To the Members of
NCC Bluewater Products Limited
Report on the Indian Accounting Standards (Ind AS) financial statements
Opinion
We have audited the accompanying Ind AS financial statements of NCC BLUE WATER
PROJECTS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st
March 2023, the Statement of Profit and Loss (including other comprehensive income) for
the year then ended, the Cash Flows and the Statement of Changes in Equity for the year
then ended and a summary of the significant accounting policies and other explanatory
information (hereinafter referred to as "the Ind AS financial statements").
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid financial statements give the information required by the
Companies Act, 2013 ("Act") in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standards prescribed under section 133 of
the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended,
("Ind AS)" and other accounting principles generally accepted in India, of the
state of affairs of the Company as at 31st March, 2023, the Profit ( including
Other Comprehensive Income), changes in equity and its cash flows for the year ended on
that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described in the Auditors
Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India together with the Ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Companies Act, 2013
and the Rules there under, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion
on the financial statements.
Material Uncertainty related to going concern
We draw your attention to Note No 22 of the financial statements regarding preparation
of financial statements on a going concern basis considering the circumstances stated in
the said note and pending crystallization of the companys 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 judgement, were of most
significance in our audit of the financial statements for the current period. These
matters were addressed in the context of the audit of the financial statements as a whole
and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Companies Act 2013, with respect to the preparation of these financial
statements that give a true and fair view of the financial position and financial
performance and the Cash Flows of the company in accordance with the Accounting Principles
generally accepted in India, including the Accounting Standards specified under section
133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgements and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness 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 material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Board of Directors is responsible for overseeing the Companys financial reporting
process.
Auditors Responsibility for the audit of financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and
maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in
order to design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Companies Act, 2013 we are also responsible for expressing our opinion on
whether the Company has adequate internal financial controls system in place and the
operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of managements use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the financial statements or, if such disclosure are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors
report. However, future events or conditions may cause the Company to cease to continue as
a going concern including the disclosures and whether the financial statements represent
the underlying transactions and events in a manner that achieves fair presentation.
• Evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
We also communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit and significant audit findings including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditors report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Independent Auditors Report) Order, 2020 ("the
Order") issued by the Central Government of India in terms of subsection (11) of
Section 143 of the Act, we give in the "Annexure A; a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive
income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this
Report are in agreement with the books of account.
d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian
Accounting Standards specified under Section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended read with Rule 7 of the Companies (
Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31st
March, 2023 taken on record by the Board of Directors, none of the directors are
disqualified as on 31st March, 2023 from being appointed as a director in terms
of Section 164 (2) of the Act.
f) The provisions of section 197 of the Act do not apply to the Company, hence
reporting under Section 143(3)(g) is not required.
g) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and 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 financial
position in its Ind AS financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund.
iv. The Management has represented that, to the best of its knowledge and belief, as
disclosed in Note No 31 to the Accounts, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person(s) or entity(ies), including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company
("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
v. The Management has represented, that, to the best of its knowledge and belief, as
disclosed in Note No 31A to the accounts, no funds have been received by the Company from
any person(s) or entity(ies), including foreign entities ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the Company shall,
directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries
vi. Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any
material mis-statement.
vii. The Company has not paid any dividend during the year.
|
For K.P. Rao & Co. |
|
Chartered Accountants |
|
Firm Reg. No. 003135S |
|
Mohan R Lavi |
|
Partner |
|
Membership No. 029340 |
|
UDIN: 23029340BGWHYZ5416 |
| Place: Bangalore |
|
| Date: 26 May 2023 |
|
ANNEXURE - A TO THE INDEPENDENT AUDITORS REPORT
The Annexure referred to in Independent Auditors Report to the members of the Company
on the financial statements for the year ended 31st March 2023, we report that:
(i) (A) (a) The company does not have any Property, Plant and Equipment. Accordingly
Paragraphs 3(i)(a) and 3(i)(b) are not applicable to the Company.
(B) The Company does not have any Intangible Assets.
b) The title deeds of the immovable properties held by the Company are in the name of
the Company and are in the nature of Investment Property.
c) According to the information and explanations given to us, no proceedings have been
initiated or are pending against the company for holding any benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) (a) The Company does not have any inventory.
Accordingly Paragraph 3(ii) is not applicable to the Company.
(b) the company has not been sanctioned working capital limits in excess of five crore
rupees, in aggregate, from banks or financial institutions on the basis of security of
current assets at any point of time during the year. Hence reporting under Para 3(ii)(b)
is not applicable.
(iii) The company has not made investments in, provided any guarantee or security or
granted any loans or advances in the nature of loans, secured or unsecured, to companies,
firms Limited Liability Partnerships or any other parties during the year, hence
provisions under Para 3(iii) are not applicable to the company.
(iv) The Company has not given loans, investments, guarantees and securities during the
year. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.
(v) According to the information and explanations given to us, the Company has not
accepted deposits from the public.
(vi) According to the information and explanations given to us, the Central Government
has not prescribed maintenance of cost records under sub-section (1) of section 148 of the
Companies Act, 2013 for any of the services rendered by the Company. Accordingly,
paragraph 3(vi) of the Order is not applicable to the Company.
(vii) (a) Since the company has had no operations, clause vii) is not applicable to the
Company.
(viii) According to the information and explanations given to us, there are no
transactions not recorded in the books of accounts that were surrendered or disclosed as
income during the year. Hence, reporting under Para 3(viii) is not applicable to the
Company.
(ix) (a) According to the information and explanations given to us, the company has not
defaulted in repayment of dues to banks, financial institutions and debenture holders.
(b) According to the information and explanations given to us, the company is not a
declared wilful defaulter by any bank or financial institution or other lender.
(c) The company does not have any term loans, hence the provisions of Para 3(ix)(c) are
not applicable to the company.
(d) The Company has no activities and hence the provisions of paragraph (ix) are not
applicable to the Company.
(e) According to the information and explanations given to us and procedures performed
by us, the company has not taken any funds from any entity or person on account of or to
meet the obligations of its subsidiaries, associates or joint ventures.
(f) According to the information and explanations given to us and procedures performed
by us, the company has not raised any loans during the year on the pledge of securities
held in its subsidiaries, joint ventures, or associate companies.
(x) (a) The Company did not raise any money by way of initial public offer or further
public offer (including debt instruments) and term loans during the year. Accordingly,
paragraph 3 (ix)(a) of the Order is not applicable.
(b) The Company has not made any preferential allotment or private placement of shares
or convertible debentures (fully, partially, or optionally convertible) during the year.
Accordingly, paragraph 3 (ix)(b) of the Order is not applicable.
(xi) (a) According to the information and explanations given to us, no material fraud
by the company or on the Company by its officers or employees has been noticed or reported
during the course of our audit.
(b) We have not filed any report under sub-section (12) of section 143 of the Companies
Act in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules,
2014 with the Central Government.
(c) As represented to us by the Management, there are no whistle-blower complaints
received by the company during the year.
(xii) The company is not a Nidhi Company and therefore the provisions of Para 3(xii) of
the Companies (Auditors Report), 2020 are not applicable.
(xiii) According to the information and explanations given to us and based on our
examination of the records of the Company, transactions with the related parties are in
compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the
details have been disclosed in the Financial Statements etc., as required by the
applicable accounting standards.
(xiv) The provisions regarding Internal Audit are not applicable to the Company.
(xv) According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not entered into any noncash
transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of
the Order is not applicable.
(xvi) (a) The company is not required to be registered under section 45-IA of the
Reserve Bank of India Act, 1934.
(b) According to the information and explanations given to us, the company has not
conducted any Non-Banking Financing or Housing Finance activities during the year.
(c) The company is not a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank of India. Accordingly the provisions of Para 3(xvi)(c) are not
applicable to the company.
(d) As per the information and explanations given to us, there are no Core Investment
Companies as part of the Group. Accordingly the provisions of Para 3(xvi)(d) is not
applicable to the company
(xvii) The company has not incurred Cash Losses during the year.
(xviii) There has been no resignation of the statutory auditors during the year and
accordingly this clause is not applicable.
(xix) Since the company has no liabilities and activities, the provisions of paragraph
(xix) are not applicable to the Company.
(xx) The provisions regarding Corporate Social Responsibility are not applicable to the
Company.
|
For K.P.Rao & Co. |
|
Chartered Accountant |
|
Firm Reg. No. 003135S |
|
Mohan R Lavi |
|
Partner |
|
Membership No. 029340 |
|
UDIN: 23029340BGWHYZ5416 |
| Place: Bangalore |
|
| Date: 26 May 2023 |
|
+91-9892691696
