To
The Members,
NCC BLUEWATER PRODUCTS LIMITED
Your Directors take pleasure in presenting the 31st Annual
Report along with the Audited Financial Statements of the Company for financial year ended
March, 31 2024. The financial summary and highlights are stated as under:
Financial Results ( in Lakhs)
Particulars |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
| Gross Income |
77.01 |
63.43 |
| Profit before Depreciation and taxation |
59.07 |
45.30 |
| Depreciation |
- |
- |
| Provision for Tax |
(15.40) |
(11.51) |
| Profit after tax |
43.67 |
33.79 |
| Paid-up equity share capital |
775.00 |
775.00 |
| Reserves excluding Revaluation Reserves |
50.80 |
7.13 |
Dividend
In view of losses su_ered in earlier years which are carried forward
and as the Profit earned in the current FY is meagre, the Board has not recommended any
dividend for the year ended 31.03.2024.
The State of the Company's Affairs
During the year, your Company has earned Gross Income of
77.01lakhs and net Profit of 43.67 lakhs.
As communicated to the Members at the time of the previous Annual
General Meeting after the compulsory acquisition of the major portion of the lands owned
by the Company at Chandanada Village, Nakkapalli Mandal, Anakapalli District, Andhra
Pradesh by the Government of Andhra Pradesh through the Andhra Pradesh Industrial &
Infrastructure Corporation Limited under the provisions of The Right to Fair Compensation
and Transparency in Land Acquisition, Rehabilitation and Resettlement (RFCTLARR) Act,
2013_ the Company was left with around 49.29 acres of undisputed land and 22.57 acres of
lands where there are certain issues. As the aforesaid lands owned by the company are in
fragments of 5 to 6 parcels and are unviable for any active usage, the Company had sought
the approval of the members of the Company for disposing o_ the aforesaid land parcels
which have been remaining idle quite for sometime and which was accorded by the members at
the previous AGM. The Company is in the process of selling the aforesaid parcels of lands.
Amounts Transferred to Reserve
The Board has decided to retain the Profit earned and not to transfer
the same to the Reserve.
Management Discussion and Analysis
Business Overview and Outlook and the state of the affairs of the
Company and the Industry in which it operates, is discussed in detail in the section
relating to Management Discussion & Analysis which forms part of this report.
Change in nature of business
There has been no change in the nature of business carried on by the
Company during the year under review Material changes and commitments affecting the
financial position of the Company.
There are no Material Changes and Commitments affecting the financial
position of the Company which occurred between the end of the financial year to which the
financial statements relate and the date of this Report.
Share Capital
During the financial year under review, there has been no change in the
Authorized & Paid up Share Capital of the Company.
Directors' responsibility statement
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, your Directors to the best of their knowledge and ability confirm as under: (a) In
the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures; (b) We have
selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2024 and of the Profit of
the Company for the financial year ended 31st March, 2024; (c) We have taken
proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the said Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities; (d) The annual accounts
have been prepared on a going concern basis; (e) The Company had laid down internal
financial controls to be followed by the Company and that such internal financial controls
are adequate and were operating effectively; and (f) We have devised proper systems to
ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
The names of Companies which have become or cease to be its
Subsidiaries, Joint Ventures or Associates Companies during the year
The Company does not have any subsidiary, associate and joint-venture
companies.
Deposits from Public
During the year the Company has not accepted any Deposit from the
public.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and outgo
The Company did not have any activities either relating to Conservation
of Energy or Technology Absorption and therefore the provisions relating to Conservation
of Energy or Technology Absorption are not applicable. The Company did not have any
foreign exchange earnings and foreign exchange outgo during the year under review.
Particulars of loans, guarantees or investments under Section 186
Pursuant to the provisions of Section 186 of the Companies Act, 2013
read with Companies (Meetings of Board and its Powers) Rules, 2014, the Company has not
made any loans, guarantees, investments during the financial year ended 31st
March, 2024.
Particulars of contracts or arrangement with Related Parties
The Company has not entered into any related party transactions during
the financial year 2023-24.
Directors and KMPs
Sri J S N Raju (DIN 02143715) Whole Time Director retires by rotation
at the forthcoming Annual General Meeting and being eligible offers for re-appointment.
The Independent Directors have submitted the declaration of
independence, pursuant to section 149(7) of the Companies Act, 2013 stating that they meet
the criteria of independence as provided in sub-section(6) of section 149 of the Companies
Act, 2013.
Sri J S N Raju, Wholetime Director and Sri K Vidya Sagar, Chief
Financial Officer and Sri M.Venugopal, Company Secretary are the Key Managerial Personnel
of the company in accordance with the provisions of the Section 2(51) and 203 of the
Companies Act, 2013.
Meetings of Board of Directors
During the Financial year the Board has met six times i.e. on 4th
April, 2023, 26th May 2023, 10th August 2023, 4th
September 2023, 10th November 2023, and 12th February 2024
Meeting of Independent Directors
Pursuant to provisions of the Companies Act, 2013 read with rules made
there under and Secretarial Standard-I issued by the Institute of Company Secretaries of
India and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
a meeting of the Independent Directors of the Company for the Financial Year 2023-24 was
held on February 12, 2024.
Composition of Audit Committee
The Committee met four times during the Financial Year i.e. on 26th
May, 2023, 10th August, 2023, 10th November, 2023 and 12th
February 2024.
Composition of Nomination and Remuneration Committee
The Committee met two times during the Financial Year i.e. 26th
May 2023 and 10th August 2023.
Composition of Stakeholders Relationship Committee
The Committee met one time during the Financial Year i.e. 26th
May 2023
Whistle Blower Policy / Vigil Mechanism
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed
thereunder and pursuant to the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has established a mechanism through which all
the stakeholders can report the suspected frauds to the appropriate authority. The Whistle
Blower Policy which has been approved by the Board of Directors of the Company has been
posted on the website of the Company (http:// nccbpl.com).
Annual Return
Pursuant to Section 92 (3) of the Companies Act, 2013 a copy of the
annual return for the financial year ended 31st March 2024 has been placed on
the website of the Company at http://www.nccbpl.com.
Corporate Governance
Pursuant to the Regulation 15 (2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company is exempted from furnishing
Corporate Governance Report.
Evaluation of performance of the Board, Members of the Board and the
Committees of the Board of Directors.
The Nomination and Remuneration Committee has laid down criteria for
performance evaluation of Directors, Board level Committees and the Board as a whole and
also the evaluation process for the same.
Pursuant to provisions, the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulation,
2015, annual performance evaluation of the Directors including
Chairman, Board and its Committees viz., the Audit Committee, Nomination and Remuneration
Committee, and Stakeholders Relationship Committee has been carried out. The Nomination
and Remuneration Committee reviews the said Performance Evaluation on annual basis. The
Performance evaluation of Independent Directors was carried out by the entire Board of
Directors without participation of the directors who are subject to the evaluation.
Compliance with Secretarial Standards
The Company has complied with applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the
Central Government under Section 118 (10) of the Companies Act, 2013.
Reporting of Frauds by the Auditors
During the period under review, there were no frauds reported to the
Central Government under Section 143(12) of the Companies Act, 2013 by your Auditors.
Corporate Social Responsibility
The company has a CSR Policy. Provisions of Section 135 of the Act
relating to CSR are not applicable to the Company.
Remuneration Policy
b>
The Company has not paid any remuneration to its Directors.
Investor Education and Protection Fund (IEPF)
The company was not required to transfer any shares/dividend to the
IEPF Authority during the Financial Year 2023-24.
Details of Adequacy of Internal Financial Controls
The Company is well equipped with adequate internal financial controls.
The Company has a continuous monitoring mechanism which enable the organization to
maintain the standards of the control systems in taking corrective actions on timely
basis.
Details of Significant and Material orders passed by Regulators or
Court or Tribunal impacting the going concern status and company's operations in
future.
There has been no order passed by the Regulators or Court or Tribunal.
Statutory Audit
M/s. K P Rao & Co., (Firm Registration No. 003135S), Chartered
Accountants who were appointed as Statutory Auditors of the Company for a term of Five
years from the conclusion of the 29th Annual General Meeting till conclusion of
34th Annual General Meeting conducted the Statutory Audit for the F.Y –
2023-24. The Independent Auditors' Report to the Members of the Company in respect of
the Financial Statements for the Financial Year ended March 31, 2024 forms part of this
Annual Report and do not contain any qualifications(s) or adverse observations.
Secretarial Audit
As per the provisions of the Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board appointed M/s. BS & Company, Company Secretaries LLP to conduct Secretarial
Audit of the records and documents of the Company for the financial year 2023-24.
The Secretarial Audit Report for the Financial Year ended March 31,
2024 in Form No MR-3 is annexed to the Board's Report. The Secretarial Audit Report
to the Members of the Company for the Financial Year ended March 31, 2024 does not contain
any qualifications or adverse observations
Particulars of Employees
At present there are no employees whose particulars are to be given
under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, as amended from time to time.
The ratio of the remuneration of each Director to the median
employee's remuneration and other details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, currently not applicable as no Director or KMP has drawn
remuneration from the Company except Mr M Venu Gopal, Company Secretary. Further, there
are no other employees on rolls of the Company.
Acknowledgements
The Directors thank the Company's Members, Bankers and officials
of concerned Government Departments for their co- operation and continued support
to the Company.
Management Discussion & Analysis
The Government of Andhra Pradesh has compulsorily acquired almost the
entire Project land and facilities of the Company under the Right to Fair Compensation and
transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013. In view of
the above, the Management of the Company is considering to restructure its activities.
A) Industry Structure and developments: Not Applicable for reasons
stated above. B) Opportunities and Threats Not Applicable for reasons stated above.
C) Segment –Wise or Product –wise performance Not Applicable
for reasons stated above. D) Outlook and Risks and Concerns Please see the above note E)
Internal Control Systems and their adequacy:
The Company has adequate internal control systems commensurate with the
activities of the Company. F) Discussion on financial performance with respect to
operational performance
During the year your Company has earned net Profit of 43.67 lakhs on
the gross turnover of 77.01 lakhs. The Company is exploring various alternatives
available for restructuring its business.
G) Material developments in human Resources/Industrial Relations front,
including people employed: There was no material developments in human Resources/
Industrial Relations front.
Form No. MR-3
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2024
To,
The Members
NCC Blue Water Products Limited
Hyderabad
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by NCC Blue Water
Products Limited. Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/ statutory compliances and
expressing our opinion thereon. Based on our verification of the NCC Blue Water
Products Limited books, papers, minute books, forms and returns _led and other records
maintained by the company and also the information provided by the Company, its officers,
agents and authorized representatives during the conduct of secretarial audit, we hereby
report that in our opinion, the company has, during the audit period covering the
financial year ended on 31st March, 2024 complied with the statutory
provisions listed hereunder and also that the Company has proper Board processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter: We have examined the books, papers, minute books, forms and returns _led
and other records maintained by NCC Blue Water Products Limited ("The
Company") for the financial year ended on 31st March, 2024 according
to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made
thereunder; (ii) Secretarial Standards issued by The Institute of Company
Secretaries of India (ICSI); (iii) The Securities Contracts (Regulation) Act, 1956
(‘SCRA') and the rules made thereunder; (iv) The Depositories Act, 1996
and the Regulations and Bye-laws framed there under; (v) The following Regulations
prescribed under the Securities and Exchange Board of India Act, 1992:- (a) The
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009/2018; (d) The
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement)
Regulations 2015 (LODR);
We have also examined compliance with the applicable clauses of
Secretarial Standards 1 & 2 issued by The Institute of Company Secretaries of India
(ICSI) which the company is in the process of adopting. During the period under review,
the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Non-Executive Directors and Independent Directors. There were no changes in the
composition of the Board of Directors during the period under review.
Adequate notices were given to all directors to schedule the Board
meetings, agenda and detailed notes on agenda were sent in advance and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting. During the period under
review, resolutions were carried through majority. As confirmed by the Management, there
were no dissenting views expressed by any of the members on any business transacted at the
meetings held during the period under review.
Based on the information, documents provided and the representations
made by the Company, its officers during our audit process and also on review of the
compliance reports of the Company Secretary taken on record by the Board of Directors of
the Company periodically, in our opinion, there are adequate systems and processes in the
Company to commensurate with the size and operations of the Company, to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
The compliance by the Company of the applicable financial laws like
direct and indirect tax laws and labour laws -general and specific laws as mentioned in
the report above _ling of periodical returns, maintenance of financial records and books
of accounts have not been reviewed by us since the same have been subject to review by
Statutory Auditors, Internal Auditors and other professionals.
Annexure
To,
The Members,
NCC Blue Water Products Limited Hyderabad
Our report of even date is to be read along with this letter:
1. Maintenance of Secretarial records is the responsibility of the
Management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate
to obtain reasonable assurance about the correctness of the contents of the Secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in secretarial records. We believe that the processes and practices, we followed
provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation
about the compliance of applicable laws, rules and regulations etc.
5. The compliance of the provisions of Companies Act, 2013 and other
applicable laws, Rules, Regulations, secretarial standards issued by ICSI is the
responsibility of the Management. Our examination was limited to the verification of
procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
Management has conducted the affairs of the Company.
7. We further report that, based on the information provided by the
Company, its officers, authorized representatives during the conduct of the audit and also
on the review of quarterly compliance report by the respective departmental heads/ Company
Secretary/ Managing Director taken on record by the Board of the Company, in our opinion
adequate systems and process and control mechanism exist in the Company to monitor
compliance with applicable general laws and Data protection policy.
8. We further report that the compliance by the Company of applicable
fiscal laws like Direct & Indirect tax laws have not been reviewed in this audit since
the same has been subject to review by the Statutory Auditors and other designated
professionals.
9. All the documents, records and other information were verified and
checked electronically as provided by the management but not verified Original records and
documents physically.