contents · nicco house, 2 hare street, kolkata-700 001 phone no.: (033) 6628 5000 fax no. : (033)...

ContentsPage

1. Notice 4

2. Directors’ Report 11

3. Auditors’ Report 29

4. Balance Sheet 34

5. Profit & Loss Account 35

6. Cash Flow Statement 36

7. Significant Accounting Policies & Notes to Accounts 49

NICCO

30th ANNUAL GENERAL MEETINGDate : 24th September, 2013Day : TuesdayTime : 11.00 a.m.Place : ‘‘Williamson Magor Hall’’ of

The Bengal Chamber ofCommerce & Industry6, Netaji Subhas Road,Kolkata 700 001

NICCO CORPORATION LIMITED

BOARD OF DIRECTORSMr Rajive Kaul ChairmanMr Udayan Ray Managing Director & CFO.Dr Tridibesh MukherjeeMr Narottam DasMr Prabir ChakravartiMr Sujit PoddarMr Sanjoy BhattacharyaMs Pallavi Priyadarshini KaulMr Shiv Siddhant Narayan KaulDr Dilip Kumar DattaMr Niraj Kela (TDB nominated)

GENERAL MANAGER & CO. SECRETARYMr Indranil Mitra

BOARD COMMITTEESAudit CommitteeMr Narottam Das ChairmanMr Prabir Chakravarti MemberMr Sujit Poddar MemberMr Indranil Mitra Secretary

Compensation & Remuneration CommitteeMr Narottam Das ChairmanMr Prabir Chakravarti MemberMr Sujit Poddar Member

Share Transfer CommitteeMr Rajive Kaul ChairmanMr Udayan Ray MemberMr Sanjoy Bhattacharya MemberMs Pallavi Priyadarshini Kaul MemberMr Shiv Siddhant Narayan Kaul Member

Shareholders’ Grievances CommitteeMr Narottam Das ChairmanMr Udayan Ray MemberMr Sanjoy Bhattacharya MemberMs Pallavi Priyadarshini Kaul MemberMr Shiv Siddhant Narayan Kaul Member

CORPORATE INFORMATION

AUDITORSMessrs G Basu & Co.,Chartered Accountants, Kolkata

SOLICITORSMessrs Khaitan & Co., Kolkata

BANKERSAllahabad BankCanara BankCentral Bank of IndiaState Bank of IndiaState Bank of Bikaner & JaipurState Bank of TravancoreUCO Bank

REGISTERED OFFICENicco House,2 Hare Street, Kolkata-700 001Phone No.: (033) 6628 5000Fax No. : (033) 2230 9443

WORKS1. Shamnagar, 24-Parganas (North), West Bengal2. Baripada Dist. Mayurbhanj, Orissa

NICCO


2

NAMES & ADDRESSES OF THE STOCKEXCHANGES WHERE THE SHARES OF THECOMPANY ARE LISTED AND WHETHERLISTING FEES PAID.(Pursuant to Clause 49 of the Listing Agreement)

National Stock Exchange of India Ltd.,Exchange Plaza, 5th FloorPlot No. C/1, G BlockBandra-Kurla ComplexBandra (E)Mumbai-400 051e-mail : [email protected]

The Company has already paid Annual Listing Fees for the year 2013-14 to the above mentioned Stock Exchange.

WEBSITE :

www.niccogroup.com

E-mail Id for Investors :

[email protected]

REGISTRARS & SHARETRANSFER AGENTSM/s R & D Infotech Pvt. Ltd.1st Floor, 7A Beltala RoadKolkata-700 026Phone No : (033) 2419-2641/2E-mail Id : [email protected] [email protected]

NICCONICCO CORPORATION LIMITED

3

Notice of the Annual General Meeting to the Members

NOTICE is hereby given that the 30th Annual General Meeting of the Members of Nicco Corporation Limited will be held on Tuesday,the 24th September, 2013 at 11.00 a.m. at the “Williamson Magor Hall” of The Bengal Chamber of Commerce & Industry, 6 NetajiSubhas Road, Kolkata 700 001, to transact the following business :

ORDINARY BUSINESS :

1. To consider and adopt the Audited Profit & Loss Account of the Company for the year ended on 31st March, 2013, the BalanceSheet as on that date and the Directors’ Report and the Auditors’ Report thereon.

2. To appoint a Director in place of Mr Udayan Ray who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Dr Dilip Kumar Datta who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr Sujit Poddar who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint a Director in place of Mr Shiv Siddhant Narayan Kaul who retires by rotation and being eligible, offers himself forre-appointment.

6. To appoint M/s G Basu & Company, Chartered Accountants, as Auditors of the Company to hold office from the conclusionof this Meeting until the conclusion of the next Annual General Meeting of the Company and to authorise the Board of Directorsto fix their remuneration.

SPECIAL BUSINESS :

7. To consider and, if thought fit, to pass with or without modification, the following Resolution as a SPECIAL RESOLUTION :

“RESOLVED that pursuant to the provisions of Section 31 and other applicable provisions, if any, of the Companies Act, 1956,the Articles of Association of the Company be and are hereby amended in the manner set out below :

The following new Article be incorporated after Article 10 with marginal note ‘Buy-Back of Shares’ :

Buy-Back of Shares

10A. Subject to and in full compliance of the requirements of Section 77A, 77A, 77B and any otherapplicable provisions of the Companies Act, 1956 or corresponding provisions of any re-enactmentthereof and any Rules and Regulations that may be prescribed by the Central Government, theSecurities and Exchange Board of India (SEBI) or any other appropriate authority in this regard,the Company, in a General Meeting may, upon the recommendation of the Board, at any time andfrom time to time, by a Special Resolution authorise buy-back of any part of the share capital ofthe Company fully paid-up on that date.”

The Article No. 163(15) of the Articles of Association be altered as under :

To invest moneys

163(15). Subject to provisions of Sections 292, 293(1)(c), 295 and 372A of the Act and Articles 162(c) and163(1)(d) to invest and deal with any moneys of the company not immediately required for thepurpose thereof, upon such security (not being shares of this Company), or without security andin such manner as the Directors may think fit, and from time to time to vary or realise suchinvestments. Provided that save as permitted by Section 49 of the Act, all investments shall bemade and held in the company’s own name.”

The Article No. 164(1)(i) & (j) of the Articles of Association be altered as under :

Registers, Books and Documents

164 (1) The Company shall keep and maintain Registers, Books and Documents as required by theAct or these Articles, including the following namely,.................................................

(i) Register of loans made by the company to companies under the same management asrequired by Section 372A of the Act.

(j) Register of Investments made by the Company in Shares or Debentures of any other bodiescorporate in the same group as required by Section 372A of the Act."

The following Articles 47, 47(a) & (b) of the Articles of Association be deleted :

Transfer by WBIDC or NICCO

47 : Subject to the provisions thereinafter appearing, if WBIDC or NICCO and or its associatesand nominees desire to transfer or dispose off their respective shareholdings or any part orportion thereof in the share capital of the Company, then the party proposing to dispose offshall first offer in writing such share/s to the other party an option to purchase the same atsuch price as determined by either.

(a) A fair valuation etc. as per clause 3(ii) of joint sectors agreement.

(b) Subject to the provisions hereinafter appearing, the shares held by members other thanWBIDC or NICCO and/or its associated nominees shall be freely transferred."

NICCO


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Article 165 of the Articles of Association be altered as under :

Power to appoint Managing Director

165. Subject to the provisions of Section 197A, 198, 267, 268, 269, 309, 310, 311, 314, 316 and 317and other applicable provisions of the Act, the Directors may from time to time appoint one or moremembers / members of their Board to be a Managing Director of the Company for such term notexceeding five years at a time and subject to such conditions as they may think fit."

Article 166 of the Articles of Association be altered as under :

What provisions he shall be subject to

166. Subject to the provisions of the Act and of these Articles, the Managing Directors shall not, whilehe / they continue to hold the office be subject to retirement by rotation under Article 138 but he/ they shall subject to the provisions of any contract between him / them and the Company besubject to the same provisions as to resignation and removal as the other Directors of the Companyand he / they shall ipso facto and immediately cease to be Managing Director if he / they cease/sto hold the office of Director from any cause."

“RESOLVED FURTHER that the Board be and is hereby authorised to do and perform all such acts, deeds, matters andthings as may be considered necessary, usual or expedient to give effect to this resolution.”

8. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

“Resolved that pursuant to section 81(1A) and other applicable provisions, if any, of the Companies Act 1956, the Regulationsfor Preferential Issues contained in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations 2009 (”SEBI ICDR Regulations"), the provisions of the Listing Agreement entered into by the Company with theStock Exchange where the Equity Shares of the Company are listed, and in accordance with the Corporate Debt Restructuring(CDR) Package as approved by the CDR Cell set up by the Reserve Bank of India and subject to such other approvals,permissions, sanctions and consents of any such authority that may be required and subject to such conditions andmodifications as any such authority may prescribe or impose at the time of granting its approval, consent, permission and/orsanction and which may be agreed to by the Board of Directors of the Company (“the Board”, which expression shall includeany committee thereof constituted by the Board), the consent of the Company be and is hereby accorded to issue and allot,by way of Preferential allotment, upto an aggregate amount of Rs 1,20,00,000/- of 60,00,000 Equity shares of Rs. 2/- each(in accordance with CDR approval) for cash at par of the Company (hereinafter referred to as “New Equity Shares”) onpreferential basis to Nicco Restructuring Employees’ Trust Fund towards Equity contribution from the Employees of NiccoCorporation Ltd. @ 10% of their salary upto a maximum of Rs 1,20,00,000/- in such manner and upon such terms and conditionsas may be determined by the Board in its absolute discretion in accordance with the applicable SEBI ICDR Regulations."

“Resolved further that

(a) The Relevant Date for the determination of the applicable price for the New Equity Shares shall be in accordance withthe SEBI ICDR Regulations/CDR Approval.

(b) The New Equity Shares shall rank pari passu in all respects with the existing Equity Shares of the Company.

(c) For the purpose of giving effect to the above resolution, the Board be and is hereby authorised to do all necessary thingsand acts as may be necessary and expedient and settle any matter that may arise in connection therewith.

(d) The Board be and is hereby authorised to delegate all or any of the power(s) herein conferred, by the resolution, to anyCommittee of Directors or any one or more Directors or the Company Secretary or other Officer/s of the Company, togive effect to this resolution.

(e) In order to give effect to this resolution, the Board or any Committee which the Board might appoint, be and is herebyfurther authorised, on behalf of the Company, to do all such acts, deeds, matters and things as the Committee/Boardmay, in its absolute discretion, consider necessary, expedient, usual, proper or incidental and to settle any question andremove any difficulty or doubt that may arise from time to time in relation to the offer, Preferential Issue and allotment ofthe New Equity Shares, including (without limitation) to decide and approve the terms and conditions of the issue of theNew Equity Shares, to vary, modify or alter any of the terms and conditions, including the Relevant Date, Issue Price andsize of allotment, utilisation of the Issue proceeds etc., as it may deem expedient, subject to the provisions of the CompaniesAct, 1956, the rules/regulations/guidelines issued by the Government of India/RBI/SEBI, without being required to seekany further consent or approval of the Members of the Company in General Meeting or otherwise to the end and intentthat Members shall be deemed to have given their approval thereto, expressly by the authority of this resolution."

Registered Office:

NICCO HOUSE2 Hare StreetKolkata 700 001

By Order of the BoardNICCO CORPORATION LIMITED

Dated, the 12th August, 2013INDRANIL MITRA

General Manager & Company Secretary


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NOTES

1. A Member entitled to attend and vote at the Meeting is entitled to appoint a Proxy to attend and vote on a poll insteadof himself and the Proxy need not be a member of the Company.

2. Proxies in order to be effective must be received by the Company, not less than 48 hours before the commencementof the Meeting.

3. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, the 14th September,2013 to Tuesday, the 24th September, 2013 (both days inclusive).

4. Members are requested to produce the enclosed Attendance Slip, duly signed as per the specimen signature recorded withthe Company/Depository Participant for admission to the Meeting Hall.

5. Members, who hold shares in the de-materialised form are requested to bring their Client ID and DP ID Numbers for easieridentification of attendance at the Meeting.

6. A Member desirous of getting any information on the Accounts or operations of the Company, is requested to forward his/herqueries to the Company at least seven working days prior to the Meeting, so that the required information can be made availableat the Meeting.

7. Members holding shares in physical form are requested to notify immediately any change in their address including Pin Codeand Bank particulars to the Company or its Registrar & Share Transfer Agent and in case their shares are held in dematerialisedform, this information should be passed on directly to their respective Depository Participants and not to the Company/Registrar& STA, without any delay.

8. In all correspondence with the Company, Members are requested to quote their account/folio numbers and in case their sharesare held in the dematerialised form, they are requested to quote their DP ID and Client ID Numbers.

9. Members holding shares in physical form can now avail the facility of nomination in respect of shares held by them pursuantto the amendment in the Companies Act, 1956. Members desiring to avail this facility may send their Nomination Form dulyfilled in, to the Company or its Registrar & Share Transfer Agent by quoting their respective Folio Numbers.

10. Information u/s 205A read with the Companies Unpaid Dividend (Transfer to General Revenue Account of the CentralGovernment) Rules, 1978 as amended is given below :(i) Pursuant to section 205 of the Companies Act, 1956, all unclaimed/unpaid dividends upto the Financial Year ended on

31st March, 1994 have been transferred to the General Revenue Account of the Central Government. Shareholders, whohave not yet encashed their dividend warrants for the said period are requested to forward their claims in Form No. IIprescribed under the Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules,1978 to the Office of the Registrar of Companies, West Bengal, 234/4, A J C Bose Road, Kolkata 700 020.

(ii) Consequent upon amendment in section 205A of the Companies Act, 1956 and introduction of section 205C by theCompanies (Amendment) Act, 1999 the amount of dividend for the subsequent years remaining unpaid or unclaimed fora period of seven years from the date of transfer to the Unpaid Dividend Account of the Company shall be transferredto the Investor Education and Protection Fund (IEPF) set up by the Government of India. In compliance with the saidprovisions of the Act, all Unclaimed Dividends pertaining to the Financial Year ended on and from 31st March, 1995 to31st December, 1998 have already been transferred to IEPF and no payments shall be made in respect of any suchclaims by the Fund.

11. Members who are holding Shares in identical order of name in more than one folio are requested to send to the Companyor its RTA the details of such folios together with the Share Certificates for consolidating their holding into one folio. The ShareCertificates will be returned to the Members after making requisite change thereon.

12. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) byevery participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants withwhom they are maintaining their demat Accounts. Members holding shares in physical form can submit their PAN details tothe Company/Registrar and Share Transfer Agents.

13. The Ministry of Corporate Affairs has taken a ’Green Initiative in Corporate Governance’ by allowing paperless compliancesby the Companies and has issued circulars stating that service of Notice/documents including Annual Report can be sent bye-mail to its members. Therefore, members who have not registered their e-mail addresses, so far, are requested to registertheir e-mail address, in respect of electronic holdings, with the Depository through their concerned Depository Participants.Members who holds Shares in physical form are requested to register their e-mail ids with the Registrar and Share TransferAgents.

14. In terms of Circular No. CIR/CFD/DIL/7/2011 dated 5th October, 2011 and in line with the Green Initiative of Ministry of CorporateAffairs vide their Circular dated 29th April, 2011, the abridged Balance Sheet of the Company for the year ended on 31stMarch, 2013 will be circulated to the Members of the Company. Shareholders will be entitled to be furnished, free of cost, with a copy of the Balance Sheet of the Company and all otherdocuments required by law to be attached thereto including the Statement of Profit & Loss and Auditors’ Report, upon receiptof the requisition from the Shareholders, any time as a Member of the Company. These documents will also be available onthe Company’s Website www.niccogroup.com for download by the Shareholders. The physical copies of the Annual Reportwill also be available at the Company’s Registered Office in Kolkata for inspection during 3.00 p.m. to 4.00 p.m. on any workingday upto 23rd September, 2013.

15. An Explanatory Statement as required under Section 173(2) of the Companies Act, 1956 in relation to the Special Businessof the Meeting is annexed hereto and forms part of this Notice.

NICCO


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ANNEXURE TO NOTICE

EXPLANATORY STATEMENTEXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 173(2)

OF THE COMPANIES ACT, 1956

ITEM NO. 7 — Amendment of the Articles of Association of the Company :

Your Company was originally incorporated on 31st May, 1983 in the name of Telelink Nicco Limited. Subsequently, in terms ofSection 21 of the Companies Act, 1956, the name of Telelink Nicco Ltd. had been changed to Nicco Corporation Ltd. and theRegistrar of Companies, West Bengal had issued a Certificate of Incorporation for change of name of Nicco Corporation Ltd. witheffect from 10th May, 1993.

Certain clauses of the Articles of Association of the Company were required to be amended since the time of change of name.

Certain clauses contained in the present Articles of Association have become irrelevant in the present context of working of theCompany. Moreover, the Companies Act have also undergone amendments from time to time.

Your Directors recommend to amend/alter and delete some clauses and incorporate certain new clauses in the Articles ofAssociation in accordance with the regulations contained in Table “A” under the first schedule of the Companies Act, 1956.

Members are therefore required to accord their approval to the Special Resolution No. 7 set out in the Notice.

A copy of the existing Memorandum & Articles of Association of the Company along with a Draft of the amendments proposedthereto will be available for inspection at the Registered office of the Company during 3.00 pm to 4.00 pm on any working dayupto 23rd September, 2013.

None of the Directors of the Company in any way are concerned or interested in the said resolution.

ITEM NO. 8 — Allotment of Equity Shares to Nicco Restructuring Employees’ Trust Fund :

As a part of the Corporate Debt Restructuring of the Company, the Company envisaged Equity Contribution from the Employeesof Nicco Corporation Limited @ 10% of salary upto a maximum aggregate amount of Rs 5.00 crores to be infused.

Out of the above amount of Rs 5.00 crores, Equity Shares upto an aggregate amount of Rs 3.80 crores have already been issuedand allotted and the balance amount of Rs. 1.20 crores is proposed to be allotted as per restructuring package of CDR.

The Employees have already contributed towards Shares Subscription, upto an aggregate amount of Rs 5.00 crores (Rupees fivecrores only).

It is proposed to issue further 60,00,000 Equity shares of Rs. 2/- each at par aggregating to Rs. 1,20,00,000/- to the NiccoRestructuring Employees’ Trust Fund (NRETF) in accordance with the terms of the Restructuring plan as already approved byCorporate Debt Restructuring (CDR) Cell.

Pursuant to our application to BIFR and also coupled with drop in sensex, the share price of Nicco Corporation Ltd. has droppedbelow Rs. 1.50 each.

As per the provisions of section 81(1A) of the Companies Act, 1956, further shares may be offered by the Company to any personin any manner whatsoever, if a resolution to that effect is passed by the Company in General Meeting.

The present resolution is proposed to be passed in order to enable the Company to issue the said shares subject to such approvals,consents, permissions and/or sanctions of any authority that may be required and subject to such conditions and modifications asany such authority may prescribe or impose at the time of granting its approval, consent, permission and/or sanction which maybe agreed to by the Board of Directors. The said Equity Shares proposed to be issued shall be subject to the Memorandum &Articles of Association of the Company. Such shares shall rank pari passu with the existing shares of the Company in all respects.

Disclosures required pursuant to chapter VII of the SEBI ICDR Regulations :

(a) The Objects of the Preferential Issues :To augment the long term financial resources of the Company in accordance with Corporate Debt Restructuring (CDR) packageas approved by the CDR Cell.

(b) The proposal of the promoters, directors or key menagement personnel of the issuer to subscribe to the offer :The offer is to be made to Nicco Restructuring Employees’ Trust Fund (NRETF) and none of the Promoters, Directors andKey Management Personnel will subscribe to the offer and acquire further shares in the Company on a preferential basis,pursuant to the resolution.

(c) The Shareholding Pattern of the Company before and after the Preferential Issue :

Catetory Pre-issueEquity holding(No. of Shares)

Percentage Post-issueEquity holding(No. of Shares)

Percentage

A. Shareholding of Promoter and Promoter Group (A)— Others 2,17,94,428 17.31 2,17,94,428 16.52


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— NRETF 1,77,73,915 14.12 2,37,73,915 18.03Sub-Total 3,95,68,343 31.43 4,55,68,343 34.55

B. Public Shareholding (B)(1) Institutions

(a) Mutual Funds / UTI 12,321 0.01 12,321 0.01(b) Financial Institutions / Banks 14,48,587 1.16 14,48,587 1.10(c) Central Govt / State Govt(s) 0 0 0 0(d) Insurance Companies 11,59,674 0.92 11,59,674 0.89(e) FIIs 1,761 0 1,761 0

Sub-Total (B1) 26,32,343 2.09 26,32,343 2.00(2) Non-Institutions

(a) Bodies Corporate 4,65,17,232 36.95 4,65,17,232 35.27(b) Individuals

(i) Individual Shareholders holding NominalShare Capital up to Rs 1 lakh 2,30,83,800 18.34 2,30,83,800 17.50

(ii) Individual Shareholders holding NominalShare Capital in excess of Rs 1 lakh 1,17,34,577 9.32 1,17,34,577 8.90

(c) NRIs 5,11,187 0.41 5,11,187 0.39(d) OCBs 18,30,000 1.46 18,30,000 1.39

Sub-Total (B2) 8,36,76,796 66.48 8,36,76,796 63.45Total Pubic Shareholding [B = B1+B2] 8,63,09,139 68.57 8,63,09,139 65.45Grand total (A + B) 12,58,77,482 100.00 13,18,77,482 100.00

Shareholding as on 30th June, 2013.(d) The time within which the Preferential Issue shall be completed :

The allotment of Equity Shares would be completed within the time prescribed under the SEBI ICDR Regulations.(e) The identity of the proposed allottees, the percentage of the pre and post preferential issue capital that may be held

by them and change in control, if any, of the issuer consequent to the Prefrential Issue :Category Pre-issue Equity

holding (No. ofShares)

Percentage Post-issue Equity holding(No. of Shares)

Percentage

Nicco Restructuring Employees’ TrustFund (NRETF) 1,77,73,915 14.12 2,37,73,915 18.03

(f) The Company undertakes that it shall comply with clause (f) of Regulation 73(1) of SEBI ICDR Regulations, where itis required to do so viz. clause (f) the Company shall re-compute the price of the specified securities in terms of theprovisions of the ICDR Regulations where it is required to do so.

(g) The Company undertakes that it shall comply with the Provisions of clause (g) of Regulation 73(1) of SEBI ICDRRegulations, where it is required to do so viz. clause (g) the Company undertakes that if the amount payable on accountof re-computation of price is not paid within the time stipulated in ICDR Regulations, the specified Securities shallcontinue to be locked-in until such amount is paid by the allottees.In accordance with the SEBI Preferential Issue guidelines, the New Equity Shares to be allotted to NRETF shall be subjectto a lock in of one year from the date of their allotment by the Board/Committee of Directors.

The Statutory Auditors of the Company, M/s G. Basu & Co. have certified that the issue of New Equity Shares is being madein accordance with the requirements of SEBI ICDR Regulations. The Auditor’s Certificate as required under paragraph 13.5of SEBI ICDR Regulations will be available for inspection at the Registered Office of the Company during 3:00 pm to 4:00 pmon any working day upto 23rd September, 2013. The Auditor’s Certificate will also be displayed on the website of theCompany–www.niccogroup.com.

The Board of Directors believes that the proposed Preferential Issue is in the best interest of the Company and its Members.The Special Resolution set out in the Notice may be considered accordingly and the Board of Directors recommends the samefor your approval.Mr Rajive Kaul, Mr Udayan Ray and Mr Sanjoy Bhattacharya, Directors of the Company are interested in the resolution tothe extent of their proportionate beneficial entitlement to the sale proceeds of the Equity Shares which shall be allotted. Furthermore, Mr Rajive Kaul, Mr Udayan Ray, Ms Pallavi Priyadarshini Kaul and Mr Shiv Siddhant Narayan Kaul are amongst theTrustees of NRETF. Apart from the above Directors, none of the Directors are in any way concerned or interested in theresolution.

Registered Office:

NICCO HOUSE2 Hare StreetKolkata 700 001

By Order of the BoardNICCO CORPORATION LIMITED

Dated, the 12th August, 2013INDRANIL MITRA

General Manager & Company Secretary

NICCO


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ANNEXURE – ‘A’

Details of Directors seeking appointment/re-appointment at the ensuing Annual General Meeting(In pursuance of Clause 49 IV(G) of the Listing Agreement)

Name of the Director Mr Udayan Ray Dr Dilip Kumar Datta

Date of Birth 01.06.1945 07.09.1945

Date of appointment 30.07.2003 31.01.2011

Expertise in specific functional areas Extensive experience in Finance,Treasury, Taxation, Operations andHuman Resources Management

Specialised in assessing TechnoEconomic Viability of various Projects andundertakes such assignments on behalfof various Banks and Financial Institutionsin India & abroad.

Qualifications Post Graduate in Commerce, F.I.C.W.A. M. Tech (Chemical Engineering), MBA(Finance) and Ph.D. (BusinessManagement)

List of other Companies in whichDirectorships held

1.2.3.4.5.

Nicco Engineering Services Ltd.Nicco Biotech Ltd. NE Cables Ltd. Nicco Cables Ltd.Nicco Ventures Ltd.

1.2.

The Ganges Manufacturing Co. Ltd.Sayantan Consultants (P) Ltd.

Memberships/Chairmanships ofCommittees of Directors of theCompany

Shareholders’ Grievances Committee –Member

NIL

Memberships/Chairmanships ofCommittees of Directors of otherCompanies

1. Nicco Engineering Services Ltd.Audit Committee – Member

The Ganges Manufacturing & Co. Ltd.a) Management Committee – Memberb) Audit Committee – Member

Shareholding of Non-ExecutiveDirectors as stated in Clause 49(IV)(E)(v)

N.A. NIL

Name of the Director Mr Sujit Poddar Mr Shiv Siddhant Narayan Kaul

Date of Birth 02.07.1947 24.10.1977

Date of appointment 31.05.2006 31.10.2007

Expertise in specific functional areas Industrial Relations Management, experience in Finance, USTreasuries and in Asset LiabilityManagement

Qualifications B.A., LLB MSE, Operations Research and FinancialEngineering from Princeton University,Princeton, NJ and Bachelor of Arts,Economics and Computer Science fromCollege of Wooster, Wooster, OH.

List of other Companies in whichDirectorships held

1.2.3.4.5.6.7.8.9.10.11.

Choicest Enterprise Ltd.Globsyn Technologies Ltd. Infinity Infotech Park Ltd.Luxmi Township Ltd.Luxmi Tea Co. Ltd.Nicco Parks & Resorts Ltd.Bhagirathi Greenfield Pvt. Ltd.Omex Trexim (P) Ltd.PKD Projects Private Ltd.Sombit Commercial (P) Ltd.Space Solution Pvt. Ltd.

1.2.

Nicco Engineering Service Ltd.Nicco Financial Services Ltd.


9

Memberships/Chairmanships ofCommittees of Directors of theCompany

1.2.

Audit Committee – MemberCompensation & RemunerationCommittee – Member

Shareholders’ Grievances Committee –Member

Memberships/Chairmanships ofCommittees of Directors of otherCompanies

1.a)b)

2.a)b)3.a)

Nicco Parks & Resorts Ltd.Audit Committee – MemberCompensation & RemunerationCommittee – Member Globsyn Technologies Ltd. Audit Committee – Chairman Remuneration Committee – Member Infinity Infotech Parks Ltd. Audit Committee – Member

NIL

Shareholding of Non-ExecutiveDirectors as stated in Clause 49(IV)(E)(v)

NIL NIL

NICCO


10

DIRECTORS’ REPORT TO THE MEMBERS For the year ended on 31st March, 2013

Your Directors present herewith their Report together with the Audited Accounts of your Company for the year ended 31st March2013.

A. FINANCIAL RESULTS & APPROPRIATIONS (Rs. Lakhs)

2012-13Gross Turnover : 26952Gross Profit/(Loss) for the year : 2566Less: Depreciation : 640Profit/Loss after depreciation : 1926Less : Finance cost : 4429

Profit/(Loss) before Tax : (2503)

The performance of Cables Division of your Company in particular Shyamnagar unit, had improved and the operating profitbefore Interest, Depreciation and Tax of Cables Division had registered an increase over 4% during the financial year. Theperformance of Project Division suffered serious setback due to lack of order as it is difficult to meet the qualification criteriain most tenders due to your Company’s negative net worth. The division thus suffered due to its inability to participate in mostpublic tenders of PSUs and Government bodies. Your Company had moved a Miscellaneous Application (MA) with BIFR forformation of a Joint Venture Company with Project business between NCL and Oriental Manufacturers Private Limited (OMPL)with a stake-holding of 10% and 90% respectively. BIFR on hearing of the MA directed your Company to come up with thetotal Draft Rehabilitation Scheme (DRS) package instead of piecemeal proposals. Your Company thereafter moved an appealwith AAIFR, since time was considered as the essence for such strategic alliance. AAIFR hearing is still pending. As a resultof all these factors your Company suffered losses of Rs. 2503 lacs during the year under review. The working capital positioncontinued to remain short and critical throughout the year. The situation had further worsened due to continuous repaymentof loans as per the CDR scheme. Owing to the high debt burden, finance cost had further increased. The interest cost wasthe major element of cost and had off-set the savings achieved in operations and other fixed cost. The major challenge inthe current year would be to restrict further increase in finance cost though this would be difficult until BIFR approves theDRS.

In response to the application filed before BIFR, your Company had been declared sick by the order dated 7th September2011 and Allahabad Bank has been appointed as the Operating Agency (OA) for your Company to work out the DRS packagefor submission to BIFR. In the joint lenders meeting held on 5th September 2012 Ernst & Young (E&Y) was appointed tostudy the viability and assist OA and the Company to prepare a DRS Package. E&Y submitted their report along with theDRS. The lenders are now discussing the DRS package proposed by E&Y.

B. DIVIDEND

In view of the loss suffered by the Company and the accumulated losses of the previous years, your Directors cannotrecommend any dividend on Preference or Equity Shares.

C. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the listing Agreement with the Stock Exchange is enclosedin Annexure A.

D. FINANCE

The working capital position remained critical throughout the year as a result the overall financial result was not satisfactory.The operations suffered for want of funds. In view of the prevailing critical fund position the management of your Companyinitiated a few actions viz (i) to focus on high contribution products and (ii) to emphasise on reduction of operation cycle.Unfortunately the working capital gap was too large. The management actions yielded some results to contain the operationalloss to the present level. Further delay in the decision of hiving off of Project Division by BIFR compelled your Company tosuccumb to a higher loss compared to the last year. The working capital position in the current year would be far more criticaldue to the past losses. It is therefore necessary to get the DRS approved by BIFR and implemented at the earliest and yourCompany’s management is striving in this direction.

The installment payments for Preference Shares of WBIDC and TDB had fallen due. Due to inability to pay the installment,your Company submitted restructuring proposal to WBIDC and TDB, which is yet to be approved. However these issues arebeing addressed in the DRS. As per approval of BIFR, 5,50,000 of Preference Shares of Rs.100 each and 72,00,080 EquityShares of Rs.10 each of Nicco Biotech Limited, a subsidiary of NCL had been sold in the current year. The proceeds amountingto Rs.11.94 crore have been kept in a ‘no lien deposit account’ with Allahabad Bank. The disbursement of the said moneywould be done as per the direction of BIFR. Out of the fresh funds mobilized by issue of Equity Shares to Nicco RestructuringEmployees Trust Fund (NRETF), the Company as per CDR scheme expended some funds for much needed CapitalExpenditure. Additional capex requirements and source of funding have been considered in DRS prepared by E&Y.

During the year your Company has issued and allotted 1,10,00,000 Equity Shares of Rs 2/- each for cash at par aggregatingto Rs 2,20,00,000/- to NRETF in accordance with the CDR Approval.


11

E. FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the period under review, as such there are no outstanding of overduedeposits as on 31 st March, 2013.

F. SUBSIDIARY

Your Company sold off its holding in the subsidiary Company, Nicco Biotech Ltd. Subsequent to sale of shares of Nicco BiotechLimited, your Company has no subsidiary as on 31st March, 2013 as such attachment of accounts of subsidiary Companyas required under Section 212 of the Companies Act, 1956 does not arise.

G. ENERGY CONSERVATION

The details relating to energy conservation requirements of section 217(1)(e) of the Companies Act, 1956 are not applicable.

H. RESEARCH AND DEVELOPMENT

Details in regard to Research and Development are shown in Annexure B.

I. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign exchange earnings and outgo are shown in Annexure B.

J. CORPORATE GOVERNANCE

Your Company has strictly observed the principles of good Corporate Governance through accountability and transparency.

A separate report on Corporate Governance as prescribed in the Listing Agreement of the relevant Stock Exchange formspart of the Annual Report 2012-13 along with the Auditors’ statement on its compliance (Annexure C).

K. TOTAL QUALITY AND ENVIRONMENT MANAGEMENT

Your Company’s factories at Shamnagar and Baripada are accredited to Quality Management System (QMS) under ISO 9001:2008 and Environment Management System (EMS) under ISO 14001:2004. Both the systems continue to be maintained throughperiodic Internal Audit by a team of trained Internal Auditors and by Re-Certification/Surveillance Audits conducted by IndianRegister of Quality Systems (IRQS).

L. FUTURE PROSPECTS

Your Directors are confident that through DRS a suitable revival restructuring scheme would be worked out for the revival ofthe Company under the auspices of BIFR.

M. DIRECTORS

Mr Udayan Ray, Dr Dilip Kamar Datta, Mr Sujit Poddar and Mr Shiv Siddhant Narayan Kaul retire by rotation at the forthcomingAnnual General Meeting and being eligible, offer themselves for re-appointment.

A brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areasand names of Companies in which they hold Directorships and Memberships/Chairmanships of Board/Committees, as stipulatedunder clause 49(IV)(G) of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the 30th AnnualGeneral Meeting of the Company.

N. EXPORTS

During the year under review there had been no export.

O DIRECTORS’ RESPONSIBILITY PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Your Directors confirm :

1. that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

2. that your Directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the year ended 31st March, 2013 and of the profit of the Company for that period;

3. that your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; and

4. that your Directors have prepared the Annual Accounts on a going concern basis.

P. PARTICULARS OF EMPLOYEES

Your Company did not employ any person whose particulars are required to be attached to this Report under Section 217(2A)of the Companies Act, 1956.

NICCO


12

Q. TEAM OF SENIOR MANAGEMENT PERSONNEL

Apart from Managing Director, the Team of Management Personnel of the Company include Mr S K Pal, Executive Director,Mr V R Moza, President (Marketing), Mr A K Ghosh, President (Operations), Mr Kartick Chatterjee, Sr. Vice President (CorporateAffairs & Legal), Mr Prasanta Pandit, Associate Vice President (Finance & Accounts) and Mr Indranil Mitra, General Manager& Company Secretary who are to be reckoned as Managerial Personnel/Officer within the meaning of Clause 49 of the ListingAgreement, SEBI (Prohibition of Insider Trading) Regulations, i992 and Section 2(30) of the Companies Act, 1956.

R. AUDITORS

The Statutory Auditors of your Company M/s G Basu & Co., Chartered Accountants, retire at the forthcoming Annual GeneralMeeting and, being eligible, offer themselves for re-appointment. Your Directors recommend the re-appointment of M/s G Basu& Co., as Statutory Auditors of the Company and their remuneration needs to be fixed.

S. AUDITORS’ REPORT

The Comments made by the Auditors in their report have been duly explained in the attached Notes to Accounts and hencedo not need to be dealt with here.

T. COST AUDITORS

Pursant to the directives of the Central Government under the provisions of section 233B of the Companies Act, 1956, M/sS Roy Choudhury & Co., Cost Accountants, have been appointed to conduct Cost Audits relating to cables manufactured bythe Company.

U. ACKNOWLEDGEMENTS

Your Directors wish to record their sincere appreciation of the efforts put in by all the employees and their commitment duringthe year. Your Directors also take this opportunity to acknowledge the cooperation and assistance of Banks, FinancialInstitutions, Technology Development Board, the Government of India, the Government of West Bengal and the CDR Cell,BIFR. Finally, your Directors owe their gratitude to all the Shareholders and Debenture Holders for their continued support tothe Company.

On behalf of the Board of Directors

Place : KolkataDated, the 12th day of August, 2013

RAJIVE KAULChairman

UDAYAN RAYManaging Director


13

ANNEXURE — A

MANAGEMENT DISCUSSION AND ANALYSIS

A. Industry Structure & Development

Power Cables Division :

The Energy Cables sector registered hardly any growth in 2012-13. The margins continued to remain under pressure due toreduced demand and over-capacity in the industry. Both Medium Voltage and Low Voltage Power Cables are predominantlydependant on growth in Distribution Sector of Power Utilities and overall Infrastructure development and both these sectorshave not grown as compared to the projection at the National level. The Cable Division is therefore concentrating on specialcables segment which offers slightly better margins and also offers reasonable growth potential.There has been tremendous pressure on collections due to tight monetary position in the market in general and our customersin particular.

Project Division

The Project Division executes on a turn-key basis multidisciplinary engineering projects. It has established itself as anEngineering, Procurement and Construction (EPC) contractor of repute in the Country. The Division also provides EngineeringConsultancy Services. The target industries are Oil & Gas, Petrochemicals, Refineries, Nuclear Power, Ferrous and Non-Ferrousand Chemical Industries. The opening order book of the division was at an all time low and major fresh orders could not besecured due to the negative net-worth of the Company. A JV agreement had already been signed to spin off the Divisionsubject to approval of BIFR/AAIFR

Segment-wise Performance

Power Cables Division:

The Cables Division registered a gross sales turnover of Rs. 257 crore against last year’s turnover of Rs. 268 crore. Due tostringent working capital position the Division focussed on the business with higher margins with a view to ensure marginallybetter operating results during the year. The major focus for operation had been on Speciality Cables at Shyamnagar Worksand Electrical Contract division.

Project Division

The Division registered a turnover of approximately Rs. 13 crore (Rs. 40 crore previous year). The performance of the Divisionsuffered due to substantial shortage of working capital and inability to book orders as enumerated above.

B. Business Strategy


The Division will continue to focus on achieving internal efficiency to reduce cost of production. The focus on R&D would alsocontinue in developing new products for both existing markets as also for new markets. Efforts would be made to increasethe volume of Speciality Cables especially in the segments of Railways, Ship Wiring, Wind Energy, Defence, Material Handlingand Electrical Contracts.

Project Division

The main focus is to obtain the approvals from BIFR/AAIFR at the earliest for the proposed spin off, into a JV Company withNicco retaining a minor shareholding.

C. Risks and Concerns


The concerns are availability of working capital, fluctuations in price and availability of raw material. Collections on due datesfrom customers is also very difficult. Internal plans have to be constantly worked out to partially mitigate the concerns.

Project Division :

Owing to the working capital crisis and low margins it is important to obtain approval of BIFR/AAIFR at the earliest for spinningoff the Division to JV.

D. Internal Control Systems and their Adequacy

Internal Control procedures viz. authorizations and approvals of transactions are well laid down with a view to efficient usageand protection of Company’s resources as also to ensure strict adherence to statutory compliances requirements. ExternalChartered Accountant firms conduct Internal Audits at specified intervals. The Audit Committee of the Board reviews the InternalAudit Reports with Management observations along with action taken reports on earlier decisions. The Statutory Audit Reportsare also placed before the Audit Committee. The actions as deemed necessary are suggested. The Audit Committee monitorsthe performance, efficacy in resource utilization and the statutory compliances. The Audit Committee’s observations andrecommendations are reported to the Board of Directors. In addition, the Risk Register is maintained and periodic riskassessments are carried out. Moreover both the Audit Committee and the Board conduct reviews of the actions arising fromthe said Risk Analysis.

NICCO


14

E. Human Resource Management

The Major focus has been to build a cohesive team for effectively implementing the desired objectives of your Company. Witha view to keep the morale high, the performance of the employees is measured through an internal appraisal system andproviding systematic feedback.As a commitment to the revival process of the Company, all the employees including whole-time Directors have contributedat the rate of 10% of salary as per CDR scheme 2009 totalling to approx Rs. 4.61 crore towards fresh equity of the Companytill March 2013.The long term agreement for 5 years has been signed with the Unions at Shyamnagar unit.

F. Financial and Operational Performance

The Cable Division has earned an OPBIDT of Rs. 2972 lacs (Rs. 2629 lacs in 2011-12). The improvement has been achievedby introducing a series of measures, viz. reduction of operating cycle, cost reduction, etc., coupled with a large high contributionorder. The activity level of Cables has also registered improvement. The Project Division has suffered setback for reasonsmentioned in earlier sections. The working capital position has remained critical due to the losses suffered in the past andinstalment payment towards repayment of loan as per CDR scheme. The efficiency enhancement measures undertaken bythe Company would continue in the current year to achieve further improvement.

G. Outlook

The most important necessity for the Company is to obtain approval for the DRS under BIFR. The working capital situation will remaincritical in the current year. With the continued thrust in improving the operational efficiencies and the financial parameters, theDirectors are endeavouring to achieve better financial performance in the current financial year.

H. Cautionary Statement

Statements in the Management Discussion and Analysis Report in regard to projections, estimates and expectations have beenmade in good faith. Many unforeseen factors may come into play and affect the actual results, which could be different fromwhat the Directors envisage in terms of future performance and outlook.

Raw material availability and its prices, demand and pricing in the Company’s markets, changes in government regulations,economic developments in India, shortage of working capital and other incidental factors could make a difference to theCompany’s operations. Industry information contained in this Report, have been based on information gathered from variouspublished and unpublished reports and their accuracy, reliability and completeness cannot be assured.


15

ANNEXURE — B

ANNEXURE TO THE REPORT OF THE DIRECTORS

Information under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report ofBoard of Directors) Rules, 1988.

1. RESEARCH AND DEVELOPMENT

The R&D Centre of your Company has been focussing on development of products and cost effective compounds forSpecialised Cables and Electron Beam Irradiated Cables. The Company has successfully developed certain sophisticatedSpecial Cables for Indian Navy.

2. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

The Company has absorbed the updated polymer technology for development of newer compounds.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO

Year 2012-13

(Rs. Lacs)

Export (including deemed exports) —

Other Foreign Exchange Earnings —

Foreign Exchange Outgo —

Import of Materials 708.93

Travelling & Others 5.05

Technical Design Nil


Place : KolkataDated, the 12th day of August, 2013

RAJIVE KAULChairman


NICCO


16

ANNEXURE — C

REPORT ON CORPORATE GOVERNANCE (Pursuant to Clause 49 of the Listing Agreement)

Company’s policies on the Corporate Governance and due compliance report on specific areas wherever applicable for theyear ended on 31st March, 2013, are given hereunder divided into the following areas :

Company’s philosophy on Corporate GovernanceNicco believes in good Corporate Governance as an essence of achieving long term Corporate goals and enhancement ofvalues. Your Company’s business objective is to manufacture and market its products and services in such a way that catersto exigency of values sustained in long term perspective for all its stakeholders, which include Shareholders, Employees,Customers, Government, Lenders & public at large. In addition to compliance with regulatory requirements, the Companyendeavours to ensure highest standards of ethical conduct throughout the organisation. The principles of good CorporateGovernance through accountability, transparency and professionalism have always been followed by your Company.

1. Code of ConductThe Board of Directors of the Company in its meeting held on 23rd February, 2005 laid down a Code of Conduct conformingto it’s Corporate philosophy for all Board Members and Senior Management of the Company in terms of the requirementsplaced in the amended clause 49. The Code of Conduct is displayed at Nicco website www.niccogroup.com . Affirmationsof compliances with the Code of Conduct have been obtained from all Board Members and Senior Management Personnelof the Company. As required, a declaration duly signed by the Managing Direcor to that effect is attached as perAnnexure-A.

2. Board of Directors

(a) Composition of the BoardThe Board of Directors comprises of eleven members consisting of ten Non-Executive Directors, six of whom areIndependent Directors. The Non-Executive Directors are eminent professionals, drawn from amongst persons withexperience in business and industry, finance, law and public enterprises. The composition is as under :

Sl.No.

Name of the Director Category ofDirectors

No. of otherDirectorships held[excluding Foreign

Companies andPrivate

Companies]

No. of other BoardCommittee(s)

of which he/sheis a Member [Audit

Committee &Shareholders’GrievancesCommittee]

No. of otherBoard

Committee(s)of which he/sheis a Chairperson

[AuditCommittee &Shareholders’

GrievancesCommittee]

1. Mr Rajive Kaul Non-Executive – Chairman 9 2 —

2. Mr Udayan Ray Managing Director & CFO 5 1 —

3. Dr Tridibesh Mukherjee Non-Executive –Independent

6 2 —

4. Mr Narottam Das Non-Executive –Independent

3 2 —

5. Mr Prabir Chakravarti Non-Executive –Independent

8 4 —

6. Mr Sujit Poddar Non-Executive –Independent

6 2 1

7. Mr Niraj Kela*Nominee of TDB

Non-Executive –Independent

— — —

8. Mr Sanjoy Bhattacharya Non-Executive –Non-Independent

2 — —

9. Ms Pallavi PriyadarshiniKaul

Non-Executive –Non-Independent

3 — —


17

Sl.No.

Name of the Director Category ofDirectors

No. of otherDirectorships held[excluding Foreign

Companies andPrivate

Companies]

No. of other BoardCommittee(s)

of which he/sheis a Member [Audit

Committee &Shareholders’GrievancesCommittee]

No. of otherBoard

Committee(s)of which he/sheis a Chairperson

[AuditCommittee &Shareholders’

GrievancesCommittee]

10. Mr Shiv SiddhantNarayan Kaul

Non-Executive –Non-Independent

2 — —

11. Dr Dilip Kumar Datta Non-Executive –Independent

1 1 —

Mr Rajiv Srivastava**Nominee of TDB

Non-Executive –Independent

— — —

* nominated w.e.f. 9th July, 2012** nomination withdrawn w.e.f. 9th July, 2012

(b) Number of Board Meetings held and attended by the Directors(i) Five Meetings of the Board of Directors were held during the year ended on 31st March, 2013. These were held

on :

(1) 18th May, 2012;(2) 31st July, 2012;

(3) 18th September, 2012;(4) 3rd November, 2012; and

(5) 5th February, 2013.

(ii) The attendance record of each of the Directors at the Board Meetings during the year ended on 31st March, 2013,and at the last Annual General Meeting and Fees paid to them for attending the Board Meetings are as under :

Sl.No.

Name of Directors No. of BoardMeetings attended

Attendance at thelast AGM

Sitting fees paid to the Directors for attending

Board Meetings(Rs.)

1. Mr Rajive Kaul 5 Yes 40,000/-

2. Mr Udayan Ray 5 Yes Nil

3. Dr. Tridibesh Mukherjee 2 No 16,000/-

4. Mr Narottam Das 5 Yes 40,000/-

5. Mr Prabir Chakravarti 5 Yes 40,000/-

6. Mr Sujit Poddar 5 Yes 40,000/-

7. Mr Rajiv Srivastava*Nominee of TDB

1 No 8,000/-

8. Mr Sanjoy Bhattacharya 5 Yes 40,000/-

9. Mr Niraj Kela*Nominee of TDB

2 No 16,000/-

10. Ms Pallavi Priyadarshini Kaul 5 Yes 40,000/-

11. Mr Shiv Siddhant Narayan Kaul 5 Yes 40,000/-

12. Dr Dilip Kumar Datta 3 No 24,000/-

* Upto 9th July, 2012 due to withdrawal of nomination by TDB.

3. Committees of the BoardThere are presently four committees of the Board of Directors — Audit Committee, Compensation & RemunerationCommittee, Shareholders’/Investors’ Grievances Committee and Technology Committee.

NICCO


18

The Minutes of all Board and Committee meetings are placed before the Board and noted by the Directors at the BoardMeetings. The role and composition of Audit Committee, Compensation & Remuneration Committee, Shareholders’/Investors’ Grievances Committee and Technology Committee including the number of meetings held during the year ended31st March, 2013 and the related attendance are as follows:

Audit Committee(i) The Audit Committee was constituted by the Board at its meeting held on 30th April, 1999. The present composition of

the Audit Committee consists of three Independent Non-Executive Member Directors, viz :

(1) Mr Narottam Das – Chairman,

(2) Mr Prabir Chakravarti, and

(3) Mr Sujit Poddar.

The Committee has elected Mr Narottam Das as its Chairman.

CompositionThe Audit Committee is constituted in accordance with the provisions of Clause 49(II)(A) of the Listing Agreement andsection 292A of the Companies Act, 1956. All the members of the Audit Committee are financially literate and are havingaccounting and related financial management expertise.

(ii) The Audit Committee Meetings were held on 17th May, 2012, 30th July, 2012, 27th September, 2012, 2nd November,2012, 4th December, 2012, 28th January, 2013 and 4th February, 2013. The attendance of Audit Committee Membersand Fees paid to them for attending the Audit Committee Meetings are as under :

Names of the AuditCommitteeMembers

No. of Meetings attended

Sitting Fees paid to theMembers for attending

Audit Committee Meetings(Rs.)

Mr Narottam Das 7 56,000/-

Mr Prabir Chakravarti 7 56,000/-

Mr Sujit Poddar 7 56,000/-

(iii) At the invitation of the Chairman of the Audit Committee, the Managing Director & CFO, representatives from variousDivisions of the Company, Internal Auditors, Statutory Auditors, etc., also attended the Audit Committee Meetings torespond to queries raised at the Committee Meetings.

(iv) The role and terms of reference of the Audit Committee cover the matters specified for Audit Committee under Clause 49of the Listing Agreement as well as in section 292A of the Companies Act, 1956.

(v) Mr Indranil Mitra, General Manager and Company Secretary acts as the Secretary of the Audit Committee.

4. Compensation & Remuneration Committee

Brief Description of Terms of ReferenceTo recommend appointments, remuneration, terms of appointments, gradations, scales, perquisites including promotionsand annual increments, etc., of Managing Directors and Wholetime Directors, and forward its recommendations to theBoard of Directors for consideration.

CompositionThe Compensation & Remuneration Committee comprises of three Independent, Non-Executive Directors. The Chairmanof the Committee is an Independent, Non-Executive Director, nominated by the Board.

The present Composition of the Compensation & Remuneration Committee is as follows :

1. Mr Narottam Das Chairman Independent, Non-Executive

2. Mr Prabir Chakravarti Member Independent, Non-Executive

3. Mr Sujit Poddar Member Independent, Non-Executive

Meetings And AttendanceThe Committee met once on 30th July, 2012, during the Financial Year ended on 31st March, 2013.


19

Attendance of the Members at the Committee Meeting and Fees paid to them for attending the Compensation & RemunerationCommittee Meeting are as under :

Names of the Compensation &Remuneration CommitteeMembers

No. of Meeting/sattended

Sitting Fees paid to theMembers for attending

Compensation &Remuneration Committee

Meeting/s(Rs.)

Mr Narottam Das 1 8,000/-

Mr Prabir Chakravarti 1 8,000/-

Mr Sujit Poddar 1 8,000/-

Remuneration PolicyThe policy of remuneration to employees are to accomplish :

(i) strengthening of employee motivation and enhancing their morale.

(ii) attracting fresh talents as per the requirements of the Company.

(iii) encouraging the employees to ensure better performance.

(iv) upgrading skill of the employees through training & education.

(v) granting increments/promotions to the employees congenial to performance/contribution against assignedresponsibilities.

The remuneration comprises of salary and perquisites.Continuous communication is maintained with the employees to understand their perspective and to clarify to them theorganizational needs/goals.

(a) DETAILS OF REMUNERATION TO MANAGING DIRECTOR

Particulars Mr Udayan Ray(Managing Director)

(Rs.) (Rs.)

Salaries

Basic 20,40,000

Servant Allowance 36,000

20,76,000

Contribution to PF & other Funds

Contribution to Provident Fund 2,44,800

Contribution to Gratuity Fund 1,69,231

4,14,031

Contribution to Superannuation Fund 1,00,000

Provision for Leave Encashment 1,20,000

2,20,000

Perquisites

Gas & Electricity 47,232

Soft Furnishing 30,000

Medical Reimbursement 29,374

Club & Home Entertainment Expenses 90,000

Leave Travel Allowance 50,000

Perquisite value of Furniture 4,000

2,50,606

TOTAL 29,60,637

NICCO


20

Board ProcedureThe Members of the Board have been provided with the requisite information mentioned in the Listing Agreement well beforethe Board Meetings and the same were dealt with appropriately. The Board is also free to recommend the inclusion of anymatter for discussion in consultation with the Chairman.

All the Directors who are in various Committees are within the permissible limits set as per the Listing Agreement. The Directorshave intimated from time to time about their Memberships/Chairmanships in the various Committees in other Companies.

5. ShareholdersShareholders’/Investors’ Grievances Committee

The Board of Nicco Corporation Limited has constituted a Shareholders’/Investors’ Grievances Committee of Directors.The Committee presently comprises of Mr Narottam Das, a Non-Executive Director, as the Chairman, Mr SanjoyBhattacharya, Ms Pallavi Priyadarshini Kaul and Mr Shiv Siddhant Narayan Kaul, Non-Executive Directors, as Membersand Mr Udayan Ray, Managing Director & CFO, as a Member. The terms of reference of the Committee are to specificallylook into the redressing of Shareholders’ complaints like transfer of shares, non-receipt of share certificates after transfer,non-receipt of Balance Sheet, non-receipt of declared dividends, etc.

The Committee, inter-alia, deals with various matters relating to :

— transfer/transmission/transposition of shares;

— consolidation/splitting of folios;

— issue of share certificates for lost, sub-divided, consolidated, rematerialised, defaced, etc., share certificates;

— review of shares dematerialised and all other related matters; and

— investors’ grievances and redressal mechanism and recommends measures to improve the level of Investor services.

The Share Department of the Company and the Registrar and Share Transfer Agents, M/s R&D Infotech Pvt. Ltd. attendto all grievances of the Shareholders and Investors received directly or through SEBI, Stock Exchanges, Department ofCompany Affairs, Registrar of Companies, etc.

Continuous efforts are made to ensure that grievances are more expeditiously redressed.

Four meetings of the Committee were held during the period under review, the dates being 18th May, 2012, 31st July,2012, 3rd November, 2012 and 5th February, 2013.

Compliance OfficerMr Indranil Mitra, General Manager & Company Secretary (email id: [email protected]), is the ‘ComplianceOfficer’ of the Company for the purpose of dealing with requirements under the Listing Agreement with Stock Exchanges.

(a) Shareholders’ Complaints and Redressals as on 31.03.2013 :

Types ofGrievancesandCategories

Non-receiptofSharesaftertransfer

Non-receiptofBalanceSheet

Non-receiptofdeclared Dividends

Non-receiptofduplicate Shares

Non-receipt ofexchangedShares

Non-receipt ofcredit ofDematerialised Shares

Others Complaintsreceivedfrom SEBI

ComplaintsreceivedfromStockExchanges

Total

Complaintsreceivedduring theyear

1 2 1 — 7 1 1 2 — 15

Complaintsredressed

1 2 1 — 7 1 1 2 — 15

(b) Number of pending Share Transfers : Nil

(c) Information about the Directors proposed to be appointed/re-appointed:

Information about the Directors proposed to be appointed/re-appointed at the ensuing Annual General Meeting asrequired under Clause 49(IV)(G) of the Listing Agreement with the Stock Exchange has been appended to the Noticefor the Annual General Meeting which is being circulated to the Members along with this Report.


21

6. Technology Committee(i) The Technology Committee was constituted by the Board at its Meeting held on 31st October, 2009 for inter alia,

identifying, addressing and deliberating upon matters relating to Cable technology and operations of the Cable Plantsof the Company, initially starting with Shyamnagar Plant.

The Technology Committee shall apprise the Board/submit observations/text of deliberations/recommendations to theBoard from time to time for consideration of the same, in each subsequent Board Meeting of the Company. Thepresent composition of the Technology Committee consists of two Non-Executive Member Directors, viz:

(1) Dr Tridibesh Mukherjee — Chairman(2) Mr Sanjoy Bhattacharya — MemberMs Pallavi P Kaul, Director, is a Permanent Invitee to all Meetings of the Committee.

(ii) The Technology Committee meetings were held on 17th May, 2012, 25th July, 2012, 7th December, 2012, and 4thFebruary, 2013.

The attendance of each Technology Committee Member and fees paid to them for attending the TechnologyCommittee Meetings are as under :–

Names of the Technology Committee Members

No ofMeetings attended

Sitting Fees paid to theMembers for attendingTechnology Committee

Meetings(Rs.)

Dr Tridibesh Mukherjee 4 32,000/-Mr Sanjoy Bhattacharya 4 32,000/-

Compliance CertificateCompliance Certificate for Corporate Governance from the Auditors of the Company is annexed herewith.

7. Annual General Meetings(a) The details of Annual General Meetings held in the last three years are as under :

Sl.No.

AGM Day Date Time Venue No. of Special Resolutions Passed

1. 27thAGM

Tuesday 28.09.2010 3.00 p.m. “Williamson Magor Hall”of The Bengal Chamberof Commerce & Industry,6, Netaji Subhas Road,Kolkata-700 001.

2

2. 28thAGM

Thursday 22.09.2011 11.00 a.m. “Williamson Magor Hall”of The Bengal Chamberof Commerce & Industry,6, Netaji Subhas Road,Kolkata-700 001.

1

3. 29thAGM

Tuesday 18.09.2012 11.00 a.m. “Williamson Magor Hall”of The Bengal Chamberof Commerce & Industry,6, Netaji Subhas Road,Kolkata-700 001.

3

Special Resolutions were passed by the requisite majority.No Special Resolution has been passed through Postal Ballot during 2011-12.

8. SubsidiariesThe Company has no material non-listed Indian Subsidiary Company, the lone non-listed subsidiary of the Company, NiccoBiotech Limited ceased to be as such after 4th February, 2013.

9. Disclosures

(a) Disclosure on materially significant related party transactions that may have potential conflict with theinterests of the Company at largeRelated party transactions have been disclosed under Note No. 12 in Schedule 21B to the Accounts for the yearunder review.

(b) Disclosure of Accounting TreatmentIn the preparation of Financial Statements for the period from 1st April, 2012 to 31st March, 2013, the treatment asprescribed in the Accounting Standards issued by the Institute of Chartered Accountants of India has been followed.

NICCO


22

(c) Risk ManagementBusiness risk evaluation and management is an ongoing process within the Company. During the year under review,a detailed exercise on ‘Risk Assessment and Management’ was carried out covering the entire gamut of businessoperations. The Board provides supervision of the risk management process followed by the Company and reviewsthe progress of the action plan for each risk on a quarterly basis.

(d) Details of non-compliance by the Company, penalties, strictures imposed on the Company by StockExchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last threeyears.No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any Statutory Authorityon any matter related to the capital markets, during the last three years.

(e) CEO/CFO CertificationThe Managing Director & CFO of the Company have certified to the Board that all the requirements of Clause 49(V)of the Listing Agreement, inter alia, dealing with the review of Financial Statements and Cash Flow Statement forthe year ended on 31st March, 2013, transactions entered into by the Company during the said year, their responsibilityfor establishing and maintaining internal control systems for financial reporting and evaluation of the effectiveness ofthe internal control system and making of necessary disclosures to the Auditors and the Audit Committee have beenduly complied with.

10. Means of Communication

(i) Quarterly Results :Which Newspapers normally published in : The Financial Express (English) and Kalantar (Bengali)

(ii) Any Website, where displayed : Yes, www.niccogroup.com(iii) Whether it also displays official news releases : No(iv) Whether it also displays presentations made to

Institutional Investors/Analysts: No

(v) Whether Management Discussion & Analysis is a partof Annual Report

: Yes, in the Directors’ Report

As per the requirements of Clause 51 of the Listing Agreement, data related to Quarterly Financial Results, Shareholding Patternetc., is uploaded on to the website www.sebiedifar.nic.in.

Code of Conduct for Prevention of Insider TradingThe Securities and Exchange Board of India (SEBI) has, effective 20th February, 2002 introduced amendments to the existingInsider Trading Regulations of 1992 which ordain new actions/steps by corporates and other market intermediaries for thepurposes of prevention of Insider Trading.Pursuant to the above requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended, the Company hasadopted a ‘Code of Conduct for Prevention of Insider Trading’ (Nicco Corporation Limited Code) with effect from 20th November,2003. The Code is applicable to all Directors and such Designated Employees who are expected to have access to unpublishedprice sensitive information relating to the Company.Mr. Indranil Mitra, General Manager & Company Secretary has been appointed as the Compliance Officer for monitoringadherence to the Regulations.

11. General Shareholder Information

(a) Annual General Meeting to be held Day, Date, Time and VenueDay : TuesdayDate : 24th September, 2013Time : 11.00 AMVenue : “Williamson Magor Hall” of The Bengal Chamber of

Commerce & Industry,6, Netaji Subhas Road, Kolkata-700 001.

(b) Financial Calendar (Tentative and subject to change)For the Financial Year 2013-14 :Financial Reporting for the Quarters ended

* 1st Quarter ending on 30th June, 2013 : 2nd week of August, 2013

* Half Year ending on 30th September, 2013 : 2nd week of November, 2013

* 3rd Quarter ending on 31st December, 2013 : 2nd week of February, 2014

* Audited Yearly Results for the year ending on31st March, 2014

: 4th week of May, 2014

(c) Dates of Book Closure : 14th September, 2013 to 24th September, 2013


23

(d) Dividend Payment Date : Not applicable since no Dividend has beenrecommended.

(e) Listing on Stock Exchanges at * : National Stock Exchange of India Ltd.,Exchange Plaza, 5th Floor, Plot No. C/1, G Block,Bandra-Kurla Complex, Bandra (E), Mumbai-400 051.

The Company has paid the Listing Fees for the year 2013-14 to National Stock Exchange of India Ltd.

* The Equity Shares of the Company are also traded, under the permitted category, on The BSE Ltd. (Formerly The Bombay Stock Exchange Limited.)

(f) Stock Code

Name of the Stock Exchanges Stock Code

Physical Demat

National Stock Exchange of India Ltd. NICCO NICCO

ISIN Number for NSDL and CDSL INE241C01026

(g) Market Price Data

Month Quotations atThe National Stock Exchange

of India Ltd.

BSE Sensex

High Low High LowApril, 2012 1.75 1.50 17,664.10 17,010.16 May, 2012 1.70 1.35 17,432.33 15,809.71 June, 2012 1.55 1.30 17,448.48 15,748.98 July, 2012 1.60 1.30 17,631.19 16,598.48 August, 2012 1.45 1.05 17,972.54 17,026.97 September, 2012 1.45 1.10 18,869.94 17,250.80 October, 2012 1.25 0.95 19,137.29 18,393.42 November, 2012 1.10 0.95 19,372.70 18,255.69 December, 2012 1.05 0.90 19,612.18 19,149.03 January, 2013 1.05 0.70 20,203.66 19,508.93 February, 2013 1.05 0.65 19,966.69 18,793.97 March, 2013 0.90 0.50 19,754.66 18,568.43

(h) Registrars and Share Transfer Agents : M/s R & D Infotech Pvt. Ltd.1st Floor,7A, Beltala RoadKolkata 700 026Phone No. : (033) 2419-2641/2E-mail Id. : [email protected], [email protected].

(i) Share Transfer System As already stated, the Company’s Equity Shares are traded in the Stock Exchanges compulsorily in Demat Mode.Therefore, Investors/Shareholders are requested to kindly note that physical documents, viz., Demat Request Forms (DRF)and Share Certificates, etc., should be sent by their Depository Participants (DPs) directly to the Share Transfer Agents.As per the present system, any delay on the part of the DPs to send the DRF and the Share Certificates beyond 15days from the date of generation of the DRN by the DP gets rejected/cancelled. This is being done to ensure that nodemat requests remain pending with the Share Transfer Agents beyond a period of 30 days. Investors/Shareholders arerequested to ensure that their DPs do not delay in sending the DRF and Share Certificates to the Share Transfer Agentsafter generating the DRN.

(j) Distribution of Shareholdings The Shareholding Distribution of Equity Shares as on 31st March, 2013 is given below :–

Sl.No.

No. of Equity Shares held No. of Folios No. of Shares Percentage ofShareholdings

1. 1 to 100 23,100 11,29,319 0.982. 101 to 500 11,554 33,71,852 2.943. 501 to 1000 3,377 29,51,980 2.574. 1001 to 5000 3,120 77,35,694 6.735. 5001 to 10000 506 38,53,013 3.366. 10001 and above 523 9,58,35,624 83.42

Total : 42,180 11,48,77,482 100.00

NICCO


24

(k) Shareholding Pattern as on 31st March, 2013

Sl.No.

Category Nos. of EquityShares held

Percentage ofShareholding

A. Promoters’ holding

1. Promoters :

— Indian Promoters Nil Nil

— Foreign Promoters 0 0

2. Persons acting in concert 2,85,68,343 24.868

Sub-Total : 2,85,68,343 24.868

B. Non-Promoters’ Holding :

3. Institutional Investors

a. Mutual Funds & UTI 12,321 0.011

b. Banks, Financial Institutions, InsuranceCompanies (Central/ State Govt. Institutions/Non-governmental Institutions)

26,08,261 2.270

c. FIIs 1,761 0.002

Sub-Total : 26,22,343 2.283

4. Others :

a. Private Corporate Bodies 4,65,99,617 40.565

b. Indian Public 3,47,51,816 30.251

c. NRIs/OCBs 23,35,363 2.033

d. Any Others (Please specify)Trust Funds Nil Nil

Sub-Total : 8,36,86,796 72.849

GRAND TOTAL : 11,48,77,482 100.00

(l) Dematerialisation of Equity Shares As on 31.03.2013, 94.21% of the Company’s total Shares representing 10,82,26,076 shares were held in dematerialisedform and the balance 5.79% representing 66,51,406 shares were held in paper form. (Total Shares are 11,48,77,482)

(m) Outstanding GDRs/ADRs/ Warrants or any

Convertible Instruments, conversion dates and likelyimpact on Equity

: N.A. [The Company has not issued any GDRs and ADRs.]

(n) Plant (Manufacturing Units)

1. Shamnagar, 24-Parganas (North), West Bengal;

2. Baripada, Dist : Mayurbhanj, Orissa.

(o) Address for correspondence

Shareholders should address their correspondence to :

Registrars and Share Transfer Agents

: M/s R&D Infotech Pvt Ltd. 1st Floor, 7A, Beltala Road, Kolkata 700 026 Contact Person : Mr Ratan Mishra, Director Ph No. : (033) 2419-2641/2 E-mail Id : [email protected], [email protected]. E-mail Id for Investors : [email protected]

The Shareholders may also contact Mr Indranil Mitra, General Manager & Company Secretary or Mr G C Lahiri, SeniorManager (Shares) at the Registered Office of the Company for any assistance. Telephone No. +9133 6628 5000.

Non-mandatory requirements

1. Non-Executive Chairman’s OfficeThe Company meets expenses of the Non-Executive Chairman’s office incurred in the performance of his duties.


25

2. Tenure of Independent DirectorsNo specific tenure has been specified for the Independent Directors.

3. Remuneration CommitteeThe Company has a Remuneration Committee under the nomenclature ‘Compensation & Remuneration Committee’,the details of which are provided in this Report under the section ‘Committees of the Board — Compensation &Remuneration Committee’.

4. Shareholders’ RightsThe quarterly, half yearly and annual financial results of the Company are published in leading newspapers and arealso posted on the Company’s website.

The complete Annual Report is sent to every shareholder of the Company.

5. Audit QualificationsThe Audit Qualifications/Observations have been appropriately dealt with in Directors’ Report u/s 217 of the CompaniesAct, 1956.

6. Training of Board MembersThe members of the Board are eminent and experienced professional persons. The Board is equipped to performits role of business assessment through inputs from time to time. Directors are fully briefed on all business relatedmatters, risk assessment and minimisation procedures, and new initiatives proposed by the Company. Directors arealso updated on changes/developments in the domestic/global corporate and industry scenario including thosepertaining to statutes/legislation and economic environment.

7. Mechanism for Evaluation of Non-Executive DirectorsThe role of the Board of Directors is to provide direction and exercise control to ensure that the Company is managedin a manner that fulfills stakeholders’ aspirations and societal expectations. The Board has so far evaluated theNon-Executive Directors collectively to reinforce the principle of collective responsibility.

8. Whistle-Blower PolicyThe Company has not yet adopted whistle blower policy mechanism. This would be evaluated and adopted on needbasis. No personnel has been denied access to the Audit Committee.

The above Report has been placed before the Board of Directors of the Company at its Meeting held on 12th August,2013, and the same was approved.

Place : KolkataDated, the 12th August, 2013


UDAYAN RAYManaging Director & CFO

NICCO


26

Annexure — A

To,The Members ofNicco Corporation Ltd.

Declaration by the Managing Director (CEO) under

Clause 49(I)(D)(ii) of Listing Agreement with

Stock Exchange regarding adherence to the Code of Conduct

In accordance with Clause 49(I)(D)(ii) of the Listing Agreement with the Stock Exchange, I hereby confirm that, all the Directors

and the Senior Management personnel of the Company have affirmed compliance with the Code of Conduct for the Financial

Year ended on 31st March, 2013.

Place : KolkataDated, the 12th August, 2013



27

AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATEGOVERNANCE AS STIPULATED IN CLAUSE 49 OF THE LISTING AGREEMENT

To The Members of Nicco Corporation Limited

We have examined the compliance of the conditions of Corporate Governance by Nicco Corporation Limited (‘the Company’),for the year ended on 31st March, 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with theStock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limitedto procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations madeby the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governanceas stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For G. BASU & CO.Chartered Accountants

S. LAHIRIPartnerMembership No. 051717

BASU HOUSE3, Chowringhee Approach,Kolkata-700 072

Dated, the 12th August, 2013

NICCO


28

AUDITORS’ REPORT 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 Sheetas at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summaryof 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 internalcontrol relevant to the preparation and presentation of the financial statements that give a true and fair view and are free frommaterial 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 accordancewith the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statementsare 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 thefinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevantto the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financialstatements.

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, theBalance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referredto 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 theBoard of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director interms 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 section441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in whichsuch cess is to be paid, no cess is due and payable by the Company.

For G. BASU & CO.Chartered AccountantsR. No :- 301174E



Dated, the 10th day of May, 2013


29

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 assetsin respect of all its locations.

2. The fixed assets have been physically verified by the Management at all locations at reasonable intervals. No materialdiscrepancies 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 relationto 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 properrecords of inventory. The discrepancies noticed on verification between the physical stocks and book records were not materialand 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 registermaintained 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 registermaintained 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 systemcommensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets andon the sale of goods and services. During the course of our audit no major weakness has been noticed in the internal controlsystem. 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 ofCompanies Act, 1956 have been so entered.

(b) According to information and explanations given to us, the transactions made in pursuance of contracts or arrangementsentered in the registers maintained under section 301 of the Act during the year have been made at prices which arereasonable 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 ofsection 58A, and 58AA or any other relevant provision of Act and rules framed there under. No order has been passed againstthe 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 itsbusiness.

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

14. (a) According to information and explanations given to us the Company is depositing with appropriate authorities undisputedstatutory 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 toit. There has been no arrear of outstanding statutory dues on these accounts which have been outstanding for morethan 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 notbeing paid, vis-à-vis forums where such disputes are pending are mentioned below :

Nature of the Statute Nature of Due Amount(Rs./Lacs)

Forum where dispute is pending

Sales Tax Sales Tax 192.00 301.87

26.28 446.71

Cuttack High CourtAdditional Commissioner of Commercial Taxex – CuttackTribunal Sales TaxCommissioner of Commercial Taxes – Baroda

Central Excise Central Excise 0.24 697.61 264.15

Calcutta High CourtAsst. Commissioner of Central ExciseAsst. Commissioner of Central Excise – Baripada

Income Tax Income Tax 27.59 Cuttack High CourtService Tax Service Tax 85.88

13.52 Commissioner of Service Taxes – KolkataCommissioner of Service Taxes – Cuttack

There has been no contingent dues on account of wealth tax, custom duty, cess or other statutory dues which havenot been paid on account of dispute.

NICCO


30

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

16. The Company has defaulted in repayment of loan to Banks and financial institutions as referred to in Schedule No. 3 and6 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 orother securities. However loans granted to employees are generally secured by mortgage / hypothecation of assets for whichadequate records / documents are maintained.

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

19. The Company has not given any guarantee for loan taken by Company from bank and terms and conditions thereon are notprima-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 longterm investment during the year.

22. The Company has not made preferential allotment of shares to the parties and companies covered in the register maintainedunder 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 nofraud 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.




Dated, the 10th day of May, 2013


31

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 havebeen prepared on the basis of the interim financial statements, which are the responsibility of the company’s management. Ourresponsibility is to express an opinion on these financial results based on our audit of such interim financial statements, whichhave 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) ofthe 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 weplan 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 alsoincludes assessing the accounting principles used and significant estimates made by management. We believe that our auditprovides 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 DeferredTax 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 March2013.

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




Dated, the 12th day of August, 2013

NICCO


32

BALANCE SHEET AS AT 31ST MARCH, 2013

31st March,2013

31st March,2012

Schedule (Rs. in Lacs) (Rs. in Lacs)I. EQUITY AND LIABILITIES :

1. Shareholders’ Funds :a) Share Capital 1 4,481.91 4,422.21b) Reserves and Surplus 2 (11,178.95) (8,634.56)

2. Share application money pending allotment 301.00 280.00

3. Non-Current Liabilities :a) Long Term Borrowings 3 5,840.72 8,254.41b) Other Long Term Liabilities 4 380.48 359.97c) Long Term Provisions 5 199.42 174.65

4. Current Liabilities :a) Short Term Borrowings 6 3,961.27 4,997.85b) Trade Payables 18,430.48 13,784.37c) Other Current Liabilities 7 10,638.28 9,701.55d) Short Term Provisions 8 1,214.04 1,109.48

Total 34,268.65 34,449.93

II. ASSETS :1. Non-Current Assets

a) Fixed Assets 9i) Tangible Assets 7,973.75 8,675.55ii) Intangible Assets 1.38 6.87iii) Capital Work-In-Progress 48.09 72.47iv) Intangible Assets under Development — —

b) Non-Current Investments 10 448.64 1,718.64c) Deferred Tax Assets (Net) 5,085.13 5,085.13d) Long Term Loans and Advances : 11 443.03 425.58e) Other Non-Current Assets : 12 1,430.19 1,374.05

Current Assets :a) Inventories 13 2,529.96 2,917.93b) Trade Receivables 14 13,137.87 12,292.62c) Cash and Cash Equivalents 15 1,340.52 227.11d) Short Term Loans and Advances 16 1,720.68 1,572.02e) Other Current Assets 16A 109.41 81.96

34,268.65 34,449.93Significant Accounting Policies & Notes to Accounts 21 — — Total 34,268.65 34,449.93

Schedules referred to above form an integral part of the Balance SheetAs per our attached Report of even date For G. BASU & CO.Chartered AccountantsR. No :- 301174E


S. LAHIRIPartner (M. No. 051717)Basu House3, Chowringhee ApproachKolkata-700 072 INDRANIL MITRA

General Manager &Company Secretary

N DAS

UDAYAN RAY

RAJIVE KAUL

Director & Chairman— Audit Committee

Managing Director & CFO

ChairmanDated, The 10th day of May, 2013

NICCO


34

STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2013

Year ended31st March, 2013

Year ended31st March, 2012

Schedule (Rs. in Lacs) (Rs. in Lacs)REVENUE :

1. Revenue from Operations 17(a) 25,044.22 28,891.472. Other Income 17(b) 130.88 183.98

3. Total Revenue (1+2) 25,175.10 29,075.454. Expenses :

Cost of Materials Consumed 12,747.85 13,910.69Purchase of Stock-in-Trade 2,320.95 3,737.93Decrease / (–) Increase in Inventories — — Finished Goods (9.26) 148.94 Work-In-Progress 344.85 484.32 Stock-In-Trade — 15,404.39 (0.51) 18,281.37

Employees’ Benefits Expense 18 3,130.38 2,936.00Finance Costs 19 4,114.88 3,684.54Depreciation & Amortisation Expenses 9 575.65 574.38Other Expenses 20 4,074.85 4,387.29

11,895.76 11,582.21 Total Expenses(Sub Total 4) 27,300.15 29,863.58

5. Profit/ (Loss) Before Exceptional & Extra Ordinary Items (3-4) (2,125.05) (788.13)

6. Exceptional Items7. Profit/ (Loss) Before Extra Ordinary

Items (5-6) (2,125.05) (788.13)8. Extra Ordinary Expense/(Income) 313.89 292.509. Profit Before Tax (7-8) (2,438.94) (1,080.63)

10. Tax ExpensesCurrent tax — —Deferred Tax — —

— —11. Profit/ (Loss) from Continuing Operations (9-10) (2,438.94) (1,080.63)12. Profit/ (Loss) from Discontinuing Operations (64.22) (85.87)13. Tax Expenses of Discontinuing Operations — —14. Profit/ (Loss) after Tax of Discontinuing

Operations (12-13) (64.22) (85.87)15. Profit/ (Loss) for the year (11+14) (2,503.16) (1,166.50)16. Earning Per Equity Share

Basic 21(B)(20)(b) (2.27) (1.14)Diluted (2.27) (1.14)

Significant Accounting Policies & Notes to Account 21

Schedules referred to above form an integral part of the Balance Sheet

As per our attached Report of even date For G. BASU & CO.Chartered AccountantsR. No :- 301174E




N DAS

UDAYAN RAY

RAJIVE KAUL





35

CASH FLOW STATEMENT for the year ended 31st March, 2013 (Indirect Method)

(Rs. in Lacs) P A R T I C U L A R S Year Ended

31.03.2013 Year Ended 31.03.2012

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Tax & Extra-Ordinary Items (2,189.27) (874.04)Adjusted for —

Depreciation charged to Profit & Loss Account 639.87 660.24Loss on Sale of Investment (Net) 75.78 —Dividend on Investment (17.55) (14.04)Finance Cost 4,114.88 3,684.54

SUB-TOTAL 4,812.98 4,330.74

Operating Profit before Working Capital Changes 2,623.71 3,456.70

Changes in Working Capital(Increase)/Decrease in Trade and Other Receivables (995.15) (1,154.05)(Increase)/Decrease in Inventories 387.97 402.20Increase/(Decrease) in Trade and other Payable 4,672.59 183.53

Net Changes in Working Capital 4,065.41 (568.32)

Cash Generated from Operations 6,689.12 2,888.38

Direct Tax (Net) (127.91) 215.47

Cash Flow before Extra-Ordinary Items 6,561.21 3,103.85

Extra Ordinary Item : (313.89) (292.50)

CASH FLOW FROM OPERATING ACTIVITIES 6,247.32 2,811.35

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (21.86) (225.21)Sale of Fixed Assets 0.24 0.42Sale of Investment (Net) 1,194.22 4.99Dividend Received 17.55 14.04

NET CASH FROM INVESTING ACTIVITIES 1,190.15 (205.76)

C. CASH FLOW FROM FINANCING ACTIVITIESIncrease in Borrowings (Net) (2,764.57) 359.11Increase in Share Capital 181.00 —Finance Cost Paid (3,740.49) (3,120.71)

NET CASH FROM FINANCING ACTIVITIES (6,324.06) (2,761.60)

NET CHANGES IN CASH/CASH EQUIVALENTS (A+B+C) 1,113.41 (156.01)Cash & Cash Equivalents — Opening Balance 227.11 383.12Cash & Cash Equivalents — Closing Balance 1,340.52 227.11

NOTE :Cash and Cash Equivalents consist of Cash in hand and balances with Banks as referred to in Schedule 15.

SCHEDULES REFERRED TO ABOVE FORM AN INTEGRAL PART OF THE BALANCE SHEET

As per our attached Report of even date For G. BASU & CO.Chartered AccountantsR. No :- 301174E




N DAS

UDAYAN RAY

RAJIVE KAUL




NICCO


36

Schedules annexed to and forming part of the Balance Sheet

1. PARTICULARS OF SHARE CAPITAL :(Rs. in Lacs)

FaceValue

ofShares

AuthorisedCapital

Issued & Subscribed Number of Shares Held ByFully Paid Up Partly Paid Up Total Holding

CompanySubsidiary/

FellowSubsidiary

Associates Associates of

HoldingCompany

Shares held byeach share holderhaving more than

5% in relevantcategory of Shares

(Note no. 4)Nos. Value Nos. Value Nos. Value Nos. Value Nos. Nos. Nos. Nos. Nos.

Equity Shares : (CY) 2 235,000,000 4,700.00 114,877,482 2,297.55 114,877,482 2,297.55 — — 2,380,432 — 42,952,974(PY) 2 235,000,000 4,700.00 111,892,408 2,237.85 111,892,408 2,237.85 — — 2,380,432 — —

Add : Shares Forfeited (CY) — — — 1.36 — 1.36 — — — — —(PY) — — — 1.36 — 1.36 — — — — —

Total Value of Equity Share Capital (CY) 2,298.91 — 2,298.91 — — — — —(PY) 2,239.21 — 2,239.21 — — — — —

Right Preference repaybility &restriction, if any, on Equity Shares

NoteNo. 1

Preference Shares : (CY) 100 2,200,000 2,200.00 2,183,000 2,183.00 — — 2,183,000 2,183.00 2,183,000(PY) 100 2,200,000 2,200.00 2,183,000 2,183.00 — — 2,183,000 2,183.00 2,183,000(CY) 22 9,090,910 2,000.00 — — — — — — — — — — —(PY) 22 9,090,910 2,000.00 — — — — — — — — — — —

Total Value of Preference Shares (CY) — — — — 2,183.00 — — — 2,183.00 — — — — —(PY) — — — — 2,183.00 — — — 2,183.00 — — — — —

Right Preference repaybility &restriction, if any, on PreferenceShares

NoteNo. 4 & 5

Total Share Capital (CY) — — 8,900.00 — 4,481.91 — — — 4,481.91 — — — — —(PY) — — 8,900.00 — 4,422.21 — — — 4,422.21 — — — — —

Notes : 1) (i)(ii) Transferability of shares on the part of WBIDC and promoters group is permissive within these parties only, the offer of transfer to be in writing by the proposed transferor at such price

determined by proposed transferor and transferee and/or fair value under clause 3(ii) of Joint Sector agreement.(iii) Subject to preceeding paragraph, shares of the Company are freely transferable except for:

(a) Instrument of transfer is not in prescribed format under the Act.(b) Company does not have any lien on these shares under transfer.(c) Transferee does not convey any no objection within stipulated period of issuance of notice by company in respect of application of transfer of partly paid shares made by transferor.(d) Instrument of transfer is not accompanied by certificate of shares.

(iv) Voting right of member are debarred under circumstances of call money against his holding lying unpaid.2) (i) Equity Shares held by each share holder having more than 5% stake in relevant category of Shares:

2013(Nos.)

2012(Nos.)

a) Asset Reconstruction Company (I) Ltd. 15,425,304 15,425,304b) REL Utility Engineers Limited 13,377,020 13,377,020c) Ruchika Electrical & Engg. Pvt. Ltd. 7,376,735 7,376,735d) Nicco Restructuring Employees Trust Fund 6,773,915 —Total 42,952,974 36,179,059

37


NICCO

Schedules annexed to and forming part of the Balance Sheet (Contd.)

Notes : 2) (ii) Preference Shares held by each share holder having more than 5% stake in relevant category of Shares:2013(Nos.)

2012(Nos.)

a) Technology Development Board (Convertible at the option of member) 1,846,000 1,846,000b) West Bengal Industrial Development Corporation Limited (Other Preference Shares) 337,000 337,000

3) Equity Shares issued during last 5 years for consideration other than cash 16,556,862 16,556,8624) (a) Preference Share Capital relates to 21,83,000 number of 5% cumulative preference shares of Rs. 100/- each fully paid up, 1846000 number of which is convertible at

the option of share holders.

b) Period of redemption of Preference Shares :

FianancialYears

Convertible atthe option of

member(Nos.)

Other(Nos.)

Total(Nos.)

2009-10 — 110000 110,000

2010-11 — 110000 110,000

2011-12 615300 117000 732,300

2012-13 615300 — 615,300

2013-14 615400 — 615,400

1,846,000 337,000 2,183,000

c) Conversion right are yet to be excersied by concerned shareholders till date.

5) Company’s offer for renewal of 1230600 and 337000 numbers of preference shares convertible at the option of members and other respectively,overdue for redemption, is pending decision of share holders to the effect. Refer note no. 24 schedule 22 for more in this regard.

6) a) Movement of Equity shares For the yearended on31.03.2013

For the yearended on31.03.2012

Share issued, subscribed and paid up at thebegining of the year

111892408 111892408

Issued during the period towards considerationin cash

2,985,074 —

Shares issued, subscribed and paid up at theend of the period

114,877,482 111,892,408

b) There has been no movement of preference shares during current period or previous financial year.

7) Share application money pending allotment relates to proposed allotment to employees at price to be arrived at under guideline on preferentialallotment issued by SEBI. The said shares will be subject to lock in period of 1 year since the date of allotment.

38


NICCO

Schedules annexed to and forming part of the Balance SheetAs at

31st March,2013

As at31st March,

2012(Rs. in Lacs) (Rs. in Lacs)

2. RESERVES AND SURPLUS

Securities Premium Reserve : As per Last accounts 3,066.18 3,066.18 Add :Addition during the period 100.30 — Less : Transferred to Surplus — —

3,166.48 3,066.18Debenture Redemption Reserve : As per Last accounts 300.52 300.52 Less : Transferred to Surplus — —

300.52 300.52Revaluation Reserve : Opening balance 3,087.38 3,237.75 Add :Addition during the period — — Less : Depreciation on Revalued component of

Fixed Assets 141.53 150.37

2,945.85 3,087.38Capital Redemption Reserve : As per Last accounts 205.00 205.00 Add :Addition during the period — — Less : Transferred to Surplus — —

205.00 205.00Surplus / Deficit : Opening balance (15,293.64) (14,127.14) Add : Profit / (Loss) for the period (2,503.16) (1,166.50)

(17,796.80) (15,293.64) Total (11,178.95) (8,634.56)


39


3. LONG TERM BORROWINGS : (Rs. in Lacs)

Nature of Borrowings : Total Secured Unsecured Nature of Security

Amount Guaranteed by other thanDirectors

Rate of Interest

Term ofRedemption/conversion/repayment

Secured Unsecured

Bonds/Debentures : (CY) 125.32 125.32 — As per Note No. 1 125.32 — 8% As per Note No. 4

(PY) 388.33 388.33 — 388.33 — 8%

Term Loans : —

From Banks (CY) 4,821.65 4,821.65 — As per Note No. 2 4,821.65 — — As per Note No. 4

(PY) 6,279.65 6,279.65 — 6,279.65 — —

From Others (CY) 893.75 340.32 553.43 As per Note No. 3 — —

(PY) 1,586.43 662.56 923.87 —

Total (CY) 5,840.72 5,287.29 553.43

(PY) 8,254.41 7,330.55 923.87

Notes : 1) Equitable mortagge of immovable properties ranking pari passu with term loans from banks and financial institutions.

2) First chrge on movable fixed assets ranking pari-passu with other loans & hypothecation of inventories & book debts against first charge apart fromencumbrance referred to in ’I’ above.

3) First charge on movable fixed assets ranking pari-passu with term loans of banks, scond charge on inventories & debts, exclusive charge onindividual assets financed and first charge on dwelling unit & office space apart from encumbrance referred to in above.

4) a) Terms of Redemption/Repayment & Default Component.

Year Debenture Term Loanfrom Banks

Term Loanothers

UnsecuredLoan

PrincipalAmount of

Default

Period of Default InterestAmount of

Default

Period of Default

2006-07 37.50 40.97 78.47 above 72 Months 103.78 above 72 Months2007-08 50.00 40.97 90.97 above 60 Months 110.94 above 60 Months2008-09 527.39 79.57 116.44 above 48 Months 116.61 above 48 Months2009-10 101.08 101.08 above 36 Months 153.31 above 36 Months2010-11 110.31 110.31 above 24 Months 191.06 above 24 Months2011-12 — 71.56 214.31 285.83 above 12 Months 217.91 above 12 Months2012-13 87.62 607.44 157.85 1,142.26 272.87 above 3 Months 22.25 above 3 Months2013-14 262.83 1,822.32 314.05 370.46 —2014-15 115.39 3,201.80 177.38 383.57 —2015-16 10.11 1,164.27 79.75 84.47 —2016-17 79.77 45.87 —2017-18 3.42 24.36 —2018-19 — 15.13 —

5) No Director has furnished any guarantee bond against any loan.6) Secured Loans has been guaranteed by three body corporates.7) Default has been reckoned with reference to Institutional and Interest payment overdue for more than 3 months.

40


NICCO


31st March, 2013As at

31st March, 2012(Rs. in Lacs) (Rs. in Lacs)

4. OTHER LONG TERM LIABILITIES

Trade Payables (After 1 Year) 55.46 35.57Security Deposit (Payable after 1 Year) 325.02 324.40

Total 380.48 359.97

5. OTHER LONG TERM PROVISIONS

Leave Encashment 199.42 174.65

Total 199.42 174.65


41


6. SHORT TERM BORROWINGS (Rs. in Lacs)

Class of Shares Total Secured Unsecured Nature of Security

Amount Guaranteed by otherthan Directors

Default

Secured Unsecured Principal Loan Interest

Period ofDeault

Amount ofDeault

Period ofDeault

Amount ofDeault

Demand Loans from Banks : (CY) 3,716.90 3,716.90 — As per Note 3,716.90 85 days 923.90 60 days 33.11

(PY) 4,753.48 4,753.48 — 4,753.48 85 days 1,960.48 60 days 28.70

From Others (CY) 244.37 — 244.37 — — — — —

(PY) 244.37 — 244.37 — — — — —

Total (CY) 3,961.27 3,716.90 244.37

(PY) 4,997.85 4,753.48 244.37

Notes : 1) CP & PY stand current period and previous years respectively.

2) First charge on movable Fixed Assets ranking pari-passu with other Loans & Hypothecation of Inventories & Book Debts against first charge apartfrom encumbrance referred to in above.

3) Secured Loans has been guaranteed by three body corporates.

42


NICCO


31st March, 2013As at

31st March, 2012

(Rs. in Lacs) (Rs. in Lacs)

7. OTHER CURRENT LIABILITIES

Component of Term Loan Repayable within 1 Year 5,495.29 4,809.59

Interest Accrued and Due 1,695.49 1,321.10

Advance from Customers 248.95 808.36

Statutory Liability 299.24 214.78

Creditors for contractual obligation 210.34 130.29

Other Payables (Include due to Prysmian Rs. 2246 Lacs P.Y. Rs. 2054 Lacs) 2,688.97 2,417.43

Total 10,638.28 9,701.55

8. SHORT TERM PROVISIONS

Gratuity 334.44 256.13

Leave Encashment 26.85 22.46

Superannuation Fund 231.67 209.81

Provisions for Taxation 621.08 621.08

Total 1,214.04 1,109.48


43


9. FIXED ASSETS (Rs. in Lacs)

GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCKParticulars of Assets Gross Cost/

value as on01.04.12

Additiontowards

Acquisitionduring the

year

OtherAdjustmentduring the

year

TotalAddition

during theyear

Sale/Adjustmentdurng the

year

Gross Blockon 31.03.13

Total as on01.04.12

For the year Sale/Adjustmentduring the

year

Total as on31.03.13

WDV as on31.03.13

WDV as on31.03.12

Tangible Assets :

Land : Leasehold 59.67 — — 59.67 41.09 2.97 — 44.06 15.61 18.58Land : Freehold 829.94 — — 829.94 — — — — 829.94 829.94Building 7,498.21 — — 7,498.21 4,433.56 182.80 — 4,616.36 2,881.85 3,064.65Plant and Equipments 16,708.24 — 62.12 62.12 — 16,770.36 12,036.39 572.31 — 12,608.70 4,161.66 4,671.85Furniture & Fixtures 364.27 0.11 7.88 7.99 0.72 371.54 323.25 8.60 0.48 331.37 40.17 41.02Vehicles 158.32 — — — — 158.32 138.32 4.74 — 142.83 15.49 20.23Office Equipments 319.78 0.61 3.62 4.23 — 324.01 297.94 3.92 — 301.86 22.15 21.84Others :Weigh Bridge 3.22 — — — — 3.22 3.12 — — 3.12 0.10 0.10Weighing Machines 0.91 — — — — 0.91 0.89 — — 0.89 0.02 0.02Railway Sidings 0.39 — — — — 0.39 0.38 — — 0.38 0.01 0.01Electrical Installations 73.35 — — — — 73.35 66.04 0.58 — 66.60 6.75 7.31

Total 26,016.30 0.72 73.62 74.34 0.72 26,089.92 17,340.75 775.90 0.48 18,116.17 7,973.75 8,675.55Intangible Assets :

Goodwill — — — — — — — — — — — —Brands/Trademarks — — — — — — — — — — — —Computer Softwares 27.53 — — — — 27.53 20.66 5.49 — 26.15 1.38 6.87Mast & Publishing Titles — — — — — — — — — — — —Mining Rights — — — — — — — — — — — —Copyrights & Patents and other Intellectual property rights, services & operating rights — — — — — — — — — — — —Receipts, Formulae, Models, Designs & Phototypes — — — — — — — — — — — —Licences & Franchise — — — — — — — — — — — —Others — — — — — — — — — — — —

Total 27.53 — — — — 27.53 20.66 5.49 — 26.15 1.38 6.87Capital Work-In-Progress 72.47 49.24 — 49.24 73.62 48.09 — — — — 48.09 72.47Intangible Assets under Development — — — — — — — — — — — —Grand Total 26,116.30 49.96 73.62 123.58 74.34 26,165.54 17,361.41 781.39 0.48 18,142.32 8,023.22 8,754.89Less : Transferred to Revaluation Reserve — — — — — — — 141.52 — — — —Less : Discontinuing Business Operations — — — — — — — 64.22 — — — —

Total — — — — — — — 575.65 — — — —Previous Year 25,892.43 225.22 194.91 420.13 196.26 26,116.30 16,551.72 810.63 0.94 17,361.41 8,754.89 —Less : Transferred to Revaluation Reserve — — — — — — — 150.38 — — — —Less : Discontinuing Business Operations — — — — — — — 85.87 — — — —

Total — — — — — — — 574.38 — — — —

Note : (a) Leasehold Land relates to 20.34 Acres of land at Rs. 30,300/- taken on lease for the period of 20 years in the year of 1979 and renewed for further 20 years in 1999.

44


NICCO


31st March,2013

As at31st March,


10. NON CURRENT INVESTMENT (held at cost unless stated otherwise) :

A) Trade Investments : No. Amount No. Amount

(i) Investment in Equity Instruments :(A) Fully paid :

1) Nicco Uco Alliance Credit Limited(Read with footnote-2)

7,058,524 103.05 7,058,524 103.05

2) BDA-Nicco Parks & Resorts Ltd. 20,000 2.00 20,000 2.003) Nicco Parks & Resorts Ltd. (Associate) 11,700,000 120.50 11,700,000 120.504) Nicco Financial Services Ltd. (Associate) 380,714 25.94 380,714 25.945) Nicco Ventures Limited (Associate) 919,550 91.96 919,550 91.966) Nicco Engineering Services Limited (Associate) 1,833,392 14.67 1,833,392 14.677) National Pipes & Tubes Co. Ltd. (Held other than

Cost) (In Liquidation) 40,000 — 40,000 —(ii) Investment in Debentures or Bonds :

1) Nicco Financial Services Ltd. (Associate) 90,500 90.50 90,500 90.50B) Investment in Subsidiaries :

Fully Paid :(i) Investment in Equity Instruments :

1) Nicco Biotech Limited (Susidiary) — — 7,200,000 720.00(ii) Investment in Preference Shares : — — 550,000 550.00

1) Nicco Biotech Limited (Susidiary)C) Other Investments :

(i) Investment in Government of Trust Shares/Securities :1) National Savings Certificate 0.02 0.02

Total 448.64 1,718.64

C.Y. P.Y.

Notes : 1. (a) Aggregate amount of Quoted Investment Rs. 223.55 223.55

(b) Aggregate market value of Quoted Investment Rs. 2,261.52 2,299.45

(c) Aggregate amount of Unquoted Investment Rs. 225.09 1,495.09

2. Net of Provision in carrying amount of non-current-investment: Rs. 709.20 709.20

As at31st March,

2013

As at31st March,


11. LONG TERM LOANS AND ADVANCES :Unsecured & Considered Good Capital Advances 0.87 28.97Other Loans & Advances 265.50 239.68Advance Tax and TDS Receivable 176.66 156.93

Total 443.03 425.58

12. OTHER NON-CURRENT ASSETS :

Unsecured & Considered good

Long Term Trade Receivables 1,409.28 1,257.54Long Term Security Deposit 20.91 116.51 Total 1,430.19 1,374.05


45


31st March,2013

As at31st March,


13. INVENTORIES (Valued at lower of cost and net realisable value)

Raw Materials 631.41 660.41Work-In-Progress 1,629.46 1,974.31Finished Goods 42.82 38.94Store & Spares 189.24 220.28Scrap 37.03 23.99

Total 2,529.96 2,917.93

14. TRADE RECEIVABLES :

UnsecuredDebt Outstanding for a Period exceeding 6 Months from the due dates of paymentConsidered Good 6,319.75 5,582.57Doubtful 319.19 285.82

6,638.94 5,868.39Less : Provision for Doubtful Debts 319.19 6,319.75 285.82 5,582.57Other Debts : (Considered good) 6,818.12 6,710.05

Total 13,137.87 12,292.62

15. CASH AND CASH EQUIVALENTS :

Balance with Banks 1,337.94 189.68Cheques/Draft in Hand — 33.27Cash in Hand 2.58 4.16

Total 1,340.52 227.11

Note : Balance with Bank include fixed deposit maturing within a year lying encumbered againsti) Margin Money against Bank Guarantee 28.28 29.35ii) Escrow Money 1194.22 —

16. SHORT TERM LOANS AND ADVANCES :

UnsecuredAdvance Tax and TDS Receivable (Considered Good) 887.47 779.30Other Loans & AdvancesConsidered Good 833.21 792.72Doubtful 10.00 10.00

843.21 802.72Less : Provision for Doubtful Advance 10.00 833.21 10.00 792.72 Total 1,720.68 1,572.02

16A.OTHER CURRENT ASSETS

Unsecured considered good : Short Term Security Deposit 56.76 42.91

Rent & Other Receivable 52.65 39.05

Total 109.41 81.96

NICCO


46

Notes annexed to and forming part of the Profit & Loss AccountAs at

31st March,2013

As at31st March,

2012


17. REVENUE :

a) Revenue From Operations : Sale of Products (Cables, Conductors & Wires) 23,233.74 24,227.58

Sale of Services (ECD, IRR & Engineering Services) 2,992.26 5,915.92

Other Operating Revenue (Sale of Scrap) 725.81 696.26

26,951.81 30,839.76

Less : Excise Duty 1,907.59 1,948.29

25,044.22 28,891.47

b) Other Income : Interest Income on Fixed Deposit (Gross TDS Rs. Nil, PY Rs. 0.21)

13.98 1.92

Interest Income (Gross TDS Rs. 0.50, PY Rs. 0.47)

5.43 4.73

Dividend Income on Long Term Investments (Trade) 17.55 14.04

Income from House Property 93.00 141.94

Other Income 0.92 21.35

(Net of Directly Attributable Expenses) 130.88 183.98

Total 25,175.10 29,075.45

18. EMPLOYEES’ BENEFIT EXPENSES :

Salaries and Wages 2,426.39 2,298.90

Contribution to PF and Other Funds 408.36 357.68

Staff Welfare Expenses 295.63 279.42

Total 3,130.38 2,936.00

19. FINANCE COSTS :

Interest Expenses 3,592.27 3,077.59

Bank Charges 518.40 601.45

Foreign Exchange Loss on transaction 4.21 5.50

Total 4,114.88 3,684.54


47

Specific Disclosures under Schedule-VI forming part of the Profit & Loss Account

As at31st March,

2013

As at31st March,

2012


20. OTHER EXPENSES :

Power & Fuel 669.97 554.71

Stores & Spares Consumed 202.87 195.87

Packing 256.33 289.41

Repairs – Plant & Machinery 126.08 119.65

Repairs – Building 45.50 37.59

Repairs – Others 28.18 28.63

Carriage & Handling Charges 60.50 40.60

Site Expenses 15.59 36.58

Design & Engineering Expenses 37.39 2.99

Fabrication Charges 11.35 195.30

Erection Charges 84.58 195.89

Civil Sub-Contracting Charges 340.40 606.14

Other Engineering Costs 90.18 62.36

Sales Tax & Commercial Tax 27.33 64.52

Freight & Transport 422.20 341.16

Insurance 68.18 64.89

Rent 42.69 53.81

Rates & Taxes 44.18 25.14

Consultancy Fees 223.28 199.67

Cash Discount 22.97 21.35

Travelling & Conveyance 337.99 352.75

Auditors Remuneration :Audit Fees 6.74 5.52

Taxation Matters 3.70 3.09

Certificate 7.22 4.71

Directors’ Fees 6.00 6.88

Advertisement 4.76 4.89

Provision for Doubtful Debts 77.13 30.00

Loss on Sale of Investments 75.78 —

Miscellaneous Expenses 735.78 843.19

Total 4,074.85 4,387.29

NICCO


48


21. SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS :A. COMPANY INFORMATION

Nicco Corporation Limited (“the Company”) is a domestic public limited company and is listed on the NationalStock Exchange (NSE). The company has two divisions, cable and project, cable being it’s core area ofoperation. The Company enjoys rich heritage among cable manufacturers of this subcontinent and widelyknown among consumers across the length and breath of the country. Notwithstanding stagnant phase overlast few years, the company aspires to re-establish itself in terms of its old vigour in days ahead.

B. SIGNIFICANT ACCOUNTING POLICIES Basis of preparation of AccountsThe Accounts of the company have been prepared in accordance with the historical cost convection (exceptspecifically excluded treatment) under accrual basis of accounting as per Indian GAAP. Accounts anddisclosures thereon comply with the Accounting Standards specified in Companies (Accounting Standard) Rules,other pronouncement of ICAI, provisions of the Companies Act, 1956 and guidelines issued by SEBI as applicable.Indian GAAP enjoins management to make estimates and assumptions that affect reported amount of assets,liabilities, revenue, expenses and contingent liabilities pertaining to years, the financial statement relate to. Actualresult could differ from such estimates. Any revision in accounting estimates is recognized prospectively fromcurrent year and material revision, including its impact on financial statement, is reported in notes to accountsin the year of incorporation of revision.All assets and liabilities have been classified as current or non-current as per the company’s normal operatingcycle and other criteria set out in Revised Schedule VI to the Companies Act, 1956.

(a) (i) FIXED ASSETS: (Tangible)(i) Fixed Assets (except free hold Land) are valued at cost (net of CENVAT) less depreciation/amortization and

impairment loss, if any, except for those revalued which are presented in terms of revalued figures - netof depreciation thereon and impairment loss if any.Land is valued at cost which includes expense on account of development.

(ii) Assets acquired under Hire Purchase are shown under fixed assets and are depreciated at the rate specifiedunder schedule XIV of the Companies Act, 1956.

(iii) Cost includes purchase price, finance charges in case of major expansion or modernisation and otherattributable expenses for bringing the Assets to their working condition for the intended use, duly certifiedby the engineers of the concerned departments.

(ii) FIXED ASSETS: (Intangible)Intangible fixed assets i.e; software is carried at actual cost of acquision including cost incidental thereon - netof amortisation.

(b) DEPRECIATION: 1. Depreciation is considered at the rates and in the manner specified under schedule XIV of the Companies

Act, 1956 as under:(i) Straight Line Method at Kalyani, Baripada divisions and Plant & Machinery in other divisions.(ii) Written Down Value Method at other divisions in case of other assets.

2. Depreciation on additions/deletion during the year is charged on pro rata basis from the date of suchaddition/deletion.

3. In respect of revalued depreciable assets, the differential depreciation on the amounts added onrevaluation is set off against Revaluation Reserve forming part of Capital Reserve.

4. Depreciation on increase in value of assets arising out of variations in the exchange rates, is chargedprospectively over the remaining life of the assets.

5. Leasehold land is amortised over the period of lease.6. Intangible fixed assets i.e; software is amortised over a period of 5 years on straight line basis since the

date of bringing the same in use.(c) IMPAIRMENT OF FIXED ASSETS

Exigency of provisions, if any, for impairment loss has been assessed in the context of cash generating units(CGU) in due cognizance of indications thereof based on external/internal sources of information. Impairmentloss is provided against short fall of recoverable value of CGU’s vis-a-vis written down value of correspondingfixed assets. Recoverable value is the higher of value in use and net selling price of the fixed assets relevantto a CGU. Value in use when found to exceed the written down value of fixed assets of CGU, the exercise offurther ascertaining net selling price therefore has been done away with.

(d) INVENTORIESAll items of inventories are valued at lower of cost and net realisable value except for scrap which is consideredat estimated net realisable value.Cost includes all costs of purchase, conversion and other costs incurred in bringing the inventories to their presentlocation and condition.The basis of determining cost for different categories of inventories:a) Stores, Raw materials and Packing Materials - Weighted average basis.b) Work in Progress and Finished goods - Material cost and appropriate share of production overhead.c) Purchased goods - purchase price.


49


(e) INVESTMENTSLong term investments are stated at cost less provision, if any, against permanent diminution in carrying costof investment. Current investments are carried at lower of cost and Net Asset Value/market price.

(f) REVENUE RECOGNITION1) Sales and services are accounted for when the sale of goods or services are completed on accrual basis.

Sales is net of sales tax/VAT but gross of excise duty.2) All items of income and expenses are recognized on accrual basis unless stated otherwise.3) Export benefits are accounted for on the basis of realization.

(g) RECOGNITION OF PROFIT ON LONG TERM CONTRACTSContract revenue and Contract costs are recognized as revenue and expenses respectively by reference tothe stage of completion of contract activity up to the date of balance sheet when construction contract stagecan be estimated reliably. Expected loss on construction contract, based on possibility of total cost ofconstruction exceeds contract revenue, is recognized as an expense. Stage of completion is arrived at on thebasis of agreed billing schedule vis-a-vis total contract value.

(h) TRANSACTIONS IN FOREIGN CURRENCIESForeign currency assets and outside liabilities (other than fixed assets and those covered by forward contracts)as on the Balance Sheet date are converted at the year end exchange rates and loss or gain arising thereon,is adjusted in the carrying amount of fixed assets or charged to Profit & Loss Account, as the case may be.Transactions in foreign currencies other than those covered by forward contracts, are recorded at the rateprevailing on the date of transaction. Impact of exchange fluctuation between the date of the transactionand that of payment is accounted for separately as exchange gain or loss.

(i) RETIREMENT BENEFITS(i) Defined Contribution Plan -

Provident Fund, Employees Pension and Employees State Insurance are provided on accrual basis. Theaccrued amount being deposited to the respective Trust/Authority.

(ii) Defined Benefit Plan -Gratuity, Leave salary and Superannuation benefit form part of defined benefit plan schemes existing inthe company.The above benefits have been accounted for on the basis of acturial computation under unit projectedcost method in terms of AS - 15 as revised by ICAI.

(iii) Short term benefit Plan -Benefits payable within a year has been accounted for on accrual basis in terms of non discounted value.

(j) GOVERNMENT GRANTSRevenue grants are recognised in the Profit and Loss Account. Capital grants are credited to Capital Reserves.

(k) RESEARCH & DEVELOPMENT EXPENSESResearch and Development Expenditure is charged to profit and loss account in the year of incurrence.

(I) CUSTOM DUTYCustom duty payable on imported goods landed but not cleared are accounted for at the time of clearanceof imported goods through customs.

(m) CONTINGENT LIABILITIESWhere there is reliably estimable amount of present obligation that warrant to be settled as a result of pastevent with possible outflow of resources embodying economic benefit, provision is recognised in accounttherefore.Otherwise no provision is made against contingent liabilities which are disclosed in notes to accounts.

(n) MISCELLANEOUS EXPENDITUREPreliminary expenses are written off in the year in which they are incurred.Share issue expenses and payment made towards Voluntary Retirement Scheme are written off over a periodof 60 months in equal installments.

(o) TAXATIONIncome Tax is provided as per provisions of Income Tax Act, 1961. Deferred tax is recognized only at year endsubject to consideration of prudence on timing difference being the difference between the taxable incomeand accounting income that originate in one year and capable of reversal in one or more subsequentperiod/periods.

(p) INTEREST IN JOINT VENTUREIncome, Expenses & stake in venture the company has undertaken with a third party have been accountedfor in terms of AS - 27 issued by ICAI.

(q) GENERALItems of income, expenses, assets and liabilities not being specifically referred to herein are accounted forconsistently in terms of generally accepted accounting practices in due adherence of Accounting Standardsissued by ICAI and in it’s absence those issued under International Accounting Standards.

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B. NOTES TO ACCOUNTS(Figures have been stated in Rs. in Lacs)

For yearended 31st

March, 2013

For yearended 31stMarch, 2012

(Rs. in Lacs) (Rs. in Lacs)1. Expenditure in Foreign Currency :

Other Matters (Travelling) 5.05 7.48

Total 5.05 7.48

Provisionfor the year,31.03.2013

Provisionfor the year,31.03.2012

(Rs. in Lacs) (Rs. in Lacs)2. Movement of Provisions for Doubtful Debt & Advances :

Opening Balance 285.82 360.95 Addition during the year 77.13 30.00

Sub Total 362.95 390.95 Less : Charged to bad debt 43.76 105.13

Closing Balance 319.19 285.82

For yearended 31st

March, 2013


(Rs. in Lacs) (Rs. in Lacs)3. CIF Value of Import :

Raw Material 690.99 418.47 Component & Spare Parts 17.94 32.33 Capital Goods — 203.35

Total 708.93 654.15

Purchase Consumption

For yearended 31st

March, 2013


For yearended 31st

March, 2013


(Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs)4. Particulars of Major Items of Raw Materials :

Copper 7,737.99 9,233.86 7,804.92 8,974.11 Aluminium 1,004.39 1,039.58 1,004.42 1,037.35 GMS 329.73 291.49 324.22 325.91 PVC 504.95 594.90 501.83 598.47 XLPE Compound 301.52 — 311.76 — Other Raw Materials 2,557.97 2,197.13 2,518.30 2,158.47 Others 282.40 806.05 282.40 816.39

Total 12,718.95 14,163.01 12,747.85 13,910.69


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For yearended 31st

March, 2013


(Rs. in Lacs) (Rs. in Lacs)5. Purchase of Stock-in-Trade :

Stock in Trade (Trading – Alcon + Trading Kolkata) 2,320.95 3,737.93 Total 2,320.95 3,737.93

For yearended 31st

March, 2013


(Rs. in Lacs) (Rs. in Lacs)6. Particulars of Income from Services :

ECD Sales 1,282.29 1,671.91 IRR Services 404.39 259.09 Engineering Services 1,305.58 3,984.91 Total 2,992.26 5,915.92

For yearended 31st

March, 2013


(Rs. in Lacs) (Rs. in Lacs)7. Closing Stock of Work-in-Progress :

Speciality Cables 951.87 1,446.38 Medium Voltage XLPE Cables 92.54 333.56 Project WIP 585.05 569.38 Total 1,629.46 2,349.32

Raw Materials Stores & Components% %

8. (a) Breakup of Consumption for year ended 31.03.2013: Imported 776.29 6.09% 21.08 10.39% Domestic 11,971.56 93.91% 181.79 89.61% Total 12,747.85 100.00% 202.87 100.00%

Imported (743.50) 5.34% (37.07) 18.93% Domestic (13,167.19) 94.66% (158.79) 81.07% Total (13,910.69) 100.00% (195.86) 100.00%

Figures in brackets relates to previous year.

For Yearended

31st March,2013

For Yearended

31st March,2012

(b) Breakup of Sales of Products: Sale of Products (Cables, Conductors & Wires) 23,233.74 24,227.58

As at31st March,

2013

As at31st March,


9. (a) Contingent Liabilities :(a) Contingent Liabilities & Commitments : not provided for

i) Claim against Company not acknowledged as debt 172.53 172.53a) In respect of excise duty disputes pending with various authorities 962.00 945.58b) In respect of Service tax disputes pending with various authorities 436.40 427.38c) In respect of Income Tax under appeal 27.59 27.59d) In respect of Sales Tax under appeal 1,178.76 1,240.11

ii) Guarantees Furnished 11,561.15 9,147.92iii) Guarantees invoked and contested in appeal 535.41 580.08iv) Bills Discounted 344.12 2,320.86

(b) Commitments :Capital Contract remaining to be executed and not being provided for — 33.72

(c) Arrears of dividend on fixed cumulative preference shares 986.15 877.00

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9. (b) Contingent liabilities provided for in terms of AS 29.

Head Opening of Account

OpeningProvision

Provisions madeduring the year

Provisions wthdrawnduring the year

ClosingProvision

Forum where thedispute is pending

Provision for doubtfuladvance

10.00 Nil Nil 10.00 Kerala High Court

10. Sale of finished goods is net of claims etc. relating to earlier periods settled in the current period.

11. Deferred Tax :(a) Recognition of deferred tax asset upto 31.03.2011 on unabsorbed loss & depreciation is attributed to

management affirmation of virtual certainty of future profit evidenced by viability of the rehabilitationscheme under progress for submission to BIFR. However no further addition to deferred tax asset, whatevermay be the contributory of it, has been recognized as measure of abundant prudence after relevant date.

(Rs. in Lacs)As at

31st March,2013

As at31st March,

2012

A. Deferred Tax Assets

Loss & Unabsorbed depreciation 6,407.22 6,687.18Employee related dues 257.09 220.19Provision for Doubtful Debt 103.56 94.92

Sub Total (A) 6,767.87 7,002.29

B. Deferred Tax Liability (Depreciation) 1,129.42 1,202.76

Net Deferred Tax 5,638.45 5,799.53

C. Net deferred tax actually accounted for 5,085.13 5,085.13

D. Deferred Tax liability/(asset) recognised for the year/period Nil Nil

12. (a) Parties in micro and small category under MSMED Act, 2006, have been identified on the basis of disclosuremade by respective parties in their invoices/challans.

(b) Particulars of due to relevant creditors are given hereunder

Particulars As on 31.03.2013

Principal Interest Total

1. The Principal amount and the interest due thereon (to be shownseparately) remaining unpaid to any suppliers as at the end of eachaccounting year

168.85 52.02 220.87

2 Amont of interest paid by the Buyer in terms of Sec 16 of MSMED Act 2006,along with the payment made to the suppliers beyond the appointed dayduring each Accounting year

— NA —

3. The amount of Interest due and payable for the period of delay in makingpayment but without adding the interest under MSMED Act 2006

— 17.91 17.91

4. The amount of Interest accrued and remaining unpaid at the end of eachAccounting year

— 69.93 69.93

5. The amount of further interest remaining due and payable even in thesucceeding years, until such date when the interest dues as above areactually paid to the small enterprise, for the purpose of disallowance asa deductible expenditure under Section 23 of the MSMED Act, 2006.

— NA NA


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13. Segment Report : (Pursuant to AS 17 issued by ICAI)The business segments have been identified based on the nature of products of the Company and accordingly.Cable segment as a business segment for Power Cables and Project as a segment for Turnkey EngineeringProjects have been identified.a) Primary Segment 26,951.81

Rs. in LacsCable

OperationProject Unallocated Total

SEGMENT REVENUE(a) External sales 25,646.23 1,305.58 — 26,951.81

PY 26,854.84 3,984.92 — 30,839.76(b) Inter Segment Sales — — — —

PY — — — —(c) Total Revenue 25,646.23 1,305.58 — 26,951.81

PY 26,854.84 3,984.92 — 30,839.76Less : Excise 1,907.59 — — 1,907.59

PY 1,948.29 — — 1,948.29Net Sales 23,738.63 1,305.58 — 25,044.22

PY 24,906.55 3,984.92 — 28,891.47SEGMENT RESULTGross Profit before Intt. & Depn. 3,409.55 (990.44) 146.37 2,565.48

PY 3,066.27 165.67 238.86 3,470.80Depreciation 546.41 12.42 81.04 639.87

PY 541.60 14.19 104.47 660.26Profit & Loss after Depreciation 2,863.14 (1,002.86) 65.34 1,925.61

PY 2,524.67 151.48 134.39 2,810.54Finance Cost 3,543.76 470.65 100.46 4,114.88

PY 3,044.59 530.25 109.70 3,684.54Current Tax, Deferred Income Tax and Fringe Benefit Tax — — — —

PY — — — —Net Profit from ordinary activities — — (2,189.27)

PY — — (874.02)Less : Extra Ordinary Item (prior period Expenses) — — (313.89)

PY — — (292.50)Net Profit — — — (2,503.16)

PY — — — (1,166.50)Segment Asset 18,285.09 7,574.31 5,463.38 31,322.79

PY 16,710.22 8,033.78 6,618.53 31,362.53TOTAL ASSET (Note 2) — — — 31,322.79

PY — — — 31,362.53Segment Liability 17,389.76 5,799.78 11,634.41 34,823.95

PY 12,214.70 6,020.03 11,893.13 30,127.87TOTAL LIABILITIES — — — 34,823.95

PY — — — 30,127.87CAPITAL EXPENDITURE DURING THE PERIOD 21.86 — — 21.86

PY 195.35 — 0.32 195.67Non Cash Expenditure — — — —

PY — — — —* Relates to unallocated segment.

Note : 1. Liabilities do not include long term loans.2. Revaluation Reserve has been left out of the purview of the Total Asset.3. Unallocated segment results inter alia include depreciation of the erstwhile Kalyani unit upto 31.12.12:

Rs. 64.22 Lacs (Previous Year: Rs. 85.87 Lacs upto 31.03.12) d) PY relates to previous year.

b) Geographical Segment (Secondary Segment)Domestic Sales Rs. 26,951.81 LacsExport Sales Rs. — Lacs

NICCO


54


14. Information on Related parties pursuant to AS 18 issued by ICAIRelated Party disclosures :

(I) Related Parties where control exists :Nicco Biotech Ltd. (Subsidiary) (upto 04.02.2013)

(II) Other related parties in transaction with the Company(a) Associates

Nicco Ventures Ltd. (Formarly Nicco Internet Ventures Ltd.)

Nicco Financial Services Ltd.

Nicco Parks & Resorts Ltd.

Nicco Engineering Services Ltd.

NE Cables Ltd.

Nicco Cables Limited

(b) Key Management Personnel (KMP)Mr. Udayan Ray Managing Director

The following transactions were carried out with related parties in the ordinary course of business.Subsidiary, Joint Venture & Associates and Key Management personnel

Rs. in Lacs Rs. in Lacs Rs. in Lacs

31.03.13 31.03.12 31.03.13 31.03.12 31.03.13 31.03.12

SubsidiaryCompanies

Associates/ SignificantInfluence

KeyManagementPersonnel

Purchase of goods – NESL — — Rs. 9.41 Rs. Nil — —

Remuneration — — — — Rs. 29.61 Rs. 27.87

For rendering of services – NESL — — Rs. 60.07 Rs. 50.78 — —

– NVL — — Rs. 17.07 Rs. Nil — —

Adv. against services – NESL — — Rs. Nil Rs. 36.26 — —

For receiving of services – NBL Rs. Nil Rs. Nil — — — —

Balance at the end of the Period 31.03.13 31.03.12 31.03.13 31.03.12

Payables – NESL — — Rs. 123.12 Rs. 154.51 — —

– NVL — — Rs. Nil Rs. 0.35 — —

Receivables – NE Cables Ltd. — — Rs. Nil Rs. Nil — —

– NBL — — Rs. Nil Rs. Nil — —

– NVL — — Rs. 2.62 Rs. 0.99

Dis investments — Rs.1270.00 — — Rs. 4.99

Investments :

NESL –

(Share Capital — — Rs. 14.67 Rs. 14.67 — —

Nicco Biotech Ltd. — Rs.1270.00 — — — —

Nicco Ventures Ltd. — — Rs. 91.96 Rs. 91.96 — —

Nicco Financial Services Ltd. — — Rs. 25.94 Rs. 25.94 — —

Nicco Financial Services Ltd. (in Debentures) — — Rs. 90.50 Rs. 90.50 — —

Nicco Parks & Resorts Ltd. — — Rs. 120.49 Rs. 120.49 — —


55


15. Employee BenefitsFollowing adjustments relating to employee benefits have been made in these accounts in keeping withAccounting Standard 15 (Revised) issued by the Institute of Chartered Accountants of India.

(a) Expenses under defined contribution plans in terms of following break up has been recognised during the year.Details given below —

Particulars For theyear ended31.03.2013

For theyear ended31.03.2012

Rs. Lakhs Rs. Lakhs

Provident Fund 108.18 95.49Employees Pension Scheme 61.74 63.29Employees State Insurance 49.53 56.16

Total 219.45 214.94

(b) Particulars in respect of post retirement benefit under defined benefit plans:

Description Gratuity Leave Salary Superannuation Total

Reconciliation of Opening fair value ofplanned assets and opening value ofdefined benefit obligation

(Funded)(Rs. Lakhs)

(Non-Funded)(Rs. Lakhs)

(Funded)(Rs. Lakhs) (Rs. Lakhs)

A. Reconciliation of opening and closingbalances of obligation

(a) Obligation as at 1.4.12 926.59 197.11 315.72 1,439.42

(b) Past Service Cost — — — —

(c) Current Service Cost 53.18 26.77 14.51 94.46

(d) Interest Cost 71.64 14.94 24.05 110.63

(e) Actuarial (gain)/loss 142.40 8.13 8.69 159.22

(f) Benefits paid (62.33) (20.68) (30.12) (113.13)

(g) Obligation as at 31.03.13 1,131.48 226.27 332.85 1,690.60

B. Change in Plan Assets (Reconciliation ofopening & closing balances)

(a) Fair Value of plan assets as at 1.4.12 670.46 — 105.91 776.37

(b) Expected return on plan assets 53.64 — 8.47 62.11

(c) Actuarial gain/(loss) 11.60 — (0.82) 10.78

(d) Contributions by the employer 123.67 — 17.74 141.41

(e) Benefits paid (62.33) — (30.12) (92.45)

(f) Fair Value of plan assets as at 31.03.13 797.04 — 101.18 898.22

C. Reconcilliation of fair value of plan assets and present value of defined benefit obligations

(a) Present value of obligation as at 31.03.12 1,131.48 226.27 332.85 1,690.60

(b) Fair Value of plan assets as on 31.03.12 797.04 — 101.18 898.22

(c) Amount recognized in the balance sheet 334.44 226.27 231.67 792.38

D. Expense recognized in the period

(a) Current Service Cost 53.18 26.77 14.51 94.46(b) Past Service Cost — — — —(c) Interest Cost 71.64 14.94 24.05 110.63(d) Expected return on plan assets

gain/(loss)53.64 — 8.47 62.11

(e) Actuarial (gain)/loss 130.80 8.13 9.51 148.44(f) Expenses recognized in the period

(a+b+c–d+e) 201.98 49.84 39.60 291.42

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56


F. Investment Details of Plan Assets

% ageInvested

(a) GOI Securities —

(b) Public Sector Unit Bonds —

(c) State/Central Guaranteed Securities —

(d) Reimbursement right from insurance companies 99.72

(e) Special Deposit Schemes —

(f) Others (including bank balances) 0.28

G. Assumptions(a) Discount rate (per annum) (%) 8.00(b) Estimated rate of return on plan assets

(per annum) (%)8.00

(c) Inflation Rate (%) 6.00(d) Remaining Working Life (in Years) 13.00(e) Method Used Projected unit credit method(f) Mortality factor As per LICI (1994–96) ultimate criteria(g) Staff Turnover 10 per/1000 per annum(h) Super annuation Age At 60 Years

Basis of determination of respected date of return

Return on long term investment in government Bond

16. Information pursuant to As 28.

Cable Divisions at Baripada, Shyamnagar and Project Division constitute three cash generating units (CGU).

Common fixed assets have been apportioned among CGU’s in the ratio of written down value of fixed assetsheld by respective units.

Since value in use, arrived at by way of discounting future cash flow as on date as estimated by managementduring assessed life of plants in terms of technical evaluation for each CGU, exceeds written down value ofassets relevant thereon, no provision for any loss on account of impairment of fixed asset has been made inaccounts thereby also ruling out the cause of ascertaining the net selling price of the assets.

Discount factor @ 12% p.a has been applied for arriving at as on date value of future cash flow which includes2% against risk factors. Certain fixed assets are earmarked for transfer to cable operations at book value forwhich no impairment is deemed necessary for obvious reason.

17. Information pursuant to AS 7 (relates to contracts entered into since 01.04.2003) :

(a) Contract revenue recognized as revenue gross of service tax Rs. 1370.49 Lacs (Rs. 11834.31 Lacs).

(b) Retention amount (forming part of debtors) Rs. Nil Lacs (Rs. 68.10 Lacs).

(c) Due from customers on account of contract work Rs. 5463.27 Lacs (Rs. 1396.23 Lacs).

(d) Aggregate of cost incurred on construction contract Rs. 980.00 Lacs (Rs. 12903.56 Lacs).

(e) Aggregate of profit (Loss) recognized against construction contract Rs. 358.70 Lacs (Rs. 620.37 Lacs) onthe basis of direct cost only.

(f) The amount of advances received Rs. Nil Lacs (nil)

18. Information under As 24.

Further to JFTC manufacturing unit at Kalyani discontinuing it’s operation on 15.07.2002, net fixed assets worthRs. 524.97 lacs (Rs. 589.19 lacs) have been transferred to Shyamnagar unit on 01.01.2013 to add to plant &machinery network of the later. This read with bringing long term loans and advances and trade receivablefor Rs. 46.82 lacs (Rs. 46.82 lacs) and Rs. 337.38 lacs (Rs. 337.38 lacs) under corporate account on relevantdate, discontinued operation ceases to exists on year end.


57


19. (a) Earning Per Share (after consideration of extra ordinary items) :

NCLEarning Per Share (Basic

Year ended31.03.13

Year ended31.03.12

Profit after Tax (Rs. in Lacs) (2503.16) (1166.50)

Less :Preference Dividend 5% (Rs. Lacs) 109.15 109.15

A. Amount used as numerators in calculating basic & diluted earning per share. (2612.31) (1275.65)

Weighted average no. of Equity Share – Basic 114,877,482 111,892,408

Weighted average no. of Equity Share – Diluted 114,877,482 111,892,408

E. Earning Per Share (Basic) (Rs./-) (2.27) (1.14)

F. Earning Per Share (Diluted) (Rs./-) (2.27) (1.14)

(b) Earning Per Share (without consideration of extra ordinary items) :

NCLEarning Per Share (Basic)

Year ended31.03.13

Year ended31.03.12

Profit after Tax (Rs. in Lacs) (2503.16) (1166.50)

Less :Add : Preference Dividend 5% (Rs. in Lacs) 109.15 109.15Add : Extra ordinary items 313.89 292.50Less : Impact of changes in accounting estimation — 714.40

A. Amount used as numerators in calculating basic & diluted earning per share. (2298.42) (268.75)

Weighted average no. of Equity Share – Basic 114,877,482 111,892,408

Weighted average no. of Equity Share – Diluted 114,877,482 111,892,408

E. Earning Per Share (Basic) (Rs./-) (2.00) (0.24)

F. Earning Per Share (Diluted) (Rs./-) (2.00) (0.24)

Pending approval from SEBI of the paid up value of shares poised for allotment to Nicco Restructuring EmployeesTrust Fund, Rs. 301 lacs (previous year Rs. 280 lacs) received from the trust on account of share application has notbeen reckoned by determination of EPS – basic as well as diluted.

20. Following reference to Board of Industrial and Financial Reconstruction under section 15 of Sick IndustrialCompanies (Special Provisions) Act. 1985, the Company has been declared sick vide it’s order dated August23, 2011. Pending further directives in this matter by BIFR, the company continues to operate under CDR.

21. The Board of Directors of the Company has approved an arrangement for Joint Venture between theCompany and Oriental Manufacturers Pvt. Ltd. (OMPL) for formation of a jointly controlled entity for thepurpose of assigning project division therein.

OMPL or it’s subsidiary is to hold majority stake in said newly formed company, the company being proposedfor minority stakeholder therein.

A definitive agreement has been signed with OMPL to that effect. CDR/lendersIBIFR approval bas been soughtfor implementation of the decision. The Company’s proposal in this regard has been taken up with AAIFR.

22. Pursuant to BIFR approval, disposal of equity and preference shares in company’s lone subsidiary book valuingRs. 720.00 lacs and Rs. 550.00 lacs respectively (forming part of non current investment) at a consideration ofRs. 644.22 lacs and Rs. 550.00 lacs, Nicco Biotech Ltd. made their exit on 04.02.2013 from the businesscombination which contributing to loss of Rs. 75.78 lacs towards sale of long term investment. This ruled outthe cause of furnishing consolidated financial statement for current financial year unlike before. Income,expenditure and exceptional expense qualifying for consolidation during the period of business combinationaggregate Rs. 18 lacs, Rs. 52 lacs and Rs. 5 lacs respectively. Fixed assets, other non current assets, currentassets and other current liabilities leaving the business combination at exit point of the subsidiary aggregateRs. 1124 lacs, Rs. 4 lacs, Rs. 32 lacs and Rs. 21 lacs respectively.

There being no subsidiary on the year closing date the question of furnishing particulars under section 212 ofCompanies Act, 1956 does not arise.

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23. Inventories pertaining discontinuing operation written down by Rs. 12.87 Lacs (Rs. Nil Lacs).

24. The preference shares overdue for redemption, are being recommended for restructuring in the DraftRehabilitation Scheme (DRS) shortly being submitted for approval by BIFR. This DRS is being prepared by theoperating agency (Allahabad Bank) in consultation with Ernst & Young.

25. Extra ordinary item relates to finance cost pertaining to earlier year like previous year.

26. a) Approval of Central Government is awaited in respect of remuneration of Managing Director paid underschedule XIII of Companies Act,1956 for which application has already been made.

b) CDR package as followed by the Company being applicable to all banks and Institutional lendersenvisaged liquidation of dues of ARCIL in a measure that does not result in cash outflow of the Company.However, proposal in this regard towards liquidation of dues are yet to materialise except for subscriptionof shares worth Rs. 7.28 crors (including Rs. 4.90 crores towards security premium thereon).

The Company continues to provide interest on residual dues @15% p.a as a measure of abanduntprecaution. Considering above, dues to ARCIL has not been treated as a part of default.

27. Figures in branckets relates to previous period/year.

28. Figures have been expressed in Rs. in lacs and regrouped and rearranged whereever necessary in terms ofcurrent year’s grouping.

29. Schedule 1 to 22 form an integral part of these accounts.

As per our attached Report of even dateFor G. BASU & CO.Chartered AccountantsR. No :- 301174E




N DAS

UDAYAN RAY

RAJIVE KAUL



ChairmanDated, The 10th day of May, 2013NICCO


59