NCC Blue Water Products Ltd Directors Report.

To

The Members,

NCC BLUE WATER PRODUCTS LIMITED

Your Directors take pleasure in presenting the 26th Annual Report along with the Audited Financial Statements of the Company for financial year ended March, 31 2019. The financial summary and highlights are stated as under:

Financial Results (Rs. in Lakhs)
Particulars Year ended 31.03.2019 Year ended 31.03.2018
Gross Income 383.47 58.25
Profit/Loss before Depreciation and taxation 364.86 (46.22)
Depreciation 0 2.36
Provision for Tax (12.61) 11.97
Profit / Loss after tax 377.47 (36.61)
Paid-up equity share capital 775.00 775.00
Reserves excluding Revaluation Reserves (180.27) (557.74)

Dividend

In view of negative Networth of the Company due to losses su_ered in earlier years which are carried forward, the Board not recommended any dividend for the year ended 31-3-2019.

The State of the Companys Affairs

During the year, your Company has earned net profit of Rs. 377.47 lakhs on the gross turnover of Rs.383.47 lakhs. The Company is exploring various alternatives available for restructuring its business.

During the year under review the Company has received compensation from Government of Andhra Pradesh in respect of the structures and trees that are existing in the lands situated at Chandanada and Rajayyapeta Village, Nakkapalli Mandal, Visakhapatnam District belonging to the company which have been compulsorily acquired by the Govt.of Andhra Pradesh under the provisions of Right to Fair Compensation and transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 for establishing Petroleum, Chemical and Petrochemical Investment Region (PCPIR) Corridor.

Amounts Transferred to Reserve

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

Management Discussion and Analysis

Business Overview and Outlook and the state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the section relating to Management Discussion & Analysis.

Change in nature of business

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

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

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

Directors responsibility statement

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

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

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

(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company 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 company and that such internal financial controls are adequate and were operating effectively.

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

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES 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 or Technology Absorption and therefore the provisions relating to Conservation of Energy or Technology Absorption are not applicable. The Company did not have any foreign exchange earnings 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 with Companies (Meetings of Board and its Powers) Rules, 2014, the Company has not made any loans, guarantees, investments during the financial year ended 31st March, 2019.

Particulars of contract or arrangement with Related Parties

The Company not entered any related party transactions during the financial year 2018-19.

Directors and KMPs

Smt. Sri Raja Kalidindi Deepthi, Director (DIN: 01106956) retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible offers herself for re-appointment. During the year under review subject to approval of the members of the Company by way of Special Resolution in the ensuing Annual General Meeting, and based on recommendation of Nomination and Remuneration Committee, the Board has appointed Sri J S N Raju was reappointed as Wholetime Director of the Company for a period of 5 (Five) years with effect from 1st October, 2018.

Sri Y D Murthy (DIN-00031837), Dr.G.Subba Rao (DIN-01340994) and Sri U.Jayachandra (DIN-02428646) were appointed as Independent Directors at the Twenty First Annual General Meeting of the Company held on 29th September, 2014 for a period of Five years. Based on the recommendation of the Nomination and Remuneration Committee, their re-appointment for a second term of Five Years is proposed at the ensuing AGM for the approval of the Members of the Company by way of Special Resolution. The Independent Directors have submitted the declaration of independence, pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of 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 in accordance with the provisions of the Section 2(51) and 203 of the Companies Act, 2013. During year under review Sri S.Jogarao, Company Secretary expired on 8.9.2018 and Smt. Rajkumari Chhablani, a Member of the Institute of Company Secretaries of India was appointed as Company Secretary with effect from 1st December 2018. Sri K.Vidya Sagar appointed as Chief Financial Officer of the Company with effect from 20th May, 2019.

Meetings of Board of Directors

During the Financial year the Board has met 4th May, 2018, 25th May, 2018, 14th August, 2018, 29th September, 2018, 14th November, 2018, 1st December, 2018 and 13th February, 2019.

Familiarization Programme

The Company conducts Familiarization Programme for the Board Members and particularly for Independent Directors to enable them to be familiarized with the company, its management and its operations to gain a clear understanding of their roles, rights and responsibilities for enabling their contribution to the Company. Details of the familiarization 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 and Secretarial Standard-I issued by the Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company for the Financial Year 2018-19 was held on February 13, 2019.

Composition of Audit Committee

The Company has constituted the Audit Committee comprises of Dr. G Subba Rao, Chairman of 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. 25th May, 2018, 14th August, 2018, 14th November, 2018 and 13th February, 2019.

Composition of Nomination and Remuneration Committee

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

The Committee met two times during the Financial Year i.e. 25th May, 2018, 29th September, 2018 and 1st December, 2018.

Composition of Stakeholders Relationship Committee

The Company has constituted the Stakeholder Relationship Committee comprises of Sri Y D Murthy, (Chairman of the Committee), Dr. G Subba Rao and Sri U Jayachandra, as the members of the Committee. The Committee met four times during the Financial Year i.e. 25th May, 2018, 14th August, 2018, 14th November, 2018 and 13th February, 2019.

Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been posted 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 ended 31st March, 2019 is enclosed - Annexure -1 and forms part of the Directors Report.

STATEMENT OF PARTICULARS UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND AS PER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014

Your Company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is appended to this Report in this regard.

Corporate Governance

Pursuant to the Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from furnishing Corporate Governance Report.

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

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

Pursuant to provisions The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, annual performance evaluation of the Directors including Chairman, Board and its Committees viz., the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee has been carried out. The Nomination and Remuneration Committee reviews the said Performance Evaluation on annual basis. The Performance evaluation of Independent Directors was carried out by the entire Board of Directors without participation of the directors who are subject to the evaluation.

Compliance with Secretarial Standards

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

Corporate Social Responsibility Policy

Provisions of Section 135 of the Act relating to constitution of CSR Committee and CSR spending are not applicable to the Company.

Remuneration Policy

The Company has not paid any remuneration to its Directors.

The company was not required 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 has a continuous monitoring mechanism which enable the organization to maintain the standards of the control systems in taking corrective actions to timely basis.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 were appointed as Statutory Auditors of the Company for a term of Five years from the conclusion of the 24th Annual General Meeting till conclusion of 29th Annual General Meeting conducted the Statutory Audit for the FY – 2018-19.

The Independent Auditors Report to the Members of the Company in respect of the Financial Statements for the Financial Year ended March 31, 2019 for part of this Annual Report and do 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 appointed M/s. BS & Company, Company Secretaries LLP to conduct Secretarial Audit of the records and documents of the Company for the financial year 2018-2019. The Secretarial Audit Report for the Financial Year ended March 31, 2019 in Form No MR-3 is annexed to the Boards Report as Annexure - 2 and forms part of this Report. In regard to the qualifications made by the Secretarial Auditors in their report we further explain as follows: As the Company is not having any regular operations, the Company is managing with minimum man power. However, to meet the requirements of Companies Act, 2013, the company has appointed Mr.K.Vidya Sagar as Chief Financial Officer of the Company with effect from 20.05.2019.

The approval of the members is being obtained by way of Special Resolution for re-appointment of Sri J.S.N.Raju as Wholetime Director in the ensuing Annual General Meeting.

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) Rules 2014, as amended from time to time.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, currently not applicable as no Director or KMP is drawing remuneration from the Company except Smt.Rajkumari Chhablani, Company Secretary whose details are reported in MGT-9 annexed to this report. Further, there are no other employees on rolls of the Company.

Acknowledgements

The Directors thank the Companys Bankers and officials of concerned Government Departments for their co-operation and continued support to the Company.

By Order of the Board
For NCC Bluewater Products Limited
U. Jayachandra J S N Raju
Place: Hyderabad Director Whole Time Director
Date : 29-05-2019 DIN No.02428646 DIN No.02143715