NCC BLUEWATER PRODUCTS LIMITED
Your Directors present the 24th Annual Report of your Company along with the AuditedStatement of Accounts for the year ended March 31 2017.
|Financial Results || ||(Rs. in Lakhs) |
|Particulars ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Gross Income ||3584.38 ||57.66 |
|Profit/Loss before Depreciation and taxation ||786.45 ||42.54 |
|Depreciation ||3.64 ||4.74 |
|Provision for Tax ||95.21 ||0.37 |
|Profit / Loss after tax ||687.60 ||38.18 |
|Add balance of loss brought forward from previous year ||(1233.93) ||(1272.11) |
|Balance of Loss carried forward ||(546.33) ||(1233.93) |
|Paid-up equity share capital ||775.00 ||775.00 |
|Reserves excluding Revaluation Reserves ||25.00 ||25.00 |
Review of Operations
The company has during the year continued its business in a limited manner by leasingout its facilities and earning rentals on such leased-out hatcheries and ponds. As you areaware the Government of Andhra Pradesh had identified certain areas of land locatedbetween Visakhapatnam and Kakinada for establishing the Petroleum Chemical andPetrochemical Investment Region (PCPIR Corridor). Out of the total extent of 271.24 Acresof land owned by the Company 201.03 Acres of land was notified for compulsory acquisition.During the year under review major portion of the land was compulsorily acquired andsubstantial portion of the compensation was received. The compensation amount receivedfrom the Government was primarily utilised for repaying the amounts due to NCC Limitedwho had earlier paid the OTS amount to the Consortium of Banks who have funded theIntegrated Aqua Project set up by the Company. The Company is exploring the variousalternatives available for restructuring its operations.
Material changes and commitments affecting the financial posting of the Company.
There are no Material Changes and Commitments affecting the financial posting of theCompany which occurred 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
Particulars of Holding Subsidiary and Associate Companies
The Company has no Holding Subsidiary & Associate Companies.
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 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 2017 .
Particulars of contract or arrangement with Related Parties
The Company not entered into any related party transactions during the financial year2016-17.
Smt. Raja Kalidindi Deepthi Director retires by rotation at the conclusion of theforthcoming Annual General Meeting and being eligible offers herself for reappointment.
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
During the Financial year the Board has met 6 (six) times on 30th May 2016 1st June2016 1st July 2016 14th September 2016 14th November 2016 14th February 2017.
Composition of 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.
Key Managerial Personnel
Sri J S N Raju Whole Director Smt. T.Vamsi Latha are key Managerial Personnel of theCompany in accordance with the provisions of the Section2(51) 203 of the Companies Act2013.
Composition of Nomination and Remuneration Committee
The Company has constituted the Nomination and Remuneration Committee comprises of SriU Jayachandra Chairman of the Committee Sri G Subba Rao and Sri Y D Murthy Members ofthe Committee.
Composition of Stakeholders Relationship Committee
The Company has constituted the Stakeholders Relationship Committee comprises of Sri YD Murthy Chairman of the Committee Dr.G Subba Rao and U Jayachandra Members of theCommittee.
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 2017 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 2017 in Form No MR-3 is annexed to the Directors Report as Annexure- 2 and forms part of this Report. The Company had very limited operations during theyear 2016-17. The Company is in the process of restructuring its business.
Pursuant to the Regulation 15 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has exempted from furnishing CorporateGovernance Report. Evaluation of performance of the Board Members of the Board and theCommittees of the Board of Directors. The Nomination and Remuneration Committee has laiddown criteria for performance evaluation of Directors Board level Committees and theBoard as a whole and also the evaluation 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) Act 2013. The Company has not received any complaints underthe policy.
Statutory Auditors and their report
The term of the existing Statutory Auditors of the Company viz. M/s. M. Bhaskara Rao& Co. Chartered Accountants (Firm Registration No. 000459S) will conclude at the endof 24th Annual General Meeting being held of 27th September 2017. Subject to the approvalof the members of the Company at the forth coming Annual General Meeting the Auditcommittee of the board proposed to appoint M/s. K P Rao & Co. Chartered Accountants(Registration No. 003135S) as the Statutory Auditors of the Company for a term of _veyears i.e. from the conclusion of the 24th Annual General Meeting until the conclusion ofthe 29th Annual General Meeting of the Company to be held in the Year 2022 on such termsof remuneration as may be mutually discussed and agreed between the Statutory Auditors andthe Board/ Members of the Company. The appointment of the said Statutory auditors for theF.Y. 2018-19 to F.Y. 2021-22 if approved by the members of the Company at the forthcomingAGM is subject to their ratification at the Annual General Meetings to be held for FY2017-18 to 2020-21. The Company has received from the proposed Statutory Auditors thenecessary declarations / disclosures u/s 139 141 of the Companies Act 2013 red with therules framed there under and also a confirmation that their firm has been subjected toPeer Review Process of the Institute of Chartered Accountants of India and holds a validcertificate issue by the Peer Review board of the ICAI.
The Independent Auditors' Report to the Members of the Company on the FinancialStatements for the Financial Year ended March 31 2017 does not contain anyqualification(s) or adverse observations.
The Board places on record its sincere appreciation of the services rendered by M/s. M.Bhaskara Rao & Co. Chartered Accountants during their tenure as the StatutoryAuditors of the Company.
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.
The reserves and surplus changed due profit earned by the Company on transfer of landto Government of Andhra Pradesh under Compulsory acquisition 1894 for establishingPetroleum Chemical and Petrochemical Investment Region (PCPIR) Corridor.
Corporate Social Responsibility Policy
For the Financial Year 2016-17 the provisions of Section 135 of the Act are notapplicable .
At present the Directors of the Company are not paid any remuneration.
Details of Adequacy of Internal Financial Controls
The Company is well equipped with adequate internal financial controls. The Company hasa continuous monitoring mechanism which enables the organization to maintain the standardsof the control systems in taking corrective actions on timely basis.
Significant & Material orders passed by the Regulators
No significant and material orders were passed during the year by the regulators
Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014
No remuneration is paid to Managerial Personnel of the Company except Payment to theCompany Secretary
The Directors thank the Company's Bankers and officials of concerned GovernmentDepartments for their co-operation and continued support to the Company.
The Directors also take this opportunity to express their appreciation for thededicated services of the Employees of the Company and also thank the Members for theconfidence they have reposed in the Board and the Management.
For and on behalf of the Board
|Place : Hyderabad ||J S N Raju ||U Jaya Chandra |
|Date: 30-05-2017 ||Wholetime Director ||Director |
| ||(DIN No. 02143715) ||(DIN No. 02428646) |