Nicco Corporation Ltd Directors Report.

AUDITORS

to the Members of Nicco Corporation Limited

1. Report on the Financial Statements

We have audited the accompanying financial statements of NICCO CORPORATION LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control 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.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

d. Except for the possible effects of the matter described in the basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in subsection (3C) of section 211 of the Act.

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

For G. BASU & CO.

Chartered Accountants

R. No :- 301174E

S. LAHIRI

Partner

Membership No. 051717

BASU HOUSE

3, Chowringhee Approach,

Kolkata-700 072

Dated, the 10th day of May, 2013

ANNEXURE TO THE AUDITORS’ REPORT

(As referred to in para 1 of the said report of even date)

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets in respect of all its locations.

2. The fixed assets have been physically verified by the Management at all locations at reasonable intervals. No material discrepancies between book records and the physical inventories have been noticed on such verification.

3. Fixed Assets disposed of during the year has not been substantial enough to affect the going concern of the Company.

4. The inventories have been physically verified at reasonable intervals by the management.

5. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

6. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

7. The Company has not granted any Loans secured or unsecured to any Company, Firm and Other party covered in the register maintained in pursuance to section 301 of the Act 1956.

8. The Company has not obtained any loan, secured or unsecured, from any company, firm, other party covered in the register maintained under section 301 of the Act.

9. 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 and the nature of its business for purchase of inventory and fixed assets and on the sale of goods and services. During the course of our audit no major weakness has been noticed in the internal control system. We have not observed any failure on the part of the Company to correct major weakness in internal control system.

10. (a) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of Companies Act, 1956 have been so entered.

(b) According to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

11. In our opinion and according to information and explanations given to us the Company has complied with the provisions of section 58A, and 58AA or any other relevant provision of Act and rules framed there under. No order has been passed against the Company by Company Law Board or National Company Law Tribunal or any court or any other tribunal or RBI. 12. In our opinion the Company has an internal audit system commensurate with the size of the Company and nature of its business.

13. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under section 209(i)(d) of the Companies Act, 1956 in respect of products of the Company covered under the rules under said section have been maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

14. (a) According to information and explanations given to us the Company is depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it. There has been no arrear of outstanding statutory dues on these accounts which have been outstanding for more than six months on the date of balance sheet from the date they became payable.

(b) Contingent dues on account of Sales Tax / Income Tax / Excise Duty / Entry Tax disputed by the Company and not being paid, vis--vis forums where such disputes are pending are mentioned below :

Nature of the Statute Nature of Due Amount Forum where dispute is pending
(Rs./Lacs)
Sales Tax Sales Tax 192.00 Cuttack High Court
301.87 Additional Commissioner of Commercial Taxex – Cuttack
26.28 Tribunal Sales Tax
446.71 Commissioner of Commercial Taxes – Baroda
Central Excise Central Excise 0.24 Calcutta High Court
697.61 Asst. Commissioner of Central Excise
264.15 Asst. Commissioner of Central Excise – Baripada
Income Tax Income Tax 27.59 Cuttack High Court
Service Tax Service Tax 85.88 Commissioner of Service Taxes – Kolkata
13.52 Commissioner of Service Taxes – Cuttack

There has been no contingent dues on account of wealth tax, custom duty, cess or other statutory dues which have not been paid on account of dispute.

15. Accumulated loss of the Company exceeds its net worth. The Company has sustained cash loss during the year and in the preceding year.

16. The Company has defaulted in repayment of loan to Banks and financial institutions as referred to in Schedule No. 3 and 6 to the Balance Sheet.

17. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities. However loans granted to employees are generally secured by mortgage / hypothecation of assets for which adequate records / documents are maintained.

18. The Company has maintained proper records of transaction of Shares, Debentures and other investments dealt in by it and timely entries have been made therein. Investments are held in Company’s own name except for those pending transfer in Company’s name.

19. The Company has not given any guarantee for loan taken by Company from bank and terms and conditions thereon are not prima-facie prejudicial to the interest of the Company.

20. During the year the Company has not taken any fresh term loan.

21. According to information and explanations given to us no short term fund has been raised which has been used for long term investment during the year.

22. The Company has not made preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

23. The Company has created necessary security duly charged against Debentures issued / renewed.

24. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

25. Other clauses of the order are not applicable to the Company.

For G. BASU & CO.

Chartered Accountants

R. No :- 301174E

S. LAHIRI

Partner

Membership No. 051717

BASU HOUSE

3, Chowringhee Approach,

Kolkata-700 072

Dated, the 10th day of May, 2013

AUDITORS’ REPORT

to the Board of Directors of Nicco Corporation Limited

We have audited the quarterly financial results of Nicco Corporation Limited for the period ended 31st March 2013 attached herewith, being submitted by the company pursuant to the requirement of clause 41 of the Listing Agreement. These financial results have been prepared on the basis of the interim financial statements, which are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial results based on our audit of such interim financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard (AS) 25, Interim Financial Reporting, issued pursuant to the Companies (Accounting Standards) Rules, 2006 as per section 211 (3C) of the Companies Act, 1956 and other accounting principles generally accepted in India.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement (s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.

Attention is invited to footnote - 5 (a) of financial result on pending redemption of preference shares.

In our opinion and to the best of our information and according to the explanations given to us, subject to recognition of Deferred Tax asset despite reference of the company to BIFR, these quarterly financial results as well as the year to date results:

(i) are presented in accordance with the requirements of clause 41 of the Listing Agreement in this regard; and

(ii) give a true and fair view of the net loss and other financial information for the period from 1st April 2012 to 31st March 2013.

Further, we also report that we have, on the basis of the books of account and other records and information and explanations given to us by the management, also verified the number of shares as well as percentage of shareholdings in respect of aggregate amount of public shareholdings, as furnished by the company in terms of clause 35 of the Listing Agreement and found the same to be correct.

For G. BASU & CO.

Chartered Accountants

R. No :- 301174E

S. LAHIRI

Partner

Membership No. 051717

BASU HOUSE

3, Chowringhee Approach,

Kolkata-700 072

Dated, the 12th day of August, 2013