Nicco Parks & Resorts Ltd

to the Members of Nicco Parks & Resorts Limited

To the Shareholders

We have audited the Balance Sheet of NICCO PARKS & RESORTS LIMITED as at31st March, 2011 and the related Profit and Loss Account for the six month ended on thatdate annexed thereto. These financial statements are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on these financial statementsbased on our audit.

We conducted our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material mis-statement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

As required by the Companies (Auditors' Report) Order, 2003 issued by the CentralGovernment of India in terms of subsection (4A) of section 227 of the Companies Act, 1956,we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 ofthe said order.

Further to our comments in the Annexure referred to above, we report that:

i) We have obtained all the information and explanation, which to the best of ourknowledge and belief were necessary for the purpose of our audit.

ii) In our opinion, proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are inagreement with the Books of Account.

iv) In our Opinion, the Balance Sheet and Profit and Loss Account dealt with by thisreport comply with the applicable accounting standards referred to in sub-section (3C) ofsection 211 of the Companies Act, 1956.

v) On the basis of written representations received from the directors as on 31stMarch, 2011 and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on 31st March, 2011 from being appointed as a director interms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

We report that in our opinion and to the best of our information and according to theexplanations given to us, the said accounts read with Notes thereon give the informationrequired by the Companies Act, 1956, in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India;

a) In the case of Balance Sheet, of the state of affairs of the Company as at 31stMarch, 2011 and

b) In the case of Profit and Loss Account, of the profit of the company for the sixmonth ended on that date;

c) In the case of Cash Flow Statements, of the cash flows for the six month ended onthat date.

Annexure to the Auditors' Report

(Referred to in paragraph 3 of our report of even date)

As required by the Companies (Auditors' Report) Order 2003(as amended), we report that:

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets;

(b) The fixed assets were physically verified during the year by the management, thefrequency of which in our opinion is reasonable. According to the information andexplanations given to us, no material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) In respect of its inventories:

(a) As explained to us, inventories were physically verified during the year by themanagement at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, theprocedures of physical verification of inventories followed by the Management werereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) In our opinion and according to the information and explanations given to us, theCompany has maintained proper records of its inventories and no material discrepancieswere noticed on physical verification.

(iii) (a) The Company has not granted any loans secured or unsecured to the Companies,firms or other parties covered in the register maintained under section 301 of theCompanies Act, 1956. Accordingly the provisions of clause iii

(b), (c) and (d) of the order are not applicable to the company.

(b) The Company has not taken any loans secured or unsecured from companies, firms orother parties covered in the register maintained under section 301 of the Companies Act,1956. Accordingly the provisions of clause 3(iii)(e), (f) and (g) of the Order is notapplicable to the Company.

(iv) In our opinion and according to the information and explanations given to us,there is an adequate internal control system commensurate with the size of the Company andthe nature of its business for the purchase of inventory and fixed assets and for the saleof goods and services. There is no continuing failure to correct major weakness in theinternal control system.

(v) In respect of transactions entered in the register maintained in pursuance ofsection 301 of the Companies Act, 1956;

(a) To the best of our knowledge and belief and according to the information andexplanations given to us, transactions that needed to be entered into the register havebeen so entered.

(b) According to the information and explanations given to us, the transactions havebeen entered into during financial year at prices, which are reasonable having regard toprevailing market prices, at the relevant time.

(vi) The Company has not accepted any deposit from public within the meaning ofSections 58A and 58AA or any other relevant provisions of the Companies Act, 1956.Accordingly clause vi (b) of the Order is not applicable.

(vii) The company has an internal audit system commensurate with its size and nature ofits business.

(viii) The company is not involved in any manufacturing activities and thus theprovisions of clause 4 (viii) of the Order is not applicable to the company.

(ix) According to the information and explanations given to us in respect of Statutoryand other dues:

(a) The Company has generally been regular in depositing undisputed statutory dues,including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax,Service Tax, Custom Duty, Excise Duty &, Cess and any other statutory dues applicableto it with the appropriate authorities during the year. There are no undisputed statutorydues unpaid for a period of six months from the date they become payable.

Regarding deposit to Investor Education and Protection Fund the Company had, vide itsletter dated 30th January, 2009, had advised the banker to issue pay order in favour ofDepartment of Company Affairs, Kolkata for the total amount lying in the "DividendAccount". But that was not given effect to by the banker. As a consequence the unpaiddividend for the years 2000-0i & 200i-02 totalling Rs 281,550/- could not betransferred to Investor Education & Protection Fund. The Company had filed a writpetition bearing no. WP 8950 of 2010 with High Court, Calcutta praying, inter alia, todirect the banker to transfer the amount to Investor Education and Protection Fund . Thecase is pending. Subsequent to that the unpaid dividend for the year 2002-03 amounting toRs i17,840/- lying with the same banker has also become due for such transfer.

(b) There are no dues of Income tax /Sales tax/ Wealth tax/Service tax/CustomDuty/Excise duty/Cess which have not been deposited on account of any dispute.

(x) The Company does not have accumulated losses as at the end of the year and theCompany has not incurred cash losses during the current financial year.

(xi) The Company has not defaulted in repayment of dues to any financial institutions,banks and debenture holders.

(xii) According to the information and explanations given to us, the Company has notgranted loans or advances on the basis of security by way of pledge of shares, debenturesand other securities.

(xiii) In our opinion, the nature of activities of the company is such that theprovisions of any special statute including chit fund/nidhi/mutual benefit fund/societiesare not applicable to it.

f(xiv) The Company is not in the business of trading in shares.

(xv) According to the information and explanations given to us, the Company has notgiven any guarantee for loans taken by others from banks or financial institutions.

(xvi) To the best of our knowledge and belief and according to the information andexplanations given to us, term loans availed by the Company were, prima facie, applied bythe Company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us, on an overall basis,funds raised on short term basis have, prima facie, has not been used during the year forlong term investment.

(xviii) The Company has not any preferential allotment of shares to parties andcompanies covered in the Register maintained under Section 301 of the Companies Act, 1956,during the year at par.

(xix) The company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year and hencethe question of disclosure and verification of end use of such money does not arise.

(xxi) During the course of our examination of the books and records of the Company,carried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us, we have neither come across anyinstance of fraud on or by the Company, noticed or reported during the year, nor have webeen informed of such case by the management.