Shares in Reserves Share 2,16,25,002 Equity shares in the Share Capital of in the Share 2,16,25,002 Equity shares During the year 2006-07, Brahmani Infratech Private During the year 2006-07, Brahmani Infratech was Limited, a subsidiary Company (“Company”) of land by APIIC Limited to develop allotted 250 Acres and Economic Zone (SEZ) area as Special 150 Acres of Sale deed in respect as Non-SEZ area. 100 Acres company the of in favour executed been has Acres 150 of land, has to be of balance 100 Acres and in respect executed as per the terms of allotment. However APIIC Limited is entitled to cancel the allotment of entire of any terms land in case of non-fulfillment or breach and conditions or obligations set forth while allotting the land. Co-developer has, pursuant to this agreement, Co-developer has, pursuant to this agreement, undertaken compliance of the conditions stipulated by the GoAP/APIIC Limited including construction, and marketing of the developed development The Company had entered into a development a into entered had Company The Private Parks Technology Mantri M/s. with Agreement (appointed as Co-developer) Limited (MTPPL), Bangalore (including IT/ITES for the development of 238 Acres of the land allotted as above. The SEZ in 150 Acres) movements in their share in the equity and subsequent profits. in the movements in their share DEVELOPMENT OF SPECIAL ECONOMIC DEVELOPMENT OF SPECIAL ECONOMIC ZONE (SEZ):
03.
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
Bangalore, terminated the Contract with effect for development of the allotted land. All these from 9th July 2012 under the Joint Development amounts shall carry interest @ 12% p.a. from agreement dated 27th February 2008 read with the 02-05-2012 till 31-01-2015 (date of the Award). Supplementary Agreement dated 28th February 2008 on account of failure of M/s. Mantri Technology Parks Private Limited to Complete the Project of IT/ITES/SEZ ii. The Respondent, BIPL is held entitled to receive at Hyderabad as Co-Developer under the patronage from the Claimant ` 18,13,33,333/- (Rupees of M/s. Mantri Developers Private Limited as Technical Eighteen Crores Thirteen Lakhs Thirty Three Associate in accordance with the terms of agreement Thousand Three Hundred and Thirty Three and were informed forfeiture of the Security Deposit of Only) together with interest @ 12% p.a. from ` 30 Crores (Thirty Crores) paid by Co–developer. 02-05-2012 till 31-01-2015 (date of the Award). The remaining claims are rejected. Against such termination, M/s. Mantri Technology Parks Private Limited, Bangalore, invoked the iii. The awarded amount will carry interest at the arbitration clause of the agreement requesting for rate of 18% per annum from the date of the Conciliation process to settle the issue and due to Award till the date of realization of the awarded lack of consensus among the Parties regarding the amount. arbitrator to be appointed as per the arbitration clause The Company has made an appeal Under Sec.34 of of the agreement, made an application to the Hon’ble the Arbitration and Reconciliation Act, challenging the High Court of Andhra Pradesh to appoint an arbitrator award in the City Civil Court. under Section 11 (5) and (6) of the Arbitration and Conciliation Act 1996 read with Scheme for Meanwhile, MTPL has filed a petition under Sec.9 of appointment of Arbitrators, 1996. the Arbitration and Reconciliation Act, the matter is adjourned to July 24th, 2015. In the meantime M/s. MTPPL, Bangalore, has also filed a Petition in the Hon’ble City Civil Court praying to During the year 2005-06 a joint venture (50:50) grant injunction restraining BIPL from disposing MTPPL 04. Company viz., Navabharat Power Private Limited from the property either by way of surrender of the (NPPL) was incorporated along with Malaxmi Group, to same to APIIC Limited, or by way of the replacement set up a 1040 MW Thermal based Power Generating of a fresh Developer and also to direct BIPL to deposit station in the state of Odisha and the investment was the Security Deposit of ` 30,00,00,000/- (Thirty Crores) routed through Nava Bharat Projects Limited (NBPL). paid by them in pursuance of the Joint Development In NPPL, Sri P Trivikrama Prasad was appointed as Agreement, in the Hon’ble Court. The matter is Non-executive Chairman representing Nava Bharat sub-judice in the Court. Group and Sri Y. Harish Chandra Prasad as Vice During the year the Hon’ble High Court of Andhra Chairman cum Managing Director representing Pradesh has appointed Justice Syed Shah Mohammed Malaxmi Group. Quadri as Sole Arbitrator on 21.06.2013 and the During the process of Project implementation NPPL Arbitral proceedings commenced on 05.08.2013 obtained various key clearances which include Coal passed the award on 31.01.2015, inter alia, to the Linkage from Mahanadi Coalfields Limited and also following effect: got allocated a captive coal block in Rampia and Dip i. The Claimant, MTPPL is held entitled to side of Rampia, to be shared with 5 other Power ` 30,00,00,000/- towards interest free security Generators. deposit; ` 4,82,04,854/- being the amount paid Due to a stalemate in the management of NPPL, to the respondent towards reimbursement of the investments made by NBPL were disposed of expenses and ` 4,36,90,047/- towards expenses
156 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated)
Notes 157 Nava Bharat Ventures Limited Nava Bharat Ventures Expenditure incurred to acquire water to acquire incurred Expenditure Government/Local drawing rights from authorities or other parties is amortised over the primary period of right to use the facilities which is ten years for the time being. Costs incurred towards purchase of purchase towards incurred Costs is amortised over the computer software as estimated by useful lives of such software years. the management which is of three Depreciation is provided considering the is provided Depreciation assets, as provided useful lives of respective under Schedule II of the and Prescribed Companies Act, 2013. Fixed Assets costing rupees five thousand in the year of fully depreciated or less are acquisition. The cost of leasehold Land is amortised over The cost of leasehold Land is amortised over the lease period. Improvements to premises taken on lease on taken premises to Improvements amortised over the primary lease period. are
i. Fixed assets are stated at cost (or revalued cost (or revalued stated at assets are Fixed may be), less accumulated amounts, as the case and impairment amortisation depreciation, price the purchase Cost comprises losses, if any. to asset the bring to costs attributable other and for its intended use. its working condition and other incurred overhead expenditure Direct under costs on projects attributable revenue as unallocated capital implementation is treated and assets the to allocation pending expenditure under Capital work-in-progress. included are to acquisition of fixed costs relating Borrowing time to assets which take substantial period of also included for their intended use are get ready to the period till such to the extent they relate to be put to use. ready assets are ii. iii. iv. iv. Depreciation Assets Intangible Fixed Assets Fixed
c) d) i. b)
ii.
these estimates The preparation of financial statements in The preparation generally accepted accounting with conformity management to make certain principles requires the reported estimates and assumptions that affect of amounts of assets and liabilities and disclosure contingent liabilities at the date of the financial of operations during statements and the results period. Although the reporting best knowledge based upon management’s are could events and actions, actual results of current estimates. these from differ Use of estimates
to a third party in two tranches during the years party in two tranches to a third 2010-11 and 2011-12 and NBPL invested the proceeds and NBPL invested the proceeds 2010-11 and 2011-12 India Limited (NBEIL). in Nava Bharat Energy based on the Comptroller During the year 2012-13, Report, a complaint was India’s and Auditor General VigilanceCentral the with lodged (CVC) Commission the thereupon, and Representatives Public certain by (CBI) of Investigation the Central Bureau CVC directed those allegations made and investigate into to enquire of the coal by the complainants against the allocation Enquiry and blocks. The CBI conducted Preliminary FIRs against certain companies including registered the in promoters-directors the then and its, NPPL CBI by An Investigation 2012. of September, month during initiated was (ED) Directorate Enforcement and of NPPL alleging 2012-13 against the then Directors in obtaining coal block and receipt misrepresentations by the stake sale respectively. of the crime proceeds the Special Court The CBI filed charge sheet before of the Supreme constituted pursuant to the directions off. Court and the same is yet to be taken cognizance dated Attachment Order The ED vide its Provisional to the extent of 22.07.2014 attached Equity Shares out of the investment made by NBPL `138.59 crores capital of NBEIL and the said Provisional in the share also confirmed by the Adjudicating was Order Act, Laundering Money of Prevention under Authority dated 20.05.2015. 2002 vide Order SIGNIFICANT ACCOUNTING POLICIES: a)
05
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
e) Impairment inventories are not written down below cost i. The carrying amounts of assets are reviewed if the finished products in which they will be at each balance sheet date if there is any incorporated are expected to be sold at or indication of impairment based on internal/ above cost. Cost is determined at moving external factors. An impairment loss is weighted average basis. recognized wherever the carrying amount ii. Goods in transit are valued at Cost. of an asset exceeds its recoverable amount. The recoverable amount is the greater of iii. Finished goods, Work in progress, Scrap, the asset’s net selling price and value in by-products, loose tools and other stock in use. In assessing value in use, the estimated trade are valued at lower of cost and net future cash flows are discounted to their realisable value. present value at the weighted average cost of capital. After impairment, depreciation is iv. Cost includes direct materials, labour and provided on the revised carrying amount of a proportion of manufacturing overheads the asset over its remaining useful life. based on normal operating capacity. Cost is determined on a weighted average basis and ii. Reversal of impairment losses recognised Cost of finished goods includes excise duty. in prior years is recorded when there is Cost of traded goods includes purchase and an indication that the impairment losses allied costs incurred to bring the inventory recognised for the asset are no longer exist to its present condition and location, or have decreased. determined on weighted average basis.
f) Prior period items v. Net realisable value is the estimated selling All items of income/expenditure pertaining to price in the ordinary course of business, less prior period, which are material, are accounted estimated selling costs. through “prior period adjustments” and the i) Revenue Recognition others are shown under respective heads of account in the Profit and Loss. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the g) Investments Company and the revenue can be reliably measured. Investments that are readily realisable and intended Specifically the following basis is adopted: to be held for not more than a year are classified i. Sale of Goods: as current investments. All other investments are classified as long term investments. Current Revenue is recognised when the significant investments are carried at lower of cost and fair risks and rewards of ownership of goods value determined on an individual investment have passed to the buyer, which generally basis. Long term investments are carried at cost. coincides with delivery. Sales are inclusive of However, provision for diminution in value of excise duty and value added tax/sales tax and each long term investment is made to recognise a is net of sales returns and discounts. Revenue decline other than temporary in nature. from export sales is recognised on the date of bill of lading, based on the terms of export. h) Inventories ii. Income from Services: i. Raw materials, components, stores and spares are valued at lower of cost and net Revenue is recognised as and when the realisable value. However, raw materials and conversion job is completed irrespective of other items held for use in the production of the billing.
158 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) Notes 159 Nava Bharat Ventures Limited Nava Bharat Ventures Forward Exchange Contracts (Derivative Exchange Contracts Forward for trading or Instruments) not intended speculation purposes. derivative financial The Company uses exchange forward instruments including its risk associated with contracts to hedge fluctuations. The premium currency foreign at the inception of or discount arising is amortised exchange contracts forward the as expense or income over the life of on such contract. Exchange differences Statement the in recognised are contracts in which the year in and Loss of Profit or profit change. Any rates the exchange of loss arising on cancellation or renewal as contract is recognised exchange forward income or as expense for the year. Gratuity liability is a defined benefit defined a is liability Gratuity for on the basis obligation and is provided unit of an actuarial valuation on projected each of end the at made method credit financial year. contribution a defined Fund is The Provident charged scheme and the contributions are
Government Grants and Subsidies the Government are Grants and subsidies from assurance is reasonable when there recognised and all that the grant/subsidy will be received with. attaching conditions will be complied to an expense When the grant or subsidy relates as income over the periods item, it is recognised basis necessary to match them on a systematic to compensate. intended is it which costs, the to to an asset, grant or subsidy relates the Where value of the gross its value is deducted from the assets concerned in arriving at the carrying asset. amount of the related Governmentof non-monetary form the in grants accounted assets given at a concessional rate are for on the basis of their acquisition cost. i. ii. Retirement and Other Employee Retirement Benefits k) l) iv. iv.
Conversion monetary items not currency Foreign restated contracts are by forward covered at the year at the exchange rates prevailing end. differences Exchange on the arising, Exchange differences settlement of monetary items or on monetary items at Company’s reporting those at which they from rates different or the year during recorded initially were financial statements, in previous reported income or as expenses in as recognised are the year in which they arise except those investments in non-integral arising from operations. Initial Recognition Initial recorded transactions are currency Foreign by applying to currency, in the reporting amount the exchange currency the foreign and currency rate between the reporting on the date of the currency the foreign transaction. Other Sundry Incomes Sundry Other Insurance claims and conversion escalations for on realisation. accounted are Export Entitlements in the form of Duty Export Entitlements in the form of Duty Drawback on accrual and Focus Product recognized are Scheme (FPS) on realisation and Loss. in the Statement of Profit Export Benefits: Export Dividend is recognised when the right the when recognised is Dividend by the payment is established to receive balance sheet date. and Guarantee Commission: Interest proportion on a time Revenue is recognised amount the account into taking basis rate applicable. outstanding and the Dividends:
Foreign Currency Transactions Currency Foreign
iii.
j)
ii. iii. i.
vi.
v. v.
iv.
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
to the Statement of Profit and Loss of customers. The geographical segments the year when the contributions to the considered for disclosure are as follows: respective funds are due. There are no other obligations other than the contribution *Sales within India include sales to customers payable to the respective Trusts. located within India.
iii. Short term compensated absences are *Sales outside India include sales to provided on an estimated basis. Long term customers located outside India. compensated absences are provided for ii. Allocation of Common Costs: based on actuarial valuation on projected unit credit method carried by an actuary as Common allocable costs are allocated at the end of the year. to each segment based on the relative contribution of each segment to the total iv. Actuarial gains/losses are immediately taken common costs. to Statement of Profit and Loss and are not deferred. iii. Unallocated Items: Includes general corporate income and v. In respect of employees stock options, the expense items which are not allocated to excess of fair price on the date of grant, any business segment. over the exercise price, is recognised as deferred compensation cost and amortised o) Earnings per Share (Basic and Diluted) over the vesting period. Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity vi. Compensation paid under the company’s shareholders by the weighted average number of voluntary retirement scheme is charged to equity shares outstanding during the year. the Statement of Profit and Loss in the year of payment. For the purpose of calculating diluted earnings per share, the net profit or loss for the period m) Borrowing Costs attributable to equity shareholders and the Borrowing costs that are directly attributable weighted average number of shares outstanding to the acquisition, construction or production during the period are adjusted for the effects of of Fixed Assets, which take substantial period all dilutive potential equity shares. of time to get ready for their intended use, are capitalised. Other Borrowing costs are recognised p) Leases as an expense in the year in which they are Leases where the lessor effectively retains incurred. substantially all the risks and benefits of ownership of the leased assets are classified as n) Segment Reporting Policies operating leases. i. Identification of Segments: The Company’s operating businesses Where the Company is the lessee: are organised and managed separately Operating lease payments are recognised as an according to the nature of products, with expense in the Statement of Profit and Loss on a each segment representing a strategic straight-line basis over the lease term. business unit that offers different products Where the Company is the lessor: and serves different markets. Assets subject to operating leases are included The analysis of geographical segment is in fixed assets. Lease income is recognised in the based on the geographical location of the
160 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) Notes 161
Nava Bharat Ventures Limited Nava Bharat Ventures Liabilities Contingent Cash flows are reported using indirect method. reported using indirect Cash flows are flow Cash and cash equivalents in the cash statement comprise cash at bank, cash/cheques in hand and Fixed Deposits with Banks. A contingent liability is a possible obligation that A contingent liability past events whose existence will be arises from of or non-occurrence confirmed by the occurrence events beyond the uncertain future one or more obligation or a present the Company of control because it is not probable that is not recognized to required will be resources that an outflow of also settle the obligation. A contingent liability is a there cases where rare arises in extremely because it liability that cannot be recognized The company does reliably. cannot be measured but discloses liability a contingent recognize not its existence in the financial statements. Dividends Cash Flow Statement Dividend as recommended by the Board of by the Board Dividend as recommended for in the accounts pending is provided Directors institutions approval shareholders/lending applicable. wherever are not discounted to its present value and are and are value not discounted to its present are on best estimate required determined based at the Balance Sheet to settle the obligation Sheet at each Balance reviewed date. These are best the current to reflect date and adjusted estimates.
t) u) s)
Statement of Profit and Loss. Costs, including and Loss. Statement of Profit as an expense in the recognised are depreciation and Loss. Statement of Profit A provision is recognised when there is a present present a is there when recognised is provision A of past event and it is obligation as a result will be resources that an outflow of probable of respect in obligation, the settle to required estimate can be made. Provisions which a reliable Current income tax is measured at the amount at the income tax is measured Current to the tax authorities in expected to be paid Act, 1961 Tax with the Indian Income accordance reflects taxes income Deferred India. in enacted year timing differences the impact of current income between taxable income and accounting years. of of timing differences for the year and reversal earlier tax the on based measured is tax Deferred substantively laws enacted or rates and the tax enacted at the Balance Sheet date. Deferred only to the extent recognised tax assets are certainty that sufficient is reasonable that there income will be available against taxable future tax assets can be realised. which such deferred of unabsorbed If the Company has carry forward tax assets and tax losses, deferred depreciation certainty virtual is there if only, recognised are such supported by convincing evidence that against future tax assets can be realised deferred taxable profits. Provisions Taxes on Income Taxes
q)
r)
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 06 SHARE CAPITAL: Authorised 25,00,00,000 Equity Shares of ` 2/- each 5,000.00 5,000.00 TOTAL 5,000.00 5,000.00 Issued and Subscribed 8,95,39,216 Equity Shares of ` 2/- each 1,790.78 1,790.78 TOTAL 1,790.78 1,790.78 Paid Up 8,92,87,741 Equity Shares of ` 2/- each fully paid up 1,785.75 1,785.75 Add: Forfeited Shares (amount originally paid up) 1.26 1.26 TOTAL 1,787.01 1,787.01 a. Rights attached to equity Shares: The company has only one class of equity shares having a face value of ` 2/- per share with one vote per each equity share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
The amount of dividend proposed to be distributed for the year ended 31st March 2015, to equity shareholders is ` 5.00 per share (31st March 2014 ` 5.00 per share).
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
b. Details of shareholders holding more than 5% shares in the company
31st March, 2015 31st March, 2014 Particulars No. of shares % in the class No. of shares % in the class Equity Shares of ` 2/- each fully paid: Wellington Management Company, LLP with its PACs. 9,986,619 11.18 11,468,283 12.84 Highfields Capital Management LP A/c. HC Mauritius Limited 8,482,989 9.50 8,482,989 9.50 Nav Developers Limited 7,817,845 8.76 7,467,845 8.36
162 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) - Notes 163 60.20 33.60 716.46 826.39 12,500 12,500 (180.63) 5,000.00 4,215.71 5,000.00 4,147.27 3,966.64 ` in lakhs 26,214.22 77,852.40 82,852.40 27,990.72 271,482.71 167,461.43 167,461.43 157,529.26 139,470.71 No. of shares 31st March, 2014 31st March, 2014 60.20 33.60 858.22 826.39 594.96 12,500 12,500 5,000.00 4,215.71 5,000.00 3,966.64 2,807.08 6,773.72 26,214.22 82,852.40 87,852.40 20,604.27 178,133.53 177,538.57 167,464.64 157,529.26 289,225.17 Nava Bharat Ventures Limited Nava Bharat Ventures No. of shares 31st March, 2015 31st March, 31st March, 2015 31st March, Carrying amount of the assets whose remaining Carrying amount of the assets whose remaining tax thereon useful life is nil and the deferred Profit and Loss Profit
RESERVES AND SURPLUS: Less: Amount available for appropriation Appropriations: General Reserve Dividend on Equity Capital Corporate Dividend Tax Closing Balance TOTAL Capital Redemption Reserve: At the beginning and at the end of the year Reserve: Securities Premium At the beginning and at the end of the year General Reserve: At the beginning of the year Add: Additions during the year At the end of the year Other Reserves: Subsidies: At the beginning and at the end of the year Reserve (arising on consolidation): Translation Currency Foreign At the beginning of the year Additions/(deletions) during the year At the end of the year and Loss: Surplus i.e. balance in Statement of Profit Opening Balance Statement of from after tax transferred Add: Net profit Capital Reserves: At the beginning and at the end of the year Financial year 2009-10 TOTAL 2/- each fully paid-up, owned by the company, pursuant owned by the company, of ` 2/- each fully paid-up, 49,73,510 equity shares capital includes The paid up share of Nav in the Scheme of amalgamation Court of Andhra Pradesh dated 30.12.1996 of Hon’ble High to the order to be sold for the benefit of the Company which are vested in a Trustee which are Limited with the Company, Chrome for dividend. considered not are such shares to be paid to the Company and are and net sale proceeds Aggregate number of shares bought back during the period of five years immediately preceeding years immediately preceeding back during the period of five bought number of shares Aggregate date: the reporting
Particulars 07 d. c.
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 08 LONG TERM BORROWINGS: Term Loans from Banks [Secured] * Indian Rupee Loans State Bank of India (i) 9,379.84 13,015.32 Less: Current maturities 7,616.00 7,616.00 1,763.84 5,399.32 State Bank of India (ii) 1,084.99 - Less: Current maturities - - 1,084.99 - IDBI Bank Limited (iii) 5,812.11 6,719.56 Less: Current maturities 907.44 907.44 4,904.67 5,812.12 Andhra Bank (iii) 9,747.43 11,376.71 Less: Current maturities 1,201.00 1,201.00 8,546.43 10,175.71 Bank of India (iii) 2,262.05 2,660.34 Less: Current maturities 280.25 280.25 1,981.80 2,380.09 Bank of Baroda (iii) 3,872.49 4,531.49 Less: Current maturities 480.42 480.42 3,392.07 4,051.07 State Bank of Hyderabad (iii) 3,892.32 4,549.79 Less: Current maturities 480.42 480.42 3,411.90 4,069.37 UCO bank (iii) 2,280.27 2,663.73 Less: Current maturities 280.25 280.25 2,000.02 2,383.48 State Bank of Mysore (iii) 2,251.63 2,647.36 Less: Current maturities 280.25 280.25 1,971.38 2,367.11 Punjab & Sind Bank (iii) 1,611.39 1,890.79 Less: Current maturities 200.17 200.17 1,411.22 1,690.62 Foreign Currency Loans Standard Chartered Bank (iv) - 20,968.50 Less: Current maturities - 20,968.50 - - Standard Chartered Bank (v) 13,540.58 - Less: Current maturities 12,499.00 - 1,041.58 - ICBC (Macau and London) Plc (vi) 49,996.00 - Less: Current maturities 49,996.00 - - - Other Loans and Advances [Unsecured] From other Body Corporate - 30.00 TOTAL 31,509.90 38,358.89
164 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) Notes 165 Nava Bharat Ventures Limited Nava Bharat Ventures The loan is secured by a floating charge on the The loan is secured power plant assets and is due to be fully paid by 2015. 13 October, Loan from Standard Chartered bank secured by a bank secured Chartered Standard Loan from the holding company corporate guarantee from over the and an exclusive first ranking charge the of (DSRA) Account Reserve Service Debt rate @ 5.15% The loan carries interest Company. 2014. on 31st paid due and fully The loan + LIBOR. August, The loan is secured by deed on purchase and by deed on purchase The loan is secured alloys, assignment of on ferro sales agreement fixed deposit of USD 1,800,000 and receivables, It carry interest guaranteed by holding Company. by rate of 3.40% per annum and is repayable April 2016. mortgage of the Flat No.102 admeasuring 303 mortgage of the Flat Plot No.458-C, III Avenue Sq. feet situated at and also Chennai-600020 Road, Indira Nagar, the by held shares equity 26,00,00,000 of pledge 26% of issued and paid representing Promoter with Trustee, Capital of the Company up Share all the lenders. ranking pari passu with an option to demand for The lenders have loans together with interest conversion of their the into equity in the event of default, for which of the common in terms agreed Company has into. entered loan agreement @11.50% (previous The term loans carry interest payable year:@11.50, 12.50% and 13.5%) in 36 quarterly repayable The Loans are monthly. equal instalments and the first of such instalment commenced on 1st April, 2013.
vi) v) iv)
The loans from IDBI Bank Limited, Andhra Bank, The loans from State Bank of Bank of India, Bank of Baroda, and Hyderabad, UCO Bank, State Bank of Mysore by a first charge secured Punjab & Sindh Bank are in favour of security trustee on the present created fixed assets and a Second charge on and future an equitable assets of the Company, the Current mortgage on the lease rights of land of 170 acres by a registered Holding Company, obtained from Carries floating rate of interest (at present (at present Carries floating rate of interest The principal is 12.10% p.a.) payable monthly. lakhs of `90.42 instalments quarterly in repayable 2016. 1st December, commencing from Carries floating rate of interest (at present (at present Carries floating rate of interest The principal is 11.80% p.a.) payable monthly. in quarterly instalments of `1,904.00 repayable 1st April, 2014. lakhs commencing from
iii) ii) The above loans are secured by first charge by way by charge first by secured are above loans The by deposit of title deeds to of equitable mortgage and the Company of properties all immovable cover including properties of all movable hypothecation tools and spares, Machinery, movable Plant and and a second future and accessories, both present all movable of of hypothecation by way charge debts) (except book and future both present properties in favour be created created/to subject to prior charges bankers on its stocks of raw materials, of Company’s consumable semi-finished and finished goods, for working capital securing borrowings for stores above The mortgage/charge created requirements. be created/to shall rank pari-passu with the charges favour of other Financial Institutions/Banks. in created by pledge of State Bank of India is secured Loan from M/s. held by the Company in its subsidiary, 51% shares Pte. Limited. Nava Bharat (Singapore) i)
** to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated * Notes Notes to consolidated financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 09 DEFERRED TAX LIABILITIES (NET): Liability: Difference between book and tax depreciation 4,154.98 3,730.02 Gross liability 4,154.98 3,730.02 Asset: Provision for : Employee benefits 344.43 370.05 : Other expenses 886.93 717.16 : Diminution in the value of investments 10.83 11.08 Gross Asset 1,242.19 1,098.29 TOTAL 2,912.79 2,631.73
` in lakhs Particulars 31st March, 2015 31st March, 2014 10 OTHER LONG TERM LIABILITIES: Retention Deposits 65.38 227.91 Other payables 971.00 2,537.30 TOTAL 1,036.38 2,765.21
` in lakhs Particulars 31st March, 2015 31st March, 2014 11 LONG TERM PROVISIONS: Provision for employee benefits: Provision for Gratuity 984.21 553.00 Provision for Leave Encashment 848.17 544.48 Provision for Restoration Expenses 106.00 51.00 TOTAL 1,938.38 1,148.48
` in lakhs Particulars 31st March, 2015 31st March, 2014 12 SHORT TERM BORROWINGS: Working Capital Loans from Banks (secured) 4,317.61 1,284.03 Buyers Credit 4,114.67 4,006.62 Loans (unsecured) 39,627.57 41,487.58 TOTAL 48,059.85 46,778.23
* Working Capital Loans from Banks are secured by hypothecation of raw materials, work-in-progress finished goods, stores and spares and book debts to the extent of ` 32,000 lakhs and a second charge on fixed assets of the Company.
166 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) - Notes 167 70.20 53.35 89.43 716.46 193.98 318.25 963.64 582.35 555.31 221.90 611.07 ` in lakhs ` in lakhs ` in lakhs 5,709.38 3,551.03 2,103.93 4,215.71 1,736.73 6,485.45 54,633.53 32,694.70 56,737.46 46,386.54 31st March, 2014 31st March, 2014 31st March, 2014 - 59.94 55.40 47.12 80.87 858.22 200.70 103.94 991.71 773.27 605.25 3,669.64 2,162.44 1,891.61 4,215.71 1,367.04 5,129.33 79,769.22 74,221.20 19,427.06 81,660.83 103,104.93 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 2015 31st March, 31st March, 2015 31st March, Provision for Corporate Dividend Tax Provision Provision for Dividend Provision Central Excise Duty Provision for Gratuity Provision Withholding taxes Provision for leave encashment Provision Sales tax Contribution to Provident Fund Contribution to Provident Other Statutory dues Other payables
TOTAL TOTAL OTHER CURRENT LIABILITIES: TRADE PAYABLES: SHORT TERM PROVISIONS: TERM SHORT Interest Accrued but not due Accrued Interest Security deposits Bills Discounted with Banks Current maturities of long term borrowings maturities Current Creditors for supplies and Services Creditors salaries * for accrued wages and Creditors Unpaid Dividends Customers Advance from TOTAL TOTAL * Includes dues to Directors Other liabilities: Provision for Employee Benefits: Provision Other Provisions: TOTAL TOTAL
14 13 15 Particulars Particulars Particulars
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
As at 173.77 142.25 630.89 162.81 114.13 396.42 284.47 .8,530.96 ` in lakhs 4,831.47 2,577.32 8,452.46 7,275.92 1,514.52 84,787.39 12,335.86 171,060.52 132,168.23 1st April, 2014
Net Block As at 2015 68.36 32.52 100.79 140.66 616.77 358.71 391.12 5,411.01 3,409.38 8,735.57 7,009.02 1,432.24 11,850.52 171,060.52 31st March, 31st March, 171,488.49 131,931.82
- 9,055.18 lakhs (previous year: ` 9,055.18 lakhs (previous 2015 12.49 494.98 260.15 710.30 221.33 183.16 321.25 787.07 396.25 1,073.08 3,790.31 1,121.84 50,712.82 49,688.69 31st March, 31st March, 59,060.90 239.83 lakhs) which is adjusted against Foreign Currency Currency against Foreign 239.83 lakhs) which is adjusted 2,293.47 lakhs) which is adjusted against Foreign Currency Currency 2,293.47 lakhs) which is adjusted against Foreign ------On 4.09 5.55 (2.18) 15.24 (7.29) 14.20 (99.98) (10.28) (82.16) (101.49) deductions** ------4.54 3.64 9.07 against 93.57 47.65 77.55 29.23 retained earnings Adjusted 242.53 507.78 Depreciation
178.31 lakhs (Previous year: gain ` year: 178.31 lakhs (Previous - 1,117.15 lakhs (Previous year: gain ` 1,117.15 lakhs (Previous year 1.59 88.11 83.77 97.30 65.83 37.72 For the 187.89 706.51 354.11 155.45 266.90 147.63 5,565.33 7,758.14 11,042.90 - Upto 2014 10.90 400.15 896.79 169.09 579.55 690.18 131.82 145.44 156.73 520.17 238.34 1st April, 2,994.32 39,569.94 43,779.34 50,712.82 As at 2015 595.77 153.15 778.66 253.85 541.87 712.37 5,411.01 1,689.85 3,669.53 9,857.41 7,796.09 1,828.49 15,640.83 221,773.34 31st March, 31st March, 181,620.51 230,549.39 ------15.71 lakhs) admeasuring 14.06 acres and 23 guntas (previous year 14.06 acres 23 guntas) is yet to be transferred in the name of Company. 23 guntas) is yet to be transferred year 14.06 acres and 23 guntas (previous 15.71 lakhs) admeasuring 14.06 acres 6.07 9.24 4.47 5.55 15.92 (75.63) (118.50) (802.40) (955.28) (2,025.13) Deductions* - - - Gross Block Gross 0.01 27.92 52.22 13.45 579.54 171.41 315.12 804.62 714.77 271.17 Additions 4,870.54 7,820.77 95,390.88 15.71 lakhs (previous year ` 15.71 lakhs (previous 153.16 lakhs represents the premium paid to the State Government of Odisha for alienation of 56.91 acres in favour of the Company by virtue of lease deeds for 90/99 years 90/99 for deeds lease of virtue by Company the of favour in Governmentthe State to paid acres 56.91 of alienation for Odisha of premium the represents lakhs 153.16 ` As at 2014 573.92 153.15 742.36 245.95 541.86 441.20 1st April, 4,831.47 1,527.68 2,746.41 9,142.64 7,796.09 1,752.86 15,330.18 124,357.33 175,947.57 221,773.34 - Leasehold - Leasehold - Others TANGIBLE ASSETS: TANGIBLE Land- Freehold* Furniture and Fixtures
Vehicles Buildings -Factory Office Equipment Office
Air conditioners and Coolers Plant and Equipment Railway Sidings Other Assets Power Lines *** Reserve. Translation Includes the foreign currency translation difference between the year beginning and ending rates, gain amounting to ` between the year beginning and ending rates, gain amounting difference translation currency the foreign Includes Includes the foreign currency translation difference between the year beginning and ending rates, gain amounting to ` translation difference currency Includes the foreign Reserve. Translation The title in respect of the land costing ` The title in respect of lease. by the Government by giving 6 months notice in writing during the tenure and the said land can be resumed Cost of leasehold land amounting to amounting land leasehold of Cost The Company’s land of about 5.08 acres was given possession to M/s.Hyderabad Vanaspathi Limited. The sale price of the same is yet to be adjusted pending permission from the Government of Andhra Pradesh. Limited. The sale price of the same is yet to be adjusted pending permission from was given possession to M/s.Hyderabad Vanaspathi land of about 5.08 acres The Company’s to the land situated at Samalkot, East Godavari Dist. on which Plant and Machinery Buildings of Sugar manufacturing facility costing ` The long term lease period relating 1,357.89 lakhs) respectively, expired on 12th August, 1996. The Company is negotiating with the landlords to get the lease renewed or sell the same to Company. to get the lease renewed on 12th August, 1996. The Company is negotiating with the landlords expired year: ` 1,357.89 lakhs) respectively, lakhs) and ` 1,506.37 lakhs (previous
1. Previous Year Particulars
5. 2. 6.
7. 3. 8. 4. 9. 10. 11. Air Craft TOTAL 16 *** Cost incurred by the Company, ownership of which vests with a State Owned Power Distribution Company. by the Company, *** Cost incurred a) b) e) 26.06 lakhs admeasuring 5.05 acres allotted by APIIC Ltd during the year 2009-10, is yet to be transferred in the name of Company. allotted by APIIC Ltd during the year 2009-10, is yet to be transferred of land costing ` 26.06 lakhs admeasuring 5.05 acres c) The title in respect d) Note: * **
168 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) Notes 169
Nava Bharat Ventures Limited Nava Bharat Ventures
Foreign Currency Translation Reserve. Translation Currency Foreign
Includes the foreign currency translation difference between the year beginning and ending rates, gain amounting to to amounting gain rates, ending and beginning year the between difference translation currency foreign the Includes ** 0.87 lakhs (Previous year gain gain year (Previous lakhs 0.87 0.76) which is adjusted against against adjusted is which 0.76) ` ` ` `
Reserve. Translation Currency Foreign against adjusted is
Includes the foreign currency translation difference between the year beginning and ending rates, gain amounting to to amounting gain rates, ending and beginning year the between difference translation currency foreign the Includes * 1,431.29 lakhs (Previous year: gain gain year: (Previous lakhs 1,431.29 3,070.22 lakhs) which which lakhs) 3,070.22 ` ` ` `
Note:
Previous Year Previous 30,741.00 33,691.23 874.83 (0.76) - 148.63 725.44 34,566.06 (3,070.22) 29.40 31,466.44
TOTAL TOTAL 33,691.23 33,691.23 35,012.17 995.18 (0.87) 2.46 117.02 874.83 36,007.35 (1,431.29) 10.00 34,566.06
Goodwill 3. 33,130.18 33,130.18 34,559.68 - - - - - 34,559.68 (1,429.50) - 33,130.18
Water drawing Rights drawing Water 2. 482.40 482.40 422.19 476.51 - - 60.21 416.30 898.70 - - 898.70
Computer Software Computer 1. 78.65 78.65 30.30 518.67 (0.87) 2.46 56.81 458.53 548.97 (1.79) 10.00 537.18
earnings
2014 2015 2015 2015 retained retained 2014 2015 2014
1st April, April, 1st 31st March, March, 31st March, March, deductions** year against 1st April, April, 1st 31st March, March, 31st 1st April, April, 1st Particulars
As at at As As at at As 31st 31st On Adjusted Adjusted the For Upto Additions Deductions* at As at As
Gross Block Gross Depreciation Net Block Net
in lakhs in `
INTANGIBLE ASSETS: INTANGIBLE 17.
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 18 CAPITAL WORK-IN-PROGRESS: Direct costs 224,650.60 132,098.20 TOTAL 224,650.60 132,098.20
` in lakhs Particulars 31st March, 2015 31st March, 2014 19 NON - CURRENT INVESTMENTS: Investment in Property (at cost less accumulated depreciation) Land at cost 101.91 101.91 101.91 101.91 Cost of buildings given on operating leases 173.93 173.93 Less: Accumulated depreciation 11.46 5.76 162.47 168.17 TOTAL 264.38 270.08 i. Trade investments (at cost unless otherwise stated) Investment in Other Companies Investment in Equity Instruments, fully paid up (quoted) 200 shares of ` 10/- each in Kothari Sugars & Chemicals Limited # 0.01 0.01 2,857 shares of ` 10/- each in The Jeypore Sugar Company Limited 1.16 1.16 Investment in Preference Instruments, fully paid up (unquoted) 1,35,500 - 6% Shares of `100 each in Rio Realty Private Limited 135.50 135.50 1,30,000 - 6% Shares of ` 100 each in Juventus Infrastructure & Projects Private Limited 130.00 130.00 7,36,000 - 6% Shares of ` 100 each in A9 Realty Private Limited 736.00 736.00 Investment in Equity Instruments, fully paid up (unquoted) 17 shares of ` 10/- each in A P Gas Power Corporation Limited 0.00 0.00 6,46,600 shares of ` 10/- each in Malaxmi Highway Private Limited 64.66 64.66
170 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated)
Notes 171 2.50 0.63 3.96 0.15 5.22 2.28 0.28 5.00 2.58 0.06 50.00 24.27 26.10 96.40 32.61 320.82 ` in lakhs 1,093.96 1,190.36 1,460.44 31st March, 2014 - - 0.90 0.63 1.81 0.15 5.68 2.28 5.00 2.58 0.06 26.69 26.10 96.40 31.87 391.68 1,042.81 1,139.21 1,403.59 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 10/- each in GSR (CONTD.) 10/- each in Avanthi Leathers Limited # 10/- each in Avanthi 10/- each in Kinnera Power Company Pvt.10/- each in Kinnera Power 1/- each in Tata Consultancy Services Limited 1/- each in Tata Investments in Government Securities (unquoted) Investments in Government Securities 6 years National Savings Certificates * Rural Electrification bonds (non-trade) Investment in Other Companies 25,844 shares of ` 25,844 shares Limited Investment in Equity Instruments, fully paid up (unquoted) Investment in Equity Instruments, fully paid Investment in Equity Instruments, fully paid up (quoted) Investment in Equity Instruments, fully paid of ` 63,300 Shares of ` 12,284 shares 76,830 Shares of ` 10/- each in NB Footwear Limited # 76,830 Shares Feeds Limited of ` 10/- each in Avanthi 1,500 shares of ` 10/- each in IDBI Bank Limited # 8,000 shares of ` 10/- each in Andhra Bank 22,800 shares 75,000 shares of ` 10/- each in Srinivasa Cystine Limited 75,000 shares of ` year 8,000) Shares - (Previous Advisory Services Private Limited 150 Shares of US$ 1/- each in Indo Coal Ventures Limited Indo Coal Ventures of US$ 1/- each in 150 Shares 9,651 shares of ` 10/- each of MOIL Limited # 9,651 shares b. Other investments (at cost unless otherwise stated) Other investments a.
TOTAL TOTAL NON - CURRENT INVESTMENTS: NON - CURRENT
ii.
Aggregate amount of unquoted investments Aggregate for diminution in the value of investments provision Aggregate Aggregate amount of quoted investments Aggregate Aggregate market value of quoted investments Aggregate
6 year National Savings Certificates are in the names of employees of the Company and the certificates in respect of face in the names of employees of the Company and the certificates in 6 year National Savings Certificates are pledged with various Government year ` 2.50 lakhs) were Departments as security. value of ` 0.90 lakhs (Previous 19 Particulars # At cost less diminution (current and previous years). and previous # At cost less diminution (current
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes * Notes to consolidated financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 20 LONG TERM LOANS AND ADVANCES: (Unsecured, considered good) Capital Advances Other advances 9,505.29 4,639.91 Security Deposits 1,324.35 1,320.21 Other receivables 735.12 772.70 Other loans and advances Loan to a non-corporate body 2,879.34 2,879.34 Advance for purchases and expenses 11.81 - Staff loans 144.22 134.83 (Secured, considered good) Other loans and advances: Loans to others - 8.31 TOTAL 14,600.13 9,755.30
` in lakhs Particulars 31st March, 2015 31st March, 2014 21 OTHER NON-CURRENT ASSETS: Prepaid expenses 1,324.72 2,602.01 Payments made under protest 143.83 146.26 Interest receivable 795.13 535.99 Other receivables 839.70 206.34 MAT Credit Entitlement 23,204.02 18,707.81 TOTAL 26,307.40 22,198.41
172 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) ------Notes 173 544.61 599.10 415.96 400.43 395.94 500.00 229.55 500.00 838.65 500.00 961.95 391.27 500.00 521.85 ` in lakhs 4,171.49 1,198.20 1,322.80 1,150.27 1,120.32 16,262.39 31st March, 2014 ------450.31 751.98 100.00 450.31 540.27 100.00 600.00 100.00 600.00 414.76 2,467.32 1,311.14 1,283.66 9,169.75 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, XAU-USD Union Bank of India Syndicate Bank State Bank of India PERP FRN EMTN IDBI Bank Ltd, DIFC Dubai EMTN Bank of India PERP FRN EMTN Bank of India FRN EMTN TATA Dynamic Bond Fund TATA SBI Premier Liquid Fund SBI Premier Reliance Holdings USA Reliance Regular Savings Fund ICICI Bank Ltd IDFC Super Saver Fund SBI Premier Liquid Fund SBI Premier IDFC Cash Fund TATA Fixed Maturity Fund TATA Templeton India LD Fund Templeton IDFC Arbitration (Dividend Payout) Fund ICICI Prudential Regular Savings Fund ICICI Prudential Income Regular Fund Birla Sunlife Short Term Opportunities Fund Birla Sunlife Short Term Birla Sunlife Income Fund Baroda Pioneer FMP (370 days) Fund Pioneer Baroda Birla Sunlife Fixed Term Fund Birla Sunlife Fixed Term HDFC FMP 369D Regular Growth fund HDFC FMP 369D Regular Growth IDFC Fixed Term Plan IDFC Fixed Term IDFC Money Manager Fund IDFC Money Manager DSP Black Rock FMP (12M) (S146) Fund DSP Black Rock FMP DSP Black Rock FMP (12M) (S153) Fund DSP Black Rock FMP TOTAL TOTAL (Valued at lower of Cost or Market Value) Market Value) at lower of Cost or (Valued
CURRENT INVESTMENTS: CURRENT INVESTMENTS:
22 Particulars
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 23 INVENTORIES: At cost: Raw Materials 18,853.22 16,908.12 Raw Material-in-transit 4,950.39 645.11 Work in Progress 390.83 360.94 Finished Goods 19,211.72 28,388.32 Stock-in-trade 49.78 79.77 Store and spares 8,092.02 7,004.04 Stores and Spares-in-transit 37.55 59.82 Others 5.09 3.11 At realisable value: Work in Progress 22.95 - Finished Goods 11,564.71 416.91 TOTAL 63,178.26 53,866.14
` in lakhs Particulars 31st March, 2015 31st March, 2014 24 TRADE RECEIVABLES: (Unsecured, considered good) Due over six months 1,478.90 1,357.21 Due for less than six months 12,052.96 9,748.14 TOTAL 13,531.86 11,105.35
` in lakhs Particulars 31st March, 2015 31st March, 2014 25 CASH AND CASH EQUIVALENTS: Balances with Banks: On Current accounts 10,263.46 10,404.46 On Cash Credit accounts 51.66 1,918.27 Cash on Hand 17.25 15.06 Other bank balances: On Unpaid Dividend Accounts 200.70 193.98 Fixed Deposits 3,722.33 5,311.10 Margin Money Deposits 2,320.58 1,979.52 TOTAL 16,575.98 19,822.39
174 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) Notes 175 5.00 20.73 57.89 688.50 456.16 301.07 734.15 135.94 328.19 ` in lakhs ` in lakhs 2,366.00 2,042.37 1,199.16 5,124.95 2,426.44 18,048.25 12,411.60 31st March, 2014 31st March, 2014 - - 4.49 1.40 0.14 76.59 10.25 712.69 709.18 425.24 397.40 627.81 8,617.42 3,741.08 2,159.77 13,163.92 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 31st March, 2015 31st March, Advances for purchases and expenses Advances for purchases Other receivables Security deposits Loans to service providers Advances Staff Balance with Statutory Authorities Loans to other Corporates Loans to others
TOTAL TOTAL
(Unsecured, considered good) considered (Unsecured, SHORT TERM LOANS AND ADVANCES: TERM LOANS AND SHORT Other loans and advances: good) considered (Secured, OTHER CURRENT ASSETS: Others TOTAL Advance Income Tax (net of provision) Advance Income Tax Interest Accrued Interest Accrued Conversion Charges Prepaid Expenses Prepaid Other Receivables
27 26 Particulars Particulars
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 28 REVENUE FROM OPERATIONS: Sale of Products Finished Goods: Ferro Alloys 59,663.82 39,972.13 Sugar 12,062.17 13,319.51 Electric Power 117,614.53 119,154.27 Others 11,745.27 10,901.60 201,085.79 183,347.51 Less: Inter Divisional transfers 23,993.13 23,164.60 177,092.66 160,182.91 Traded goods: Fertilizers 225.83 311.47 PVC Pipes 39.09 22.86 Others 444.16 327.79 Sale of Services Ferro Alloys Conversion Charges 4,964.46 12,316.09 Other Operating Revenue Export Incentives 1,699.80 1,865.68 Revenue from Operations (Gross) 184,466.00 175,026.80 Less: Excise Duty 3,084.00 2,270.85 Revenue from Operations (Net) 181,382.00 172,755.95
176 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) Notes 177 15.68 21.00 221.33 110.00 319.55 847.71 (829.35) ` in lakhs ` in lakhs 2,460.76 9,672.93 1,028.32 4,363.32 1,114.61 90,350.92 16,908.12 94,799.33 12,459.71 107,259.04 31st March, 2014 31st March, 2014 4.28 0.74 0.83 67.91 39.72 224.12 568.60 4,100.51 2,663.48 1,663.03 1,566.03 18,853.22 16,908.12 10,899.25 111,744.92 128,653.04 109,799.82 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 31st March, 2015 31st March, Miscellaneous Receipts Excess provisions/credit balances written back Excess provisions/credit Rents earned Gain on Sale of Tangible Assets Gain on Sale of Tangible Claims Non Current Investments Non Current Inventory at the end of the year Bank Deposits TOTAL TOTAL Net Gain on Sale of investments Adjustments to the carrying amount of investments Other Non Operating Income (net of expenses): Others Investments Dividend Income from Cost of materials consumed *
COST OF MATERIALS CONSUMED: COST OF MATERIALS OTHER INCOME: Add: Purchase of materials Add: Purchase Less: Inventory at the beginning of the year Interest Income: Interest
825.34 lakhs consumed for ferro alloys conversion (job work) during the costing ` 825.34 lakhs consumed for ferro Chrome Includes 4,600 MT of Ferro year 2014-15 30 29 Particulars Particulars *
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 31 PURCHASE OF TRADED GOODS: Fertilizers 191.90 274.04 PVC Pipes 31.53 30.22 Others 333.12 250.70 TOTAL 556.55 554.96
` in lakhs Particulars 31st March, 2015 31st March, 2014 32 (INCREASE)/DECREASE IN INVENTORIES: Inventories at the end of the year Traded goods 49.78 79.77 Finished Goods 13,883.42 10,875.64 Work in Progress 413.78 360.94 14,346.98 11,316.35 Inventories at the beginning of the year Traded goods 79.77 66.29 Finished Goods 10,875.64 12,650.91 Work in progress 360.94 214.22 Scrap - 1.21 11,316.35 12,932.63 (INCREASE)/DECREASE IN INVENTORIES (3,030.63) 1,616.28
` in lakhs Particulars 31st March, 2015 31st March, 2014 33 OTHER MANUFACTURING EXPENSES: Stores Consumed 3,435.94 3,290.15 Power, Fuel and Water 2,339.20 2,194.05 Briquetting expenses 187.66 412.50 Fly Ash Brick expenses 13.04 37.05 Organic Manure expenses 39.97 77.08 Raw Material Handling expenses 1,641.54 1,626.38 Finished Product Handling expenses 803.37 683.44 Cane Development expenses 1,020.08 843.73 Testing and Analysis charges 51.77 64.15 Other expenses 460.62 347.44 TOTAL 9,993.19 9,575.97
178 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) Notes 179 0.23 2.84 538.68 639.36 148.63 468.69 870.28 ` in lakhs ` in lakhs 8,771.88 1,723.72 11,194.14 10,418.61 11,194.37 10,033.16 11,042.90 12,627.16 31st March, 2014 31st March, 2014 31st March, 2014 5.26 5.70 547.04 616.06 117.02 461.21 7,880.86 7,758.14 9,043.70 8,306.98 1,115.66 1,745.10 7,875.60 10,668.01 11,167.74 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 31st March, 2015 31st March, 31st March, 2015 31st March,
DEPRECIATION AND AMORTISATION EXPENSE: AND AMORTISATION DEPRECIATION FINANCE COSTS: EMPLOYEE BENEFITS EXPENSE: EMPLOYEE BENEFITS TOTAL TOTAL LESS: Capitalised TOTAL Retirement Benefits Retirement on Investment Property Depreciation Depreciation on Tangible Assets on Tangible Depreciation Interest Interest Salaries, Wages and Bonus and Salaries, Wages Expenses Welfare Staff Bank Charges and Commission Rebate Payment Prompt Amortisation of Intangible Assets Contribution to Provident and Other Funds and Other Contribution to Provident TOTAL
Particulars 36 35 34 Particulars Particulars
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
` in lakhs Particulars 31st March, 2015 31st March, 2014 37 OTHER EXPENSES: Rent 177.94 255.14 Central Excise Duty * 405.04 (102.44) Rates and Taxes 2,013.13 1,982.97 Freight and Transportation 2,403.92 1,624.61 Insurance 697.12 818.68 Advertisement and sales promotion 34.95 36.23 Communications 184.55 170.76 Travelling and Conveyance 514.32 503.08 Vehicle Maintenance 181.19 216.48 Legal and Professional Charges 1,412.04 1,091.37 Payments to Auditors: as auditors 95.84 58.91 for tax audit 12.08 12.36 for other matters 15.44 47.74 for expenses 0.25 0.25 Cost Auditor fees 6.52 6.52 Repairs and Maintenance to: Machinery 3,819.91 3,384.48 Buildings 835.16 574.77 Other Assets 155.63 207.11 General Charges 3,957.68 1,472.23 CSR expenses 790.95 413.68 Obsolete Inventory written off 6.51 - Project expenses written off 4,047.99 174.66 Investments written off 594.33 - Foreign Exchange Fluctuations (484.40) 1,525.19 Assets discarded 0.38 2.52 Loss on Sale of Tangible Assets 5.24 4.87 TOTAL 21,883.71 14,482.17
* Excise Duty represents the aggregate of Excise Duty borne by the Company and the difference between Excise Duty on opening and closing stock of finished/saleable goods.
180 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) - Notes lakhs 181 8.73 0.47 44.12 62.45 37.01 48.36 280.15 437.17 4,006.62 ` in lakhs 31.03.2014 510.24 lakhs being 31st March, 2014 Amount in INR - - - - - 4,114.67 2,183.87 31.03.2015 21.70 19.96 41.66 0.74 66.88 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March, 31.03.2014 65.83 34.95 Amount in USD 31.03.2015 year: USD 20.00 lakhs) year end: nil (previous Derivative contracts outstanding as at the not hedged by derivative instruments: exposure currency Foreign Interest Miscellaneous expenses Power price difference Power price difference Input tax credit Input tax credit Charges Unscheduled Inter-Change in conversion charges Difference subsidy Transport Bank loan Payables on account of import of goods Particulars a) b) EXCEPTIONAL ITEMS: Adjustments relating to earlier years (net): to earlier years Adjustments relating TOTAL TOTAL
The Company uses derivative financial instruments such as forward contracts and currency swap to hedge currency swap to hedge currency contracts and currency such as forward The Company uses derivative financial instruments and derivative contracts entered financial and all US Dollars in mostly denominated and anticipated, present exposures, for hedging purpose only. into by the Company are as follows: are The information on derivative instruments Depreciation for the year is provided as per Schedule II of the Companies Act, 2013, accordingly ` Companies Act, 2013, accordingly as per Schedule II of the for the year is provided Depreciation amounting tax thereon useful life is nil and the deferred carrying amount of the assets whose remaining the remaining earnings. in the opening balance of retained recognised to ` 84.72 lakhs are amount at least the expected to realise Assets, Loans and Advances are In the opinion of the management, the Current for all known liabilities have been course of business and provision in the ordinary stated, if realised at which they are adequately made in the accounts.
38 Particulars 41 40 39
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
42 Additional information as required under Schedule III of the Companies Act, 2013 of entities consolidated as subsidiaries
Name of the entity Net Assets, i.e. total assets Share in Profit minus total liabilities
As % of Amount As %of Amount consolidated ` in lakhs consolidated ` in lakhs net assets profit Parent Company 1. Nava Bharat Ventures Limited 87.10 253,465.25 69.15 14,246.92 Indian Subsidiaries 1. Nava Bharat Energy India Limited 13.09 38,091.78 49.75 10,251.24 2. Nava Bharat Projects Limited 8.22 23,936.21 1.51 312.25 3. Nava Bharat Realty Limited - (0.22) - (0.89) 4. Nava Bharat Sugar and Bio Fuels Limited - 0.80 - (0.65) 5. Brahmani Infratech Private Limited 1.78 5,188.62 2.26 465.62 Foreign subsidiaries 1. Nava Bharat (Singapore) Pte Limited 32.18 93,638.76 (26.35) (5,429.23) 2. Maamba Collieries Limited 14.84 43,187.79 1.90 392.03 3. NB Tanagro Limited - 0.62 - - 4. Namphak Power Company Limited 0.18 524.96 - - 5. Nava Energy Pte. Limited - (0.73) (0.01) (1.36) 6. Nava Bharat Lao Energy Pte. Limited 0.08 229.02 (0.01) (2.22) Less: Effect of intercompnay eliminations (65.96) (191,948.05) 3.25 669.28 Minority interest in all subsidiaries 8.49 24,697.37 (1.45) (298.72) 100.00 291,012.18 100.00 20,604.27
43 Contingent liabilities and Commitments (to the extent not provided for)
Particulars 31st March, 2015 31st March, 2014 i) Contingent liabilities: a) Claims against the Company not acknowledged as debts 2,863.22 2,625.29 b) Guarantees 62,604.74 52,011.08 c) Other money for which the Company is contingently liable: i) Demand from Income Tax department disputed 926.63 660.08 ii) Showcause notices received from Central Excise Dept.* 1,313.80 1,339.05 iii) Others 198.81 198.81
182 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) Notes 183 - 548.46 143,993.38 31st March, 2014 66.89 849.69 Nava Bharat Ventures Limited Nava Bharat Ventures 120,739.90 31st March, 2015 31st March, As per the “Renewal Power Purchase obligation Power Purchase As per the “Renewal Renewal Energy/Renewable of (Compliance by Purchase Regulations 2012” of APERC, the Energy Certificates) obligation for the year to comply Company is under Company the as However regulations. said the with Company the to of regulations applicability the contested is not cost compliance A.P., Court of High the Hon’ble in to the extent of provided Other commitments: Estimated amount of contracts remaining to be executed be to remaining contracts of amount Estimated for on capital account and not provided Customs duty payable on imports-in-transit
d) b) a) Commitments:
Represent showcause notices received to issue demands and pending for final consideration. The Company has Company The consideration. final for pending and demands issue to received notices showcause Represent its objections in writing against the said notices. submitted already
Particulars ii) *
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015 Total 265.84 1,067.68 3,549.17 23,959.06 42,730.98 42,730.98 12,627.16 31,171.50 27,622.33 44,464.41 31,273.07 11,194.14 ` in lakhs 207,121.48 183,162.42 450,029.16 494,493.57 192,154.86 302,338.71 494,493.57 - Others 233.79 4,194.27 4,194.27 4,357.26 1,757.38 12,529.88 12,529.88 220,924.64 132,386.77 5.17 813.75 632.97 573.46 519.61 559.30 Sugar 3,381.38 16,203.83 15,390.08 18,930.65 31st March, 2014 17.30 8,036.84 Power 22,753.70 98,710.72 35,696.90 27,206.30 53,054.11 26,150.99 121,464.42 172,334.08 9.58 Ferro Ferro 391.61 245.21 840.62 Alloys 2,206.84 3,332.60 56,923.35 56,531.74 10,756.95 37,839.79 Total 1,791.64 2,422.61 7,875.60 4,702.77 24,718.68 32,701.70 32,701.70 11,167.74 20,902.99 32,136.72 23,325.60 218,387.93 193,669.25 559,105.20 591,241.92 277,179.58 314,062.34 591,241.92 100,383.15 - Others (781.29) (781.29) 1,758.02 4,642.70 17,306.20 17,306.20 39,585.17 (2,195.58) 97,136.72 25.45 647.04 604.06 546.14 Sugar (234.76) (227.22) 4,636.34 14,631.65 13,984.61 17,476.49 31st March, 2015 31st March, 5.95 Power 2,409.15 4,895.77 23,808.22 95,702.45 33,988.69 27,300.91 119,510.67 454,882.05 267,673.17 28.67 263.42 233.22 675.67 (270.94) 6,409.30 7,065.65 66,939.41 66,675.99 47,161.49 Ferro Alloys Ferro the nature of products and services; of products the nature risks and returns; the differing and the organisation structure; reporting system. the internal financial The company has identified the reportable primary business segments considering: The company has identified the i) ii) iii) iv) PRIMARY DISCLOSURES: PRIMARY SEGMENT INFORMATION AS PER 17 SEGMENT INFORMATION A. Segment Revenue (gross) Less: Inter segment revenue Segment Revenue (net) Segment Result Segment Result excluding inter segment margin Less: Finance Charges Net Profit Add: Other unallocable Income tax before Profit for the year Taxation Segment Assets Assets Total Segment Liabilities Unallocated Total liabilities Total Capital expenditure Non-cash expenses other than depreciation Particulars 1.
2. 3. Unallocated 4. 5.
6. Depreciation
44
184 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) - Notes 185 Assets ` in lakhs 8,777.57 Carrying Segment 11,075.85 49,909.12 29,062.22 amount of 111,349.11
- - 16.13 Capital 346.44 243.22 1,043.96 Work-in-progress 31st March, 2014 - 50.09 58.91 Nava Bharat Ventures Limited Nava Bharat Ventures 508.84 (Tangible and Intangible) (Tangible Put to use 24,927.51 65,306.89 Cost incurred to acquire Assets to acquire Cost incurred Assets Carrying Segment amount of 11,548.12 47,175.04 16,065.78 31,095.71 229,592.90 116,298.60
- - 14.98 Capital 837.53 182.38 219,674.54 Work-in-progress 31st March, 2015 31st March, 99.20 24.98 144.83 231.41 (Tangible and Intangible) (Tangible 1,062.16 2,652.93 Put to use Cost incurred to acquire Assets to acquire Cost incurred Power Plant Maamba, Zambia Power Plant Dharmavaram, East Godavari Dist. A.P. Power Plant Kharagprasad, Dhenkanal Dist. Odisha Power Plant Paloncha, Khammam Dist. Telangana Ferro Alloy Plant Ferro Paloncha, Khammam Dist. Telangana Ferro Alloy Plant Ferro Kharagprasad, Dhenkanal Dist. Odisha Geographical Segment Total Carrying amount of Segment Assets by geographical location of Assets, for each geographical Segment location of Assets, for each geographical amount of Segment Assets by geographical Carrying Total the total Assets of all geographical Segments. of more or 10 percent are whose Segment Assets SECONDARY DISCLOSURES: SECONDARY
As required by Accounting Standard (AS 28) “Impairment of Assets”, the management has carried out the assessment (AS 28) “Impairment of Assets”, the management has carried out the assessment by Accounting Standard As required than the assets discarded/ during the year other loss has been recognised of impairment of assets and no impairment dismantled and written off. B.
45
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated Notes Notes to consolidated financial statements for the year ended 31st March, 2015
46 THE DETAILS OF RELATED PARTY TRANSACTIONS IN TERMS OF ACCOUNTING STANDARD (AS 18) ARE AS FOLLOWS: a) Names of related parties and relation with the Company : i) Key Management Personnel: Sri D. Ashok, Chairman Sri P. Trivikrama Prasad, Managing Director Sri G.R.K. Prasad, Executive Director Sri C.V. Durga Prasad, Director (Business Development) ii) Relatives of key management personnel: Smt. D. Ramaa - wife of Sri D Ashok Sri D. Ashwin - son of Sri D Ashok Sri D. Nikhil - son of Sri D Ashok Dr. D. Rajasekhar - brother of Sri D Ashok Smt. D. Bhaktapriya - mother of Sri D Ashok Smt. A. Nilima - sister of Sri D Ashok Smt. P. Rajashree - wife of Sri P Trivikrama Prasad Smt. P. Sruthi - daughter of Sri P Trivikrama Prasad Smt. G. S. P. Kumari - wife of Sri G R K Prasad Smt. C. Umamaheswari - wife of Sri C V Durga Prasad iii) Enterprises over which key management M/s.Nava Bharat Natural Resources India Limited personnel/ their relatives exercise M/s.Nav Developers Limited significant influence: M/s.S R T Investments Private Limited M/s.A N Investments Private Limited M/s.V9 Avenues Private Limited M/s.A9 Homes Private Limited M/s.AV Dwellings Private Limited M/s.Brahmani Skyline Constructions Private Limited M/s.Brahmani Infrastructure Projects Private Limited M/s.Brahmani Infotech Private Limited M/s.V9 Infra Ventures Private Limited M/s.Pinnamaneni Healthcare Private Limited M/s.Malaxmi Highway Private Limited M/s.Kinnera Power Company Private Limited Dr. Devineni Subba Rao Trust M/s. Gunnam Subbarao and Ramayamma Trust
186 43rd Annual Report 2014-15 COMPANY OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS (Consolidated) - Notes 187 3.60 47.79 47.79 15.20 421.29 670.06 669.75 242.51 186.93 ` in lakhs 31st March, 2014 3.60 12.60 31.12 12.60 15.20 561.90 472.29 469.03 238.81 175.97 Nava Bharat Ventures Limited Nava Bharat Ventures 31st March, 2015 31st March,
Smt P Sruthi Smt. C. Umamaheswari Sri D Ashwin Sri D Nikhil Smt. G. S. P. Kumari Smt. G. S. P. Transactions with Key Management personnel: with Key Transactions Sri D Ashok Prasad Sri P Trivikrama Sri G R K Prasad Sri C V Durga Prasad personnel: of Key Management with relatives Transactions Rajasekhar D. Dr. Particulars of transactions during the year: Particulars of transactions
Rent Rent Remuneration Remuneration Rent i) Remuneration Remuneration Remuneration Remuneration ii) Rent Nature of transactions Nature THE DETAILS OF RELATED PARTY TRANSACTIONS IN TERMS OF ACCOUNTING STANDARD IN TERMS OF ACCOUNTING STANDARD TRANSACTIONS PARTY OF RELATED THE DETAILS FOLLOWS: (AS 18) ARE AS b)
to consolidated financial statements for the year ended 31st March, 2015 March, year ended 31st statements for the financial to consolidated 46 Notes Notes to consolidated financial statements for the year ended 31st March, 2015
c) Amount due from/(due to) related parties as at the year end: ` in lakhs Name of the party 31st March, 2015 31st March, 2014 Key Management personnel: Sri D Ashok (292.62) (471.82) Sri P Trivikrama Prasad (292.62) (471.82)
47 EARNINGS PER SHARE (E.P.S.)
Particulars 31st March, 2015 31st March, 2014
a) Net Profit as per Statement of Profit and Loss available 20,604.27 27,990.72 for Equity Shareholders (` in lakhs) b) Weighted average number of Equity Shares for Basic and 89,287,741 89,287,741 diluted EPS c) Nominal value of the share (`) 2.00 2.00 d) Basic earnings per share (`) 23.08 31.35 e) Diluted earnings per share (`) 23.08 31.35
48 Previous year figures have been re-grouped and/or reclassified wherever necessary to make them comparable with those of current year.
per our report of even date for and on behalf of the Board for Brahmayya & Co., Chartered Accountants Firm’s Registration Number: 000513S T. Hari Babu G.R.K. Prasad Chief Financial Officer Executive Director P. Chandramouli Partner Membership Number: 025211 M. Subrahmanyam P. Trivikrama Prasad Place : Hyderabad Company Secretary & Managing Director Date : 29.05.2015 Vice President
188 43rd Annual Report 2014-15 300 MW POWER PLANT UNDER CONSTRUCTION AT MAAMBA, ZAMBIA www.nbventures.com