DIRECTORS' REPORT To The Members, NCC BLUEWATER PRODUCTS LIMITED Your Directors present the 22nd Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31,2015. DIVIDEND As the profits earned by the company are not sufficient, your Board regrets for its inability to recommend dividend for the year ended 31.03.2015. REVIEW OF OPERATIONS: During the year your Company has earned a gross income of Rs. 25.37 lakhs towards lease of land. The Company is exploring various alternatives available for restructuring its business. 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 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 DISCLOSURES: PARTICUALRS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : The Company has no Subsidiary & Associate Companies PUBLIC DEPOSITS: 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 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 if loans, guarantee 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, 2015. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES The Company has not entered into any related party transactions during the financial year 2014-15. DIRECTORS: Sri J S N Raju, Director retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible offers himself for reappointment. 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. Meetings of Board of Directors During the Financial year the Board has met four times i.e. on 29th May, 11th August, 13th November, 2014 and 12th February, 2015. COMPOSITION OF AUDIT COMMITTEE The Company has constituted the Audit Committee compriting of Sri G Subba Rao, Chairman of the Committee, Sri U Jayachandra and Sri Y D Murthy, as Members of the Committee. Vigil Mechanisam Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under 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 ). Risk Management The Company has established Enterprise Risk Management process, with the objective of maximizing shareholders' value Extract of Annual Return The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2015 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 been suitably 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 has appointed M/s. BS & Co, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company The Secretarial Audit Report for the Financial Year ended 31st March, 2015 in Form No MR-3 is annexed to the Directors Report as Annexure - 2 and forms part of this Report. As the operations carried on by the Company were very limited and as the Company is facing tight liquidity position in spite of the efforts put in the Company was not able to attract suitable professionals for the position of CFO & Company Secretary and in view of the same was not able to complied with the applicable provisions of the Companies Act, 2013 with regard to appointment of KMPs. The Company was engaged the services of the outside professionals for ensuring compliance of the applicable provisions of the Companies Act, 2013, the Listing Agreement and other applicable laws. The Company is in the process of finding a suitable person to comply with the provisions of the Companies Act, 2013 in regard to appointment of at least one Woman Director on the Board of the Company. CORPORATE GOVERNANCE: In pursuance of clause 49 of the Listing Agreement entered into with the Stock Exchange, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report. AUDITORS: The Auditors of your Company, M/s M Bhaskara Rao & Co. retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment as auditors of the Company to hold office if reappoinment at the Annual General Meeting. ACKNOWLEDGEMENTS: Your Directors wish to place on record their sincere appreciation and gratitude to the Company's Bankers and Shareholders of the company and look forward for the same in greater measure. For and on behalf of the Board J S N Raju Wholetime Director (DIN No. 02143715) U Jaya Chandra Director (DIN No. 02428646) Date: 29-05-2015 Place : Hyderabad |