The Members of
NCC Bluewater Products Limited
Report on the Indian Accounting Standard (Ind AS) Financial Statements Opinion
We have audited the accompanying Ind AS Financial Statements of NCC BLUEWATERPRODUCTS LIMITED ("the Company") which comprise the Balance Sheet as at 31March 2020 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and Statement of Cash Flows for the year then ended and asummary of the significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS Financial Statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards prescribedunder section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended ("Ind AS") and other accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2020 and its profit(including other comprehensive income) changes in equity and its cash flows for the yearended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of thestandalone Ind AS Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the standalone Ind AS financial statements under the provisions of the Companies Act2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our opinionon the standalone Ind AS financial statements
Material Uncertainty Relating to Going Concern
We draw your attention to Note 22 to the financial statements regarding preparation offinancial statements on a going concern basis considering the circumstances stated in thesaid note and pending crystallization of company's plans for revamping its operations.
Our opinion is not qualified in respect of the above matter.
Key Audit Matters:
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.Except for the matter described in the Material Uncertainty Related to Going Concernsection we have determined that there are no other key audit matters to communicate inour report.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial position andfinancial performance of the Company and cash flows of the company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes the maintenance of adequate accountingrecords in accordance with the provision of the Act for_ safeguarding_ of the assets ofthe Company and for preventing and_ detecting_ the frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable_ and prudent; and design implementation and maintenance ofinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of_ the accounting_ records relevant to the preparation and_ presentation_of the financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibility for the audit of financial statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee
19 that an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if individually or in the aggregate they could reasonably beexpected to influence the economic decisions of users taken on the basis of thesefinancial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinionon whether the company has adequate internal financial controls system in place and theoperating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern including the disclosures and whether the financial statements representthe underlying transactions and events in a manner that achieves fair presentation.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant de_ciencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
A. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure 1 a statement on the matters specified in theparagraph 3 and 4 of the order.
B. As required by section 143(3) of the Act we report that:
a) we have obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit;
b) in our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;
c) the Balance Sheet Statement of Profit and Loss and cash flow statement dealt withby this Report are in agreement with the books of accounts;
d) in our opinion the Balance Sheet Statement of Profit and Loss and cash flowstatement comply with the Accounting Standards referred to in section 133 of the CompaniesAct 2013 read with Rule 7 of the Companies (Accounts) Rules 2014;
e) on the basis of written representations received from the directors as on March 312020 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of subsection (2) ofsection 164 of the Companies Act 2013;
f) In our opinion and to the best of our information and according to the explanationsgiven to us no remuneration has been paid or provided by the Company to its directorsduring the year. Hence reporting under the requirement of section 197 sub-section(16) ofthe Act not applicable.
g) with respect to the adequacy of internal financial controls over financial reportingof the Company and operating effectiveness of such controls refer to our separate reportin "Annexure 2". Our Report expresses an unmodified opinion on theadequacy and operating effectiveness of the Company's financial controls over financialreporting.
h) with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
i) The Company does not have any pending litigations which would impact its financialposition and
ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
Annexure - 1 to the Auditor's Report of even date on the Ind AS Financial statements ofNCC Bluewater Products Limited
(Referred to in paragraph A under "Report on Other Legal RegulatoryRequirements" section of our report of even date to the members of NCC Blue waterProducts Limited) We report that:
1) The Company does not have any fixed assets during the year. Accordingly Paragraph 3(i) (a) and (b) of the order is not applicable. The title deeds of the immovableproperties held by the company are in the name of the company and are in the nature ofinvestment property.
2) In our opinion and according to the explanation given to us the company does notcarry any inventory. Accordingly paragraph 3(ii) of the order is not applicable to thecompany.
3) According to the information and explanations given to us the company has notgranted any loans secured or unsecured to companies firms limited liability partnershipsor other parties covered in the register maintained under section 189 of the Act andaccordingly paragraph 3(iii) of the Order are not applicable.
4) In our opinion and according to the information and explanations given to us theCompany has not advanced any loan to any director given any guarantee provided anysecurity in connection with any loan taken by any director or made investment in more thantwo layers of investment companies as per the provisions of section 185 and 186 of theAct. Accordingly reporting under clause (iv) of paragraph 3 of the order is notapplicable.
5) In our opinion and according to the information and explanation given to us theCompany has not accepted deposits to which directions issued by the Reserve Bank of Indiaand the provisions of section 73 to 76 or any other relevant provisions of the CompaniesAct 2013 were applicable. Accordingly reporting under clause (v) of paragraph 3 of theOrder is not applicable.
6) According to the information and explanations given to us the provisions of Section148(1) of the companies act 2013 and rules made there under relating to maintenance ofcost records are not applicable. Accordingly reporting under clause (vi) of paragraph 3of the Order is not applicable.
7) According to the information and explanations given to us and according to the booksand records as produced and examined by us in accordance with the generally acceptedauditing practices in India in respect of statutory dues:
a) The Company is generally regular in depositing undisputed statutory dues includingprovident fund employee state insurance income tax sales tax service tax / Goods andservice tax duty of customs duty of excise value added tax cess and any otherstatutory dues applicable to it with the appropriate authorities during the year.
b) There were no undisputed amounts payable in respect of provident fund employeestate insurance income tax wealth tax sales-tax service tax value added tax cess andany other statutory dues which were in arrears as at March 31 2020 for a period of morethan six months from the date they became payable.
c) There are no dues of income tax sales tax service tax duty of customs duty ofexcise or value added tax that have not been deposited on account of any dispute.
8) In our opinion and according to the information and explanations given to us theCompany does not have any loans or borrowings from any financial institutions banksGovernment or debenture holders during the year; accordingly paragraph 3(viii) of theOrder is not applicable.
9) The Company has not raised any monies during the reporting period by way ofinitial public offer (including debt instruments) or further public offer. The Company hasnot raised any monies by way of term loans during the year. Accordingly paragraph 3 (ix)of the Order is not applicable.
10) According to the information and explanations given to us no fraud by or by itsofficers or employees on the company has been noticed or reported during the year.
11) According to the information and explanations give to us and based on ourexamination of the records of the Company no managerial remuneration has been paid orprovided during the year. Accordingly paragraph 3(xi) of the Order is not applicable.
12) According to the information given to us the Company is not a Nidhi Company.Accordingly reporting under clause (xii) of paragraph 3 of the Order is not applicable.
13) According to the information and explanations given to us and based on ourexamination of the records all transactions with the related parties are in compliancewith Section 177 and Section 188 of the Act where applicable and the details have beendisclosed in the Ind AS Financial Statements as required by the applicable accountingstandards.
14) According to the information and explanations given to us and based on ourexamination of the records the Company has not made any preferential allotment or privateplacement of shares or convertible debentures during the reporting period. Accordinglyreporting under clause (xiv) of paragraph 3 of the Order is not applicable.
15) According to the information and explanations given to us and based on ourexamination of the records the Company has not entered into any non-cash transactionswith any directors or persons connected with him. Accordingly reporting under clause (xv)of paragraph 3 of the Order is not applicable.
16) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.
"Annexure 2" to the Independent Auditor's Report of even date on the Ind ASFinancial statements of NCC Bluewater Products Limited Report on the Internal FinancialControls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013("the Act")
We have audited the internal financial controls over financial reporting of NCCBluewater Products Limited ("the company") as of March 31st2020 in conjunction with our audit of the financial statements of the Company for the yearended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by Institute ofChartered Accountants of India (ICAI) and deemed to be prescribed under section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe ICAI. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgments including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that:
1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and
3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2020 based on theInternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the "Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountant of of India".