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NCC Blue Water Products Ltd.

BSE: 519506 Sector: Others
NSE: N.A. ISIN Code: INE630N01019
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NCC Blue Water Products Ltd. (NCCBLUEWATER) - Director Report

Company director report

To

The Members

NCC BLUEWATER PRODUCTS LIMITED

Your Directors present the 23rd Annual Report of your Company along with the AuditedFinancial Statements for the year ended March 312016.

FINANCIAL RESULTS

PARTICULARS Year ended 31.03.2016 Year ended 31.03.2015
Gross Income 57.66 25.37
Profit/Loss before Depreciation and taxation 42.54 6.18
Depreciation 4.74 5.71
Provision for Tax 0.37 6.25
Profit / Loss after tax 38.18 6.72
Add balance of loss brought forward from previous year (1272.11) (1260.30)
Balance of Loss carried forward (1233.93) (1272.11)
Paid-up equity share capital 775.00 775.00
Reserves excluding Revaluation Reserves 25.00 25.00

DIVIDEND

In view of the meager profits earned by the Company and keeping in view the fundrequirement of the Company your Board decided not to recommend dividend for thefinancial year 2015-16.

REVIEW OF OPERATIONS:

During the year your Company has earned a net profit of Rs.38.18 lac on the grossturnover of Rs. 57.66 lakhs. The Company is exploring various alternatives available forrestructuring its business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY-postclosing of accounts for the Financial Year 2015-16 on 31st March2016

The Members may please note that the Government of Andhra Pradesh had identifiedcertain areas of land located between Vishakapatnam and Kakinada for establishing thePetroleum Chemical and Petrochemical Investment Region (PCPIR Corridor). Out of the totalextent of 271.24 acres of land owned by the Company 201.03 acres of land has also beennotified to be taken over by the Govt. of A.P for compulsory acquisition under the LandAcquisition Law for establishing the PCPIR Corridor. The Company had approached theHon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State ofAndhra Pradesh with a Writ Petition and an Interim Stay Order was granted by the Hon'bleCourt. The Writ Petition had come up for final hearing in December 2015 and the WritPetition filed by the Company and other land owners were dismissed. The Company has fileda Writ Appeal and the Hon'ble Division Bench had granted Status Quo orders. During themeetings the representatives of the Company had with the District Collector and otherofficials the Government had indicated that they would be paying a compensation whichwould be higher than the compensation normally available under the Land Acquisition

Rehabilitation & Resettlement Act 2013. Considering the amount of compensation andkeeping in view present status of the Company as well as the Aqua Industry. The Board ofthe Company has accepted the statutory acquisition of major portion of the land owned bythe Company subject to payment of compensation as indicated above. The Company willexamine the various alternatives for restructuring its operations and will submit the sameto the Members for their approval.

Directors' responsibility statement

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm as under:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) We have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

(c) We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis; and

(e) The Company had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

(f) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively

DISCLOSURES:

PARTICUALRS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company has no Subsidiary & Associate Companies

PUBLIC DEPOSITS:

During the year the Company has not accepted any Deposits.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activities either relating to Conservation of Energy orTechnology Absorption and therefore the provisions relating to Conservation of Energy orTechnology Absorption are not applicable. The Company did not have any foreign exchangeearnings and foreign exchange outgo during the year under review.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186

Pursuant to the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014 the Company has not made anyloans guarantees investments during the financial year ended 31st March 2016.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Company has not entered any related party transactions during the financial year2015-16

DIRECTORS:

Sri J S N Raju Whole time Director retires by rotation at the conclusion of theforthcoming Annual General Meeting and being eligible offers himself for reappointment.

During the year Smt. S R K Deepthi was appointed as an Additional Director of theCompany.

The Independent Directors have submitted the declaration of independence pursuant tosection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in sub-section(6) of section 149 of the Companies Act 2013.

MEETINGS OF BOARD OF DIRECTORS

The Board met six times during the Financial Year i.e. on 1st April 2015 29th May2015 10th August 2015 30th September 2015 13th November 2015 and 12th February 2016.All the members of the Board were present for the said meetings.

AUDIT COMMITTEE

The Company has constituted the Audit Committee comprises of Sri G Subba Rao Chairmanof the Committee Sri U Jayachandra and Sri Y D Murthy Members of the Committee.

The Committee met four times during the Financial Year i.e. on 29th May2015 10thAugust2015 13th November2015 and 12th February2016.All the members of the Committeewere present for the said meetings.

Composition of Nomination and Remuneration Committee

The Company has constituted the Nomination and Remuneration Committee in whichcomprises of Sri U Jayachandra Chairman of the Committee Sri G Subba Rao and Sri Y DMurthy Members of the Committee. The Committee has not met during the Financial yearsince no Remuneration was paid to Directors.

Whistle Blower Policy / Vigil Mechanism Pursuant to Section 177 of the CompaniesAct 2013 and the Rules framed there under and pursuant to the provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has established amechanism through which all the stakeholders can report the suspected frauds to theappropriate authority. The Whistle Blower Policy which has been approved by the Board ofDirectors of the Company has been posted on the website of the Company (http://nccbpl.com).

Risk Management

The Company has established Enterprise Risk Management process which is a holisticintegrated and structured approach to manage risks with the objective of maximizingshareholders' value

Extract of Annual Return

The extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended31st March 2016 is enclosed - Annexure -1 and forms part of the Directors Report.

COMMENTS OF AUDITORS:

The observations / comments made by the auditors in their report attached have beensuitably clarified / explained under the Notes to the Accounts.

Secretarial Audit Report

As per the provisions of the Section 204(1) of the Companies Act 2013 the Company hasappointed M/s. BS & Co Practicing Company Secretaries to conduct Secretarial Audit ofthe records and documents of the Company The Secretarial Audit Report for the FinancialYear ended 31st March 2016 in Form No MR-3 is annexed to the Directors Report as Annexure- 2 and forms part of this Report.

CORPORATE GOVERNANCE:

Pursuant to the Regulation 15 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is exempted from furnishing CorporateGovernance Report.

"As the business activity(s) carried on by the company have met challenges theCompany notwithstanding the efforts put in had faced difficulty in recruiting a qualifiedCompany Secretary. The Company has however availed the services of external professionalfor ensuring due compliance of the applicable laws and regulations.

Evaluation of performance of the Board Members of the Board and the Committees of theBoard of Directors.

The Nomination and Remuneration Committee has laid down criteria for performanceevaluation of Directors Board level Committees and the Board as a whole and also theevaluation process for the same.

Policy on Sexual Harassment

The Company has adopted policy on prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (preventionProhibition and Redressal) Act2013.

The Company has not received any complaints under the policy.

AUDITORS:

M/s. M. Bhaskara Rao & Co. Chartered Accountants the retiring Auditors of theCompany being eligible have offered themselves for reappointment as Auditors to holdoffice upto the conclusion of the next Annual General Meeting.

For and on behalf of the Board
Place : Hyderabad J S N Raju U Jaya Chandra
Date: 30-05-2016 Wholetime Director Director
(DIN No. 02143715) (DIN No. 02428646)