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NCC Blue Water Products Ltd.

BSE: 519506 Sector: Others
NSE: N.A. ISIN Code: INE630N01019
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OPEN 3.06
CLOSE 3.22
VOLUME 100
52-Week high 5.30
52-Week low 2.90
P/E 6.65
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NCC Blue Water Products Ltd. (NCCBLUEWATER) - Director Report

Company director report

To

The Members

NCC BLUE WATER PRODUCTS LIMITED

Your Directors take pleasure in presenting the 27th Annual Report along with theAudited Financial Statements of the Company for financial year ended March 31 2020. Thefinancial summary and highlights are stated as under:

Financial Results (Rs. in Lakhs)

Particulars Year ended 31.03.2020 Year ended 31.03.2019
Gross Income 130.05 383.47
Profit before Depreciation and taxation 106.34 364.86
Depreciation - -
Provision for Tax (25.41) (12.61)
Profit after tax 80.93 377.47
Paid-up equity share capital 775.00 775.00
Reserves excluding Revaluation Reserves (99.34) (180.27)

Dividend

In view of negative Networth of the Company due to losses su_ered in earlier yearswhich are carried forward and insufficiency of profits the Board has not recommended anydividend for the year ended 31-3-2020.

The State of the Company's Affairs

During the year your Company has earned Gross Income of Rs.130.05 lakhs and net profitof Rs. 80.93 lakhs. After adjusting the profit earned in current Financial Year theunabsorbed losses stood at Rs.1.24 crores as on 31st March 2020. The Company is exploringvarious alternatives available for restructuring its business.

Amounts Transferred to Reserve

During the year under review the Company has transferred entire profits to theReserves.

Management Discussion and Analysis

Business Overview and Outlook and the state of the affairs of the Company and theIndustry in which it operates is discussed in detail in the section relating toManagement Discussion & Analysis.

Change in nature of business

There is no change in the nature of business carried on by the Company during the yearunder review

Material changes and commitments affecting the financial position of the Company.

There are no Material Changes and Commitments affecting the financial position of theCompany which occurred 8 between the end of the financial year to which the financialstatements relate and the date of this Report.

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

The names of Companies which have become or cease to be its Subsidiaries JointVentures 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 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 guarantees 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 2020.

Particulars of contract or arrangement with Related Parties

The Company has not entered any related party transactions during the financial year2019-20.

Directors and KMPs

Sri J S N Raju Wholetime Director (DIN-02143715) retires by rotation at the conclusionof the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The Independent Directors have submitted the declaration of independencepursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section(6) of section 149 of the Companies Act 2013.

Sri J S N Raju Wholetime Director Sri K Vidya Sagar Chief Financial Officer and Smt.Rajkumari Chhablani Company Secretary are the Key Managerial Personnel of the company inaccordance 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 20th May 2019 29thMay 2019 13th August 2019 14th November 2019 and 11thFebruary 2020.

Familiarization Programme

The Company conducts Familiarization Programme for the Board Members and particularlyfor Independent Directors to enable them to be familiarized with the company itsmanagement and its operations to gain a clear understanding of their roles rights andresponsibilities for enabling their contribution to the Company. Details of thefamiliarization programmes are hosted on http://www.nccbpl.com.

Meeting of Independent Directors

Pursuant to provisions of the Companies Act 2013 read with rules made there under andSecretarial Standard-I issued by the Institute of Company Secretaries of India and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a meeting of theIndependent Directors of the Company for the Financial Year 2019-20 was held on February11 2020.

Composition of Audit Committee

The Company has constituted the Audit Committee comprises of Dr. G Subba Rao Chairmanof the Committee Sri U Jayachandra and Sri Y D Murthy Members of the Committee. TheCommittee met four times during the Financial Year i.e. 29th May 2019 13thAugust 2019 14th November 2019 and 11th February 2020.

Composition of Nomination and Remuneration Committee

The Company has constituted the Nomination and Remuneration Committee comprises of SriU Jayachandra Chairman of the Committee Dr.G Subba Rao and Sri Y D Murthy Members ofthe Committee.

The Committee met two times during the Financial Year i.e. 20th May 2019and 29th May 2019.

Composition of Stakeholders Relationship Committee

The Company has constituted the Stakeholder Relationship Committee comprises of Sri Y DMurthy (Chairman of the Committee) Dr. G Subba Rao and Sri U Jayachandra as the membersof the Committee. The Committee met one time during the Financial Year i.e. 29thMay 2019.

Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177 of the Companies Act 2013 and the Rules framed there under andpursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has established a mechanism through which all thestakeholders can report the suspected frauds to the appropriate authority. The WhistleBlower Policy which has been approved by the Board of Directors of the Company has beenposted on the website of the Company (http:// nccbpl.com).

Extract of Annual Return

The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended31st March 2020 is enclosed - Annexure -1 and forms part of theDirectors Report.

Statement of particulars under Section 197 of the Companies Act 2013 and as per Rule 5of Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014.

Your Company has not paid any remuneration attracting the provisions of Rule 5(2) ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014. Henceno information is appended to this Report in this regard.

Corporate Governance

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

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. Pursuant to provisions The Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 annual performanceevaluation of the Directors including Chairman Board and its Committees viz. the AuditCommittee Nomination and Remuneration Committee and Stakeholders Relationship Committeehas been carried out. The Nomination and Remuneration Committee reviews the saidPerformance Evaluation on annual basis. The Performance evaluation of IndependentDirectors was carried out by the entire Board of Directors without participation of thedirectors who are subject to the evaluation.

Compliance with Secretarial Standards

The Company has complied with applicable provisions of the Secretarial Standards issuedby the Institute of Company Secretaries of India and approved by the Central Governmentunder 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 Governmentunder Section 143(12) of the Companies Act 2013 by your Auditors.

Corporate Social Responsibility Policy

The Company has a CSR Policy. Provisions of Section 135 of the Act relating to CSRspending are not applicable to the Company as the company has not earned the requisiteamount of profits during the financial year 2019-20.

Remuneration Policy

The Company has not paid any remuneration to its Directors. The company was notrequired to transfer any shares to Demat Suspense Account or IEPF account.

Details of Adequacy of Internal Financial Controls

The Company is well equipped with adequate internal financial controls. The Company hasa continuous monitoring mechanism which enable the organization to maintain the standardsof the control systems in taking corrective actions to timely basis.

Details of Significant and Material orders passed by Regulators or Court or Tribunalimpacting the going concern status and company's operations in future.

There has been no order passed by the Regulators or Court or Tribunal.

Auditors' Statutory Audit

M/s. K P Rao & Co. (Firm Registration No. 003135S) Chartered Accountants who wereappointed as Statutory Auditors of the Company for a term of Five years from theconclusion of the 24th Annual General Meeting till conclusion of 29thAnnual General Meeting conducted the Statutory Audit for the F.Y – 2019-20. TheIndependent Auditors' Report to the Members of the Company in respect of the FinancialStatements for the Financial Year ended March 31 2020 for part of this Annual Report anddo 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 appointedM/s. BS & Company Company Secretaries LLP to conduct Secretarial Audit of the recordsand documents of the Company for the financial year 2019-2020. The Secretarial AuditReport for the Financial Year ended March 31 2020 in Form No MR-3 is annexed to theBoards' Report as Annexure - 2 and forms part of this Report. The SecretarialAuditors Report to the Members of the Company for the Financial Year ended March 31 2020does 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) Rules2014 as amended from time to time.

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014currently not applicable as no Director or KMP is drawing remuneration from the Companyexcept Smt.Rajkumari Chhablani Company Secretary whose details are reported in MGT-9annexed to this report. Further there are no other employees on rolls of the Company.

Acknowledgements

The Directors thank the Company's Bankers and offcials of concerned GovernmentDepartments for their co-operation and continued support to the Company.

Management Discussion & Analysis

The Government of Andhra Pradesh has compulsorily acquired almost the entire Projectland and facilities of the Company under the Right to Fair Compensation and transparencyin Land Acquisition Rehabilitation and Resettlement Act 2013. In view of the above theManagement 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 ofthe Company.

F) Discussion on financial performance with respect to operational performance

During the year your Company has net profit of Rs. 80.93 lakhs on the gross turnover ofRs.130.05 lakhs. The Company is exploring various alternatives available for restructuringits business.

G) Material developments in human Resources/Industrial Relations front includingpeople employed:

There was no material developments in Human Resources / Indsutrial Relations front.

Form No. MGT – 9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2020

[Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014)

I. REGISTRATION AND OTHER DETAILS :

I) CIN : L05005TG1992PLC014678
II) Registration Date : 18th August 1992
III) Name of the Company : NCC Bluewater Products Limited
IV) Category/Sub-Category of the Company : Company Limited by Shares / Public Company
V) Address of Registered Office And contact details : NCC House Madhapur
Hyderabad – 500 081 Telangana;
Ph. No.040-23268888 Fax: 040-23125555
Email: investors@nccbpl.com
www.nccbpl.com
vi) Whether listed Company : YES
BSE Limited
Vii) Name Address and Contact details of Registrar and Transfer Agent if any : KFin Technologies Private Limited
Selenium Tower B Plot No 31 & 32
Gachibowli Financial District
Nanakramguda Serilingampally
Hyderabad – 500 032 Telangana
Phone: +91 040 67162222
Fax : +91 040 23001153
Email Id : einward.ris@kfintech.com
Website : www.kfintech.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

The Company had very limited operations during the Financial Year 2019-20.

III. PARTICUALRS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -

The Company has no Subsidiary & Associate Companies

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Shareholding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % change during the year
A. Promoters
(1) Indian
(a) Individuals / HUF 511600 13600 525200 6.77 562300 11100 573400 7.40 0.63
(b) Central Government - - - - - - - -
(c) State Government(s) - - - - - - - -
(d) Bodies Corporate 2210036 - 2210036 28.52 2210036 - 2210036 28.52 0.00
(e) Banks/FI - - - - - - - -
(f) Any Other
Sub - Total (A) (1):- 2721636 13600 2735236 35.29 2772336 11100 2783436 35.92 0.63
(2) Foreign - - - - - - - - -
(a) NRIs-Individuals - - - - - - - - -
(b) Other - Individuals - - - - - - - - -
(c) Bodies Corporates - - - - - - - - -
(d) Banks/FI - - - - - - - - -
(e) Any other - - - - - - - - -
Sub - Total (A) (2):- - - - - - - - - -
Total Shareholding of Promoter (A) = (A) (1)+(A)(2) 2721636 13600 2735236 35.29 2772336 11100 2783436 35.92 0.63
B. Public Shareholding - - - - - - - - -
1 Institutions - - - - - - - - -
(a) Mutual Funds - 76300 76300 0.98 - 76300 76300 0.98 0.00
(b) Banks / Financial - 600 600 0.01 - 600 600 0.01 0.00
Instructions
(c) Central Government - - - - - - - - -
(d) State Government(s) - - - - - - - - -
(e) Venture Capital Funds - - - - - - - - -
(f) Insurance Companies - - - - - - - - -
(g) FIIs - - - - - - - - -
(h) Foreign Venture - - - - - - - - -
Capital Funds
(i) Others (Specify) - - - - - - - - -
Sub - Total (B) (1):- - 76900 76900 0.99 - 76900 76900 0.99 0.00
2 Central Government / State Government / President of India - - - - - - - - -
3 Non-Institutions
a) Bodies Corp. - - - -
i) Indian 29513 120000 149513 1.93 9913 115000 124913 1.61 (0.32)
ii) Overseas (OCB) - - - - - - - -
b) Individuals
i) Individual Shareholders holding nominal share capital up to Rs.2 lakh. 225287 4283164 4508451 58.18 332796 4082755 4415551 56.98 (1.20)
ii) Individual Shareholders holding nominal share Capital in excess of Rs.2 lakh. 161500 108100 269600 3.48 322900 25900 348800 4.50 1.02
c) NBFCs Registered with RBI 10000 - 10000 0.13 - - - - (0.13)
d) Others (Specify)
i. Foreign bodies – DR - - - - - - - - -
ii. Non Resident Individuals 300 - 300 - - 300 300 - 0.00
iii. Trusts - - - - - - - -
iv. Clearing Members - - - - 100 - 100 - 0.00
Sub - Total (B) (2+3):- 426600 4511264 4937864 63.72 665709 4223955 4889664 63.08 (0.63)
Total B=B(1)+B(2)+B(3) 426600 4588164 5014764 64.71 665709 4300855 4966564 64.08 (0.63)
Total (A+B) 3148236 4601764 7750000 100 3438045 4311955 7750000 100 0.00
C. Shares held by Custodian for GDR & ADRs - - - - - - - -
Grand Total (A+B+C) 3148236 4601764 7750000 100 3438045 4311955 7750000 100 0.00

ii) Shareholding of Promoters/Promoters Group

Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total Shares No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total Shares % change in share holding during the year
1 M/s. A V S R Holdings Private Limited 2210036 28.52 0 2210036 28.52 0 0.00
2 V Uma Lakshmi 199400 2.57 0 199400 2.57 0 0.00
3 Alluri Gopala Satyanarayna Raju 205100 2.64 0 205100 2.64 0 0.00
4 Jampana Satyanarayana Raju 61100 0.79 0 61100 0.79 0 0.00
5 J Sridevi 20000 0.26 0 20000 0.26 0 0.00
6 Jampana Venkata Ranga Raju 16200 0.21 0 16200 0.21 0 0.00
7 Satyanarayanamma A V 15900 0.21 0 34400 0.45 0 0.24
8 Bharathi Alluri 5000 0.06 0 37200 0.48 0 0.42
9 J Rama Sita 2500 0.03 0 0 0.00 0 (0.03)
Total 2735236 35.29 2783436 35.92 0.63

(iii) Change in Promoters'/Promoters' Group Shareholding (please specify if there ischange)

Name of the Shareholder Shareholding at the beginning of the year Shareholding at the end of the year
No of Shares % of total shares of the Company Change in Shareholding Increase Decrease No of shares % of total shares of the Company
1 M/s. A V S R Holdings Private Limited 2210036 28.52 - - 2210036 28.52
2 V Uma Lakshmi Alluri Gopala 199400 205100 2.57 2.64 - - - - 199400 205100 2.57 2.64
3 Satyanarayna Raju
4 Jampana Satyanarayana Raju 61100 0.79 - - 61100 0.79
5 J Sridevi 20000 0.26 - - 20000 0.26
6 Jampana Venkata Ranga Raju 16200 0.21 - - 16200 0.21
7 Satyanarayanamma A V 15900 0.21 18500 - 34400 0.45
8 Bharathi Alluri 5000 0.06 32200 - 37200 0.48
9 J Rama Sita 2500 0.03 - 2500 0 0.00
Total 2752736 35.29 50700 2500 2783436 35.92

iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs)

Sl. No Name of the Shareholder

Shareholding at the beginning of the year

Change in Shareholding

Shareholding at the end of the year

No of Shares % of total shares of the Company Increase Decrease No of shares % of total shares of the Company
1 Meena Alluri 195800 2.53 42000 237800 3.07
2 Southern India Depository Services Private Limited 33800 0.44 - - 33800 0.44
3 Indian Bank Mutual Fund 28800 0.37 - - 28800 0.37
4 B Indira 25900 0.33 - - 25900 0.33
5 Nagarjuna Finance Limited 24900 0.32 - - 24900 0.32
6 V VIswanathan 24000 0.31 2500 - 26500 0.34
7 R Rajendra Varma 23900 0.31 - - 23900 0.31
8 Achyutarama Raju Pothuri 20000 0.26 - - 20000 0.26
9 A S Chinnaswamy Raju 18500 0.24 - - 18500 0.24
10 NCC Finance Limited 18500 0.24 - 18500 0 0.00

(v) Shareholding of Directors and Key managerial Personnel :

Name of the Director and KMP

Shareholding at the beginning of the year

Change in Shareholding (No. of Shares)

Shareholding at the end of the year

No of Shares % of total shares of the Company Increase Decrease No of shares % of total shares of the Company
Directors
1 Mr. J S N Raju 61100 0.79 - - 61100 0.79
2 Mr.G.Subba Rao 5000 0.06 - - 5000 0.06
3 Mr. U.Jayachandra - - - - - -
4 Mr. Y.D.Murthy - - - - - -
5 Mrs. Sri Raja Kalidindi Deepthi - - - - - -
KMPs
1 Mr. K Vidya Sagar 1400 0.02 - - 1400 0.02
2 Mrs.Rajkumari Chhablani -

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due forpayment : The Company does not have any debts or loans as of 31st March 2020.

VI. Remuneration of Directors and Kay Managerial Personnel

An amount of Rs.240000/- paid to Mrs. Rajkumari Chaablani Company Secretary for theperiod from 1st April 2019 to 31st March 2020.

VII. Penalties / Punishments / Compounding of offences

There were no Penalties Punishments or Compounding of offences during the F.Y. ended31st March 2020.

.