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Directors Report of Nicco Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors submit their Report for the financial year ended 31st March 2015.

STANDALONE FINANCIAL RESULTS

Year ended Year ended PARTICULARS 31.03.2015 31.03.2014 (Rs. in Lakhs) (Rs. in Lakhs)

GROSS REVENUE 11040 24948

PROFIT BEFORE FINANCE COST AND DEPRECIATION 117 1546

LESS : FINANCE COST 4348 4212

LESS : DEPRECIATION 415 618

PROFIT BEFORE TAX (4646) (3284)

LESS : PROVISION FOR TAX — —

PROFIT AFTER TAX (4646) (3284)

STATE OF COMPANY AFFAIRS AS ON 31ST MARCH, 2015

Primary activity of the Company is manufacturing and selling of Speciality Power Cables. The Cable Division registered a gross sales turnover of Rs 92 crores during the year as compared to Rs 205 crores of previous year. The performance badly suffered on account of non-availability of required working capital finance. Due to acute shortage of working capital the Division focused on the business with higher margins with a view to ensure best possible operating results within its available means through its Shyamnagar Plant.

In line with BIFR approval, the sale of the project division had been concluded on 17th June, 2014.

As reported in earlier years, pursuant to BIFR order in its hearing on 23rd August, 2011, your Company had been declared a Sick Industrial Company in terms of Section 3(1)(O) of the Sick Industrial Companies (Special Provisions) Act, 1985. BIFR had appointed Allahabad Bank as an Operating Agency (OA). As per decision in the Joint Lenders' Meeting dated 5th September, 2012 Ernst & Young (E&Y) was appointed for economic viability assessment and development of Draft Rehabilitation Scheme (DRS).

By the year end ie by 31st March,2015, in principle approval of DRS as prepared and circulated by Ernst & Young in May 2013 had been received representing around 85% of the value of the exposures of Secured Lenders. The last approval was received on 17th March 2015. The following developments have since taken place:-

i) Invocation of bank guarantees worth Rs 65 Crores contributed to enhancement of fund based exposure of Banks.

ii) L/C devolvement amount have gone up by Rs 27 Crores vis-a-vis projected at DRS on account of in-sufficient cash generation and virtually no production / sales from January 2015.

The above two developments had necessitated revision of DRS. In terms of direction of BIFR at its hearing on 1st July, 2015 revised DRS after incorporating the actual financial results of the company upto the year ended on 31st March, 2015 and additional liability arising out of devolvement of L/C & BG as stated above have been prepared and submitted to the Operating Agency enabling them to take the same forward.

In the meanwhile the Company had to resort to temporary Suspension of Work at both the manufacturing units at Baripada and Shyamnagar wef 23rd April, 2015 due to acute fund constraint.

DIVIDEND

In view of the loss suffered by the Company and the accumulated losses of the previous years, your Directors cannot recommend any dividend on Preference or Equity Shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchange is enclosed in Annexure A forming part of this Report.

FINANCE

The overall financial result of the Company during the year under review was adversely affected due to working capital constraint which was prevalent throughout the year. The operations suffered for want of funds. The working capital has virtually dried compelling the Company to resort to temporary suspension of work as stated above. It is therefore necessary to get the revised DRS approved by all the lenders and finally by BIFR for its implementation at the earliest and your Company's management is at right earnest striving in this direction.

Status of Defaults in Financing Obligations as on 31st March 2015

1) Redemption of Preference shares:

3,37,000 Preference Shares of Rs.100/- each aggregating to Rs. 3,37,00,000/- issued and allotted by the Company to WBIDC had fallen due. In addition, 18,46,000 Preference Shares of Rs. 100/- each for Rs.18,46,00,000/- issued to TDB had also fallen due. In view of the critical financial position of the Company and as per provisions of Section 55 of Companies Act 2013 (relevant to Section 80 of the Companies Act 1956) the Preference Shares were not redeemed.

2) Overdue Loan (including interest: Term Loan, Sales Tax Loan, Cash Credit etc.)

Rs. (in Lakhs)

a) IPICOL — : 290.98

b) TDB — Loan : 544.30

Royalty : 232.87

c) India SME Asset Reconstruction Co. — : 630.76

d) SREI — : 1289.29

e) WB Govt. : 1304.48

f) WBIDC : 299.41

g) ARCIL : 966.86

h) Consortium Banks : 9914.41

i) REL Utility Engineers Ltd : 185.33

15658.69

All categories of employees of the Company are continuing to subscribe in Equity Shares of the Company through Nicco Restructuring Employees' Trust Fund (NRETF) by deduction of 10% of their Salary.

Allottment of 50,00,000 Equity Shares of Rs 2/- each for cash at par aggregating to Rs 1,00,00,000/- to NRETF is pending approval of Stock Exchange.

BOARD AND COMMITTEE MEETINGS

Five Board Meetings were convened and held during the year.

The Board has constituted an Audit Committee with Mr Narottam Das as Chairman and Mr Prabir Chakravarti, Mr Sujit Poddar and Mr Manash Chakraborty as Members. However the nomination of Mr Manash Chakraborty by Asset Reconstruction Company (India) Ltd., as Nominee Director of the Company and consequently as member of the Audit Committee has been withdrawn with effect from 10th April, 2015. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and sub-section (5) of section 134 of the Companies Act, 2013, your Directors confirm that—

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

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

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO THE FINANCIAL STATEMENTS

Your Company's Statutory Auditors, Messrs G Basu & Co., Chartered Accountants, Kolkata, were appointed at the 31st Annual General Meeting held on 29th September, 2014 and shall hold office until the conclusion of the forthcoming Annual General Meeting and being eligible are recommended for re-appointment at the forthcoming Annual General Meeting and the authority be given to the Board to fix their remuneration.

The Company has received the consent/confirmation of Messrs G Basu & Co for their re-appointment as statutory auditors and a certificate from them to the effect that their re-appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014 and that they are not disqualified for re-appointment.

As required under clause 41 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The notes on accounts referred to in the Auditor's Report are self-explanatory and therefore, do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013, and the rules made there under, Mr. P.V. Subramanian (C.P. No.- 2077; ACS- 4585), Company Secretary in Whole-time Practice, was appointed as the Secretarial Auditor of the Company for the Financial Year 2014-15. The report of the Secretarial Auditor is enclosed as Annexure I. The report is self-explanatory and do not call for any further comments.

RELATED PARTY TRANSACTION

All transactions entered with Related Parties during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and may be accessed at the link http://www.niccogroup.com/related-party-transactions- policy.

RISK MANAGEMENT & MITIGATION

The Company has identified various risks faced by the Company from different areas. The Company already has a Risk Management Framework for laying down procedures to inform the Board members about the risk assessment and minimization procedures. The Board has adopted a risk management policy for identification of elements of risk in consultation with various functional heads to identify, assess and mitigate the major areas of risk associated with the business of the Company. Appropriate structures are present so that risks are inherently monitored and controlled. Risk identification, risk assessment and risk treatment procedures for all functions of the Company are reviewed on an ongoing basis.

The Audit Committee and the Board reviews the Risk Management Framework on regular basis.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Narottam Das, Mr. Prabir Chakravarti, Mr. Sujit Poddar, Dr Dilip Kumar Datta, Mr. Tapan Chaki, Mr Sanjay Kumar Bansal and Dr Sourendranath Ghosal, Independent Directors of the Company have confirmed that they fulfill all the conditions of Independent Directorship as laid down in section 149 of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board at its meeting held on 19th May, 2015.

INTERNAL FINANCIAL CONTROLS

Your company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliances. Internal Financial Control systems and procedures are commensurate with the company's size and nature of business. The objective of these procedures is to ensure efficient use and protection of the company's resources, accuracy in financial reporting and compliance of statutes and company procedures.

The existing system ensures orderly and efficient conduct of its business including adherence to company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Internal Financial Control systems and procedures and their effectiveness are monitored by the Audit Committee of the Board of Directors of the Company on a periodic basis.

DIRECTORS

Appointment & Cessation

Dr Tridibesh Mukherjee resigned from the Board of Directors with effect from 15th September, 2014. Your Directors place on record their appreciation for the valuable services rendered to the Company by Dr Tridibesh Mukherjee during his tenure as Director of the Company.

Mr Sanjoy Bhattachaya resigned from the Board of Directors with effect from 15th September, 2014. Your Directors place on record their appreciation for the valuable services rendered to the Company by Mr Sanjoy Bhattachaya during his tenure as Director of the Company.

On account of health grounds, Mr Swapan Kumar Mukherjee has resigned as Managing Director of the Company at the Board Meeting of the Company held on 19th May, 2015 and he would be released on the close of business hours of 30th September, 2015. Your Directors place on record their appreciation for the valuable services rendered to the Company by Mr Swapan Kumar Mukherjee during his tenure as Managing Director of the Company.

On the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at its Meeting held on 13th August, 2015 has appointed Mr Kartick Kumar Chatterjee as an Additional Director of the Company with effect from 28th September, 2015. Mr Kartick Kumar Chatterjee holds Office as a Director of the Company till the date of the ensuing Annual General Meeting. The Company has received a Notice in writing with the requisite deposit from a Member in terms of Section 161 of the Companies Act, 2013, signifying his intension to propose the appointment of Mr Kartick Kumar Chatterjee as a Director of the Company at the forthcoming Annual General Meeting.

The Board of Directors of the Company at its Meeting held on 13th August, 2015 has appointed Mr Kartick Kumar Chatterjee as a Managing Director & CEO of the Company for a period of three years with effect from 1st October, 2015 to 30th September, 2018 subject to the approval of the Members of the Company in General Meeting and such other approvals / clearances as may be required. The Board of Directors of the Company at its Meeting held on 29th September, 2014 appointed Mr Sanjay Prakash Bansal as an Additional Director designated as Independent Director of the Company with effect from 29th September, 2014 pursuant to the provisions of section 161(1) of the Companies Act, 2013 and Article 124 of the Articles of Association of the Company.

Mr Sanjay Prakash Bansal resigned from the Board of Directors with effect from 12th August, 2015. Your Directors place on record their appreciation for the valuable services rendered to the Company by Mr Sanjay Prakash Bansal during his tenure as Director of the Company

The Board of Directors of the Company at its Meeting held on 29th September, 2014 appointed Dr Sourendra Nath Ghosal as an Additional Director designated as Independent Director of the Company with effect from 29th September, 2014 pursuant to the provisions of section 161(1) of the Companies Act, 2013 and Article 124 of the Articles of Association of the Company Dr Ghosal holds Office as Director of the Company upto the date of the ensuing Annual General Meeting.

The Company has received a Notice in writing along with the requisite deposit from a Member in terms of Section 160(1) of the Companies Act, 2013, signifying his intension to propose the appointment of Dr Sourendra Nath Ghosal as a Director of the Company at the forthcoming Annual General Meeting.

Dr Ghosal is an Independent Director of the Company pursuant to Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

Sub-section (10) of Section 140 of the Companies Act, 2013, provides that Independent Directors shall hold office for a term of five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company.

Sub-section (11) states that no Independent Director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub sections (6) and (7) of Section 152 shall not apply to such Independent Directors.

Accordingly, Dr Sourendra Nath Ghosal being eligible is proposed to be appointed as Non-Executive (Independent) Director for a term of five consecutive years on the Board of Directors of the Company

Asset Reconstruction Company (India) Limited (ARCIL) had withdrawn the Nomination of Mr Manash Chakraborty as its Nominee Director with effect from 10th April, 2015. Your Directors place on record their appreciation for the valuable services rendered to the Company by Mr Manash Chakraborty during his tenure as Director of the Company.

Mr Niraj Kela and Ms Pallavi Priyadarshini Kaul, retire by rotation at the forthcoming Annual 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 areas and names of Companies in which they hold Directorships and Memberships / Chairmanships of Board / Committees, as stipulated under clause 49(VIII)(E) of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the 32nd Annual General Meeting of the Company.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The remuneration policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior. management.

The remuneration policy is in consonance with the requirements of section 178 of the Companies Act, 2013 and Rules thereto and the existing industry practice

The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc., are summarily given hereunder :

* The Board Member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, governance, academics, technology, human resources, social responsibilities, finance, law etc., and in such other areas as may be considered relevant or desirable to conduct the Company's business in a holistic manner.

* Independent director shall be person of integrity and possess expertise and experience and/or someone who the Committee/ Board believes could contribute to the growth/philosophy/strategy of the Company.

* In evaluating the suitability of individual Board Members, the Nomination & Remuneration Committee takes into account many factors, including general understanding of the Company's business dynamics, global business, social perspective, educational and professional background and personal achievements.

* Director should possess high level of personal and professional ethics, integrity and values. He should be able to balance the legitimate interest and concerns of all the Company's stakeholders in arriving at decisions, rather than advancing the interests of a particular constituency.

* Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He must have the aptitude to critically evaluate management's working as part of a team in an environment of collegiality and trust.

* The Committee evaluates each individual with the objective of having a group that best enables the success of the Company's business and achieve its objectives.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

Your Company has no employee of the category as specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are provided in Annexure - B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loan or guarantee or has not made any investments under section 186 of the Companies Act, 2013 during the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under provisions of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - C, which is annexed hereto and forms part of the Directors' Report.

RESEARCH AND DEVELOPMENT

The R&D Centre of the Company has been focussing on development of products and cost effective compounds for specialized cables and Electron Beam Irradiated Cables. The Company has successfully developed Air Craft Carrier Cable and Pressure Tight Cable for the Submarine Development Programme for Indian Navy. Besides the above the cable for solar energy has been taken up for development. Also battery cable for automobile has been developed pending final approval from the relevant authority.

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 forms part of the Annual Report 2014-15 along with the Auditors' statement on its compliance (Annexure D).

COMPLAINTS RECEIVED BY THE SEXUAL HARASSMENT COMMITTEE

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. No complaints received during the year and no complaints were pending to be resolved as on 31.03.2015.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

In compliance with the Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors of the Company was held on 11th February, 2015 to review and evaluate the performance of the Non-Independent Directors, the Board as a whole and of the Chairman of the Company taking into account the views of the executive directors and non-executive Directors; to assess the quality, quantity and timeliness of flow of information between the Company management and the Board and also to review the overall performance of the Board.

The Board of Directors of the Company at its Meeting held on 13th February, 2015 has evaluated the performance of all Independent Directors individually and found them un-biased, constructive, beneficial and adding value to the cause of the Company.

WHISTLE BLOWER POLICY (Vigil Mechanism)

Pursuant to section 177(9) of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances to deal with unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The policy was approved by the Board of Directors of the Company at its meeting held on 14th August, 2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner. The policy has also been uploaded on the website of the Company at the link http://www.niccogroup.com/Financial Results/Nicco Corporation Limited/ Vigil Mechanism.

FUTURE PROSPECTS

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

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:- Mr Swapan Kumar Mukherjee, Managing Director, Mr Prasanta Pandit, CFO and Mr Indranil Mitra, General Manager & Company Secretary.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in the Form MGT - 9 forms part of this report in Annexure - II.

CAUTIONARY STATEMENT

Statements in the Directors' Report in regard to projections, estimates and expectations have been made in good faith. Many unforeseen factors may come into play and affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook. Industry information contained in this Report, have been based on information gathered from various published and unpublished reports and their accuracy, reliability and completeness cannot be assured.

COST AUDITORS

Pursuant to the directives of the Central Government M/s S Roy Choudhury & Co., Cost Accountants, have been appointed to conduct Cost Audits relating to cables manufactured by the Company.

ACKNOWLEDGEMENT

Your Directors wish to record their sincere appreciation of the efforts put in by all the employees and their commitment during the year in a very difficult and uncertain time which the Company is passing through. Your Directors also take this opportunity to acknowledge the cooperation and assistance of Banks, Financial Institutions, Technology Development Board, Government of India, Government of West Bengal, WBIDC and BIFR. Finally, your Directors owe their gratitude to all the Shareholders and Debenture Holders for their continued support to the Company.

On behalf of the Board of Directors

Place : Kolkata RAJIVE KAUL SWAPAN KUMAR MUKHERJEE Dated, the 13th day Chairman Managing Director of August, 2015


Mar 31, 2014

Dear Members,

The Directors present herewith their Report together with the Audited Accounts of your Company for the year ended 31st March 2014. ''

A. FINANCIAL RESULTS & APPROPRIATIONS (Rs. Lakhs)

2013-14

Gross Revenue : 24948

Gross Profit/(Loss) for the year : 1547

Less: Depreciation : 618

Profit/Loss after depreciation : 929

Less: Finance cost- : 4213

Profit/(Loss) before Tax : (3284)

Considering the critical financial position of the Company, the performance of Cables Division of your Company can be rated as satisfactory. Operating profit i.e. profit before Finance Cost, Depreciation and Tax of Cables Division during the year under review was Rs 24.49 crores. The performance of Project Division could not be improved due to lack of order as it is difficult to meet the qualification criteria in most tenders owing to your Company''s negative net worth. The division thus suffered due to its inability to participate in most public tenders of PSUs and Government bodies. Project Division incurred a loss of Rs 9.02 crores before Finance Cost, Depreciaion and Tax. The division has now been sold with effect from 17th June, 2014 to the eligible bidder as per recommendation of Asset Sale Committee (ASC) constituted by the Board for Industrial and Financial Reconstruction (BIFR).

As earlier reported, pursuant to BIFR order in its hearing on 23rd August, 2011, your Company had been declared a Sick Industrial Company in terms of Section 3(l)(0) of the Sick Industrial Companies (Special Provisions) Act, 1985. BIFR had appointed Allahabad Bank as the Operating Agency (OA). As per decision in the Jt. Lenders'' Meeting dated 5th September, 2012, Ernst & Young (E&Y) had been appointed for economic viability assessment and development of Draft Rehabilitation Scheme (DRS). DRS, as prepared by E&Y had been circulated to all the secured lenders. BIFR had directed the Operating Agency (OA) to hold a Jt. Lenders'' Meeting to sort out issues of Secured Lenders in relation to settlement of their dues as incorporated in the DRS. In the Jt. Lenders'' Meeting (JLM) held on 6th November 2013 and 25th June, 2014, status of approval of DRS by various lenders was reviewed. Allahabad Bank as OA emphasised the urgent need of approval of DRS and requested all the Lenders to obtain their internal approval. Your Company is. pursuing with all the Secured Lenders for their approval of DRS. Allahabad Bank has accorded their approval with some modifications to the DRS.

BIFR in its hearing on 9th October, 2013 had constituted two ASC''one for dealing with Sale of Project Division arising out of AAIFR Order and the other one for Sale of a few old Cars. Process of Sale had been undertaken by both ASCs, through publication of Tender Notice in newspapers on 10th February, 2014. Both Sales have now been concluded.

B. DIVIDEND

In view of the loss suffered by the Company and the accumulated Josses of the previous years, your Directors cannot recommend 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 enclosed in Annexure A forming part of this Report.

D. FINANCE

The overall financial result of the Company during the year under review was adversely affected due to working capital constraint which was prevalent throughout the year. The operations suffered for want of funds. Accordingly the Management initiated the following 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. However, the management actions yielded some results to contain the operational loss to the present level. Delay in hiving off of Project Division had compounded the problem. The working capital position in the current year would be far more critical due to continuing losses. It is therefore necessary to get the DRS approved by all the lenders and finally by BIFR for its implementation at the earliest and your Company''s management is at right earnest striving in this direction.

The installment payments for redemption of 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 are being addressed in the DRS. Out of the fresh funds mobilized by issue of Equity Shares to Nicco Restructuring Employees'' Trust Fund (NRETF), the Company was able to make available some funds for much needed Capital Expenditure. Additional capex requirements and source of funding have been considered in DRS prepared by E&Y. Incidentally it may be mentioned that the employees of the Company are continuing to subscribe in Equity Shares of the Company through NRETF by deduction of 10% of their Salary.

During the year your Company has issued and allotted 60,00,000 Equity Shares of Rs 21- each for cash at par aggregating to Rs 1,20,00,000/- to NRETF in accordance with the CDR approval.

E. PROJECT DIVISION

As earlier stated, Project Division of your Company has been sold to the eligible Bidder named "Oriental Nicco Projects Pvt. Ltd." with effect from 17th June, 2014 along with 104 employees at a consideration of Rs 9.51 crores. This sale was on the basis of a "Going Concern" on an "As is where is basis" which interalia included four on-going Projects.

F. FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the period under review, as such there are no outstanding of overdue deposits as on 31st March, 2014.

G. SUBSIDIARY

Your Company has no subsidiary as on 31st March, 2014.

H. ENERGY CONSERVATION

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

I. RESEARCH AND DEVELOPMENT

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

J. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

K. 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 forms part of the Annual Report 2013-14 along with the Auditors''statement on its compliance (Annexure C). ''

L. TOTAL QUALITY AND ENVIRONMENT MANAGEMENT

Your Company''s factories at Shyamnagar 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 maWained through periodic Internal Audit by a team of trained Internal Auditors and by Re-Certification/Surveillance Audits conducted by Indian Register of Quality Systems (IRQS).

M. FUTURE PROSPECTS

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

N. DIRECTORS

Mr Manash Chakraborty, Group Head, Asset Reconstruction Company (India) Ltd. (ARCIL) was appointed as an Additional Director of the Company pursuant to the provisions of section 161(1) of the. Companies Act, 2013 and Article 124 of the Articles of Association of the Company with effect from 12th February, 2014, as the Nominee Director of ARCIL, Mr Manash Chakraborty . holds office as Director of the Company upto the date of the ensuing Annual General Meeting. The Company has received a Notice in writing along with the requisite deposit from a Member, in terms of Section 160(1) of the Companies Act, 2013, signifying '' his intention to propose the appointment of Mr Manash Chakraborty, as a Director of the Company at the forthcoming Annual General Meeting.

On the recommendation of the Compensation & Remuneration Committee, the Board of Directors of the Company at its Meeting held on 24th September, 2013 had appointed Mr Swapan Kumar Mukherjee as an Executive Director (Non-Board appointment) of the Company with effect from 26th September, 2013.

Mr Udayan Ray had crossed the normal retirement age of 60 years and he had expressed his desire not to offer himself for appointment for a fresh term as the Managing Directors CFO of the Company on expiry of his term on 31st March, 2014. He was appointed as a Director as well as Non Executive Vice Chairman of the Company with effect from 1st April, 2014.

Your Directors place on record their appreciation for the valuable services rendered to the Company by Mr Udayan Ray during his tenure as Managing Director & CFO of the Company.

On the recommendation of the Compensation & Remuneration Committee, the Board of Directors of the Company at its Meeting held on 12th February, 2014, had appointed Mr Swapan Kumar Mukherjee, as an Additional Director of the Company with effect from 1st April, 2014. Mr Swapan Kumar Mukherjee holds Office as a Director of the Company till the date of the ensuing Annual General Meeting. The Company has received a Notice in writing with the requisite deposit from a Member, in,terms of Section 161 of the Companies Act, 2013 signifying his intention to propose the appointment of Mr Swapan. Kumar Mukherjee, as a Director of the Company at the forthcoming Annual General Meeting.

The Board of Directors of the Company at its Meeting held on 12th February, 2014, appointed Mr Swapan Kumar Mukherjee as a Managing Director of the Company for a period of three years with effect from 1st April, 2014 to 31st March, 2017 subject to the approval of the Members of the Company in General Meeting and such other approvals/clearances as may be required.

An abstract of the terms of appointment and remuneration payable to Mr Swapan Kumar Mukherjee was dispatched to the '' Members under section 302 of the Companies Act, 1956. ''

The Board of Directors of the Company at its Meeting held on 14th August, 2014, appointed Mr Tapan Chaki as an Additional Director of the Company with effect from 14th August, 2014, pursuant to the provisions of section 161(1) of the Companies Act, 2013 and Article 124 of the Articles of Association of the Company. Mr Tapan Chaki holds Office as Director of the Company up j to the date of the ensuing Annual General Meeting.

The Company has received a Notice in writing along with the requisite deposit from a Member, in terms of section 160(1) of the : Companies Act, 2013, signifying his intention to propose the appointment of Mr Tapan Chaki as a Director of the Company at the

forthcoming Annual General Meeting. ,

Mr Chaki is an Independent Director of the Company pursuant to section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchange, ¦

The Companies Act, 2013 provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective April 01,2014) provides that Independent Directors shall hold office for a term of five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-section (11) states that no Independent Director shall be eligible for more than two consecutive terms of five years. Sub- section (13) states that the provisions of retirement by rotation as defined in sub sections (6) and (7) of Section 152 shall not apply to such Independent Directors.

Accordingly, Mr Narottam Das, Mr Prabir Chakravarti, Mr Sujit Poddar, Dr Dilip Kumar Datta and Mr Tapan Chaki being eligible are proposed to be appointed as Non-Executive (Independent) Directors for a term of five consecutive years on the Board of Directors of the Company.

As per Section 149(13) of the Companies Act, 2013, the provisions in respect of retirement of Directors by rotation shall not be applicable to appointment of Independent Directors.

Your Company has five Independent Directors in terms of Section 149(6) of the Companies Act, 2013. Therefore the number of Non-Independent Directors, who shall be counted for the purpose of retirement of Directors by rotation stands at nine including two Directors nominated by the lenders in which case one third of the nine Directors comes to three.

Accordingly, Mr Rajive Kaul, Mr Sanjoy Bhattacharya and Dr Tridibesh Mukherjee, retire by rotation at the forthcoming.Annual 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 areas and names of Companies in which they hold Directorships and Memberships/Chairmanships of Board/Committees, as stipulated under clause 49(1V)(G) of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the 31st Annual General Meeting of the Company.

O. EXPORTS

During the year under review there has been no export. .

P. DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and in respect of the annual accounts for the year under review, your Directors hereby 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 and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year ended 31 st March, 2014 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 accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

Q. PARTICULARS OF EMPLOYEES

Your Company did not employ any person whose particulars are required to be attached to this Report under Rule 5 of the . Companies (Appointment & Remuneration) Rules, 2014.

R. 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, President (Corporate Affairs &

Legal), Mr Prasanta Pandit, Chief Financial Officer 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 Listing Agreement, SEBI (Prohibition of Insider Trading) Regulations, 1992 and Section 2(30) of the Companies Act, 1956.

S. AUDITORS

The Statutory Auditors of your Company M/s G Basu & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting 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.

T. AUDITORS'' REPORT

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

U. COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of section 233B of the Companies Act, 1956, M/s S Roy Choudhury & Co., Cost Accountants, have been appointed to conduct Cost Audits relating to cables manufactured by the Company. Their remuneration needs to be fixed.

V. ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors

Place: Kolkata . RAJIVE KAUL SWAPAN KUMAR MUKHERJEE

Dated, the 14th day of August, 2014 Chairman Managing Director


Mar 31, 2013

The Directors present herewith their Report together with the Audited Accounts of your Company for the year ended 31st March 2013.

A. FINANCIAL RESULTS & APPROPRIATIONS (Rs. Lakns)

2012-13

Gross Turnover 26952

Gross Profit/(Loss) for the year 2566

Less: Depreciation 640

Profit/Loss after depreciation 1926

Less : 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 profit before Interest, Depreciation and Tax of Cables Division had registered an increase over 4% during the financial year. The performance of Project Division suffered serious setback due to lack of order as it is difficult to meet the qualification criteria in most tenders due to your Company''s negative net worth. The division thus suffered due to its inability to participate in most public tenders of PSUs and Government bodies. Your Company had moved a Miscellaneous Application (MA) with BIFR for formation 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 the total Draft Rehabilitation Scheme (DRS) package instead of piecemeal proposals. Your Company thereafter moved an appeal with AAIFR, since time was considered as the essence for such strategic alliance. AAIFR hearing is still pending. As a result of all these factors your Company suffered losses of Rs. 2503 lacs during the year under review. The working capital position continued to remain short and critical throughout the year. The situation had further worsened due to continuous repayment of loans as per the CDR scheme. Owing to the high debt burden, finance cost had further increased. The interest cost was the major element of cost and had off-set the savings achieved in operations and other fixed cost. The major challenge in the current year would be to restrict further increase in finance cost though this would be difficult until BIFR approves the DRS.

In response to the application filed before BIFR, your Company had been declared sick by the order dated 7th September 2011 and Allahabad Bank has been appointed as the Operating Agency (OA) for your Company to work out the DRS package for submission to BIFR. In the joint lenders meeting held on 5th September 2012 Ernst & Young (E&Y) was appointed to study the viability and assist OA and the Company to prepare a DRS Package. E&Y submitted their report along with the DRS. 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 cannot recommend 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 Exclunge is enclosed in 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 Company initiated 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 operational loss to the present level. Further delay in the decision of hiving off of Project Division by BIFR compelled your Company to succumb to a higher loss compared to the last year. The working capital position in the current year would be far more critical due to the past losses. It is therefore necessary to get the DRS approved by BIFR and impjemented at the earliest and your Company''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 are being addressed in the DRS. As per approval of BIFR, 5,50,000 of Preference Shares of Rs.100 each and 72,00,080 Equity Shares of Rs.10 each of Nicco Biotech Limited, a subsidiary of NCL had been sold in the current year. The proceeds amounting to Rs. 11.94 crore have been kept in a ''no lien deposit account'' with Allahabad Bank. The disbursement of the said money would be done as per the direction of BIFR. Out of the fresh funds mobilized by issue of Equity Shares to Nicco Restructuring Employees Trust Fund (NRETF), the Company as per CDR scheme expended some funds for much needed Capital Expenditure. 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 21- each for cash at par aggregating to Rs 2,20,00,000/- to NRETF in accordance with the CDR Approval.

E. FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the period under review, as such there are no outstanding of overdue deposits 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 Biotech Limited, your Company has no subsidiary as on 31st March, 2013 as such attachment of accounts of subsidiary Company as 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 forms part 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 through periodic Internal Audit by a team of trained Internal Auditors and by Re-Certification/Surveillance Audits conducted by Indian Register 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 of the 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 forthcoming Annual 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 areas and names of Companies in which they hold Directorships and Memberships/Chairmanships of Board/Committees, as stipulated under clause 49(IV)(G) of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the 30th Annual General 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 and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the 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 accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting 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.

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 (Corporate Affairs & 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 Listing Agreement, 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 General Meeting 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 hence do 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/s S Roy Choudhury & Co., Cost Accountants, have been appointed to conduct Cost Audits relating to cables manufactured by the Company.

U. ACKNOWLEDGEMENTS

Your Directors wish to record their sincere appreciation of the efforts put in by all the employees and their commitment during the year. Your Directors also take this opportunity to acknowledge the cooperation and assistance of Banks, Financial Institutions, 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 to the Company.

On behalf of the Board of Directors

Place : Kolkata RAJIVE KAUL UDAYAN RAY

Dated, the 12th day of August, 2013 Chairman Managing Director


Mar 31, 2012

The Directors present herewith their Report together with the Audited Accounts of your Company for the year ended 31st March 2012.

A. FINANCIAL RESULTS & APPROPRIATIONS (Rs. Lakhs)

2011-12 2010-11

Gross Turnover : 30840 30755

Gross Profit/(Loss) for the year : 2862 1328

Less: Depreciation : 660 706

Profit/Loss after depreciation : 2202 622

Less : Interest : 3370 2736

Profit/(Loss) before Tax : (1168) (2114)

Add : Deferred Tax Asset : - 573

Net Profit/(Loss) after Tax : (1168) (1541)

The initiatives taken by your Company for enhancement of productivity, cost reduction and selective up-gradation of plant & machinery had yielded result. The Cable Division registered a growth in turnover of 17.75% during the year in spite of the critical working capital position. The turnover of the Project Division drastically fell primarily due to its inability to paticipate in public tenders of PSUs since the negative net-worth companies were not eligible to participate in such tenders. As a result the division hardly received any order during the year. The working capital position continued to remain critical throughout the year. On the contraiy, the situation had further worsened owing to commencement of repayment of loan as per the CDR scheme. Owing to the high debt burden, interest cost has increased by 9%. The interest cost is likely to further increase in the current year unless another restructuring of finances is carried out.

In response to the application filed before BSFR, your Company has been declared sick by the order dated 7th September 2011. Allahabad Bank has been appointed as the Operating Agency for your Company to work out the Debt Restructuring Scheme (DRS) package for submission to BIFR. Your Company had signed a definitive agreement for a Joint Venture with M/s Oriental Manufacturers Pvt Ltd (Oriental) for transfer of Project business to a separate SPV and the same has been approved by you. Oriental or it's subsidiary is to hold majority stake in the said newly formed Company, and your Company being the minority stakeholder therein. Your Company's proposal in this regard has been taken up before AAIFR.

B. DIVIDEND

In view of the loss suffered by your Company and the accumulated losses of the previous years, your Directors do not recommend 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 enclosed in Annexure A.

D. FINANCE

The factors mentioned earlier coupled with acute shortage of finance, the financial results of your Company did not show much of improvement. The instalment payments for Preference Shares of WBIDC had fallen due. Due to inability to pay the instalment, your Company submitted restructuring proposal to WBIDC, which is yet to be approved. TDB has approved a package but unfortunately it is not in line with CDR package. The shortage of working capital was a major issue during the year. Out of the funds mobilized by sale of investments, your Company as per CDR scheme earmarked some funds for much needed Capital Expenditure. With the earmarked fund your Company could revamp the wire-drawing section. Additional capex . requirements and source of funding would be considered in DRS. .

The arbitration award in respect to the dispute with M/s Prysmian has gone against your Company. Your Company is exploring . legal possibilities for establishing the counter claims. However the additional liabilities arising from the arbitration award has been provided for in the books of accounts under review.

E. FIXED DEPOSITS

The balance unclaimed deposit as on 31st March, 2011, of Rs. 0.30 lakhs was deposited with Investor's Education and Protection Fund during the year.

F. SUBSIDIARY

The notes on your Company's subsidiary M/s Nicco Biotech Ltd. may be read along with the Consolidated Financial Statements enclosed with the Accounts, prepared in accordance with Accounting Standard 21. The Ministry of Corporate Affairs, by General Circular No. 2/2011 dated 8th February, 2011 has granted general exemption from the provisions of Section 212(1) of the Companies Act, 1956 relating to the attachment of the accounts of its subsidiary to the holding Company's Accounts. Shareholders so desiring the Annual Accounts of your Company's subsidiary may obtain the same upon request. The report and accounts of the subsidiary M/s Nicco Biotech Ltd. will be kept for inspection at your Company's registered office. Further, the report and accounts of the subsidiary company will also be available at your Company's website, www.niccogroup.com.

Nicco Biotech Limited has achieved a total income of Rs. 14.88 lakhs in 2011-12 as against Rs. 14.44 lakhs in 2010-11. The net loss after tax has been Rs. 110.30 lakhs (Rs. 39.84 lakhs in 2010-11).

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 forms part of the Annual Report 2011-12 along with the Auditor's statement on its compliance (Annexure C).

K. TOTAL QUALITY AND ENVIRONMENT MANAGEMENT

Your Company's factories at Shyamnagar 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 through periodic Internal Audit by team of trained Internal Auditors and by Re-Certification/Surveillance Audits conducted by Indian Register of Quality System (IRQS).

L. FUTURE PROSPECTS

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

M. DIRECTORS

Mr Tridibesh Mukherjee, Mr Sanjoy Bhattacharya, Ms Pallavi P Kaul and Mr Narottam Das retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr Niraj Kela, Director (F&A) of Technology Development Board (TDB) was appointed as an Additional Director of your Company with effect from 9th July, 2012, as the Nominee Director of TDB in place of Mr Rajiv Srivastava. Your Directors place on record their appreciation for the valuable services rendered to the Company by Mr Rajiv Srivastava during his tenure as Nominee Director of the Company.

Mr Niraj Kela holds Office as Director of your Company upto the date of the ensuing Annual General Meeting. Your Company has received a Notice in writing along with the requisite deposit from a Member, in terms of Section 257 of the Companies Act, 1956, signifying his intention to propose the appointment of Mr Niraj Kela, as a Director of your Company at the forthcoming Annual General Meeting.

On the recommendation of the Compensation & Remuneration Committee, the Board of Directors of your Company at its Meeting held on 31st July, 2012, re-appointed Mr Udayan Ray as Managing Director & CFO of your Company for the period from 1st October, 2012 to 31st March, 2014 on the terms and conditions, subject to your approval in the General Meeting and such other approvals/clearances as may be required.

An abstract of the terms of appointment and remuneration payable to Mr Udayan Ray as Managing Director & CFO of your Company and the Memorandum as the nature of concern and interest of Directors with said appointment as required under section 302 of the Companies Act, 1956 are given in the Explanatory Statement of the Notice convening the 29th Annual General Meeting.

No other Director is in any way concerned or interested in the said appointment and payment of remuneration to Mr Udayan Ray.

A brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of Companies in which they hold Directorships and memberships/Chairmanships of Board/Committees, as stipulated under clause 49(IV)(G) of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the 29th Annual General Meeting of your Company.

Your Directors express their profound grief on the sad demise of Mr D N Bhattachrjee on 7th March, 2012.

The Board place on record its deep sense of appreciation for the valuable contributions made by Mr D N Bhattacharjee during his tenure as Director of your Company.

N. EXPORTS

During the year under review exports have not been significant.

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 and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the year ended 31st March, 2012 and of the profit of your Company for that period;

3. that your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting 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.

Q. KEY MANAGEMENT TEAM

Your Company has the following members as part of their key management team: Mr Udayan Ray, Managing Director & CFO, Mr S K Pal, Executive Director, Mr V R Moza, President (Marketing), Mr A K Ghosh, President (Operations), Mr Kartick Kr. Chatterjee, Sr. Vice President (Corporate Affairs & Legal) and Mr Indranil Mitra, General Manager & Company Secretary.

R. AUDITORS

The Statutory Auditors of your Company, M/s G Basu & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Directors recommend the re-appointment of M/s G Basu & Co., as Statutory Auditors of your 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 hence do not need to be dealt with here.

T. COST AUDITORS

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

U. ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors

Place : Kolkata RAJIVE KAUL UDAYAN RAY

Dated, the 31st day of July, 2012 Chairman Managing Director


Mar 31, 2010

The Directors present herewith their Report together with the Audited Accounts of your Company for the year ended 31st March] 2010.

(Rs. In Lakhs)

A. FINANCIAL RESULTS & APPROPRIATIONS 2009-10

Gross Turnover : 32013

Gross Profit/(Loss) for the year : (2346)

Less: Interest : 2362

Less: Depreciation : 773

Profit / (Loss) before Tax : (5481)

Less : Deferred Tax Asset/FBT : 1165

Net Profit/(Loss) after Tax : (4316)



The economic downturn coupled with shortage of working capital seriously affected the performance of your Company. In addition, your Company faced industrial relation problems connected to payment of bonus in both factories leading to temporary suspension of work. The margin for all activities declined sharply due to intense competition. The overall profitability position could not be protected by increasing volume due to a shortage of working capital and the industrial relation situation. Further the loss making projects of IOCL and NALCO were commissioned. The settlements with the unions and workmen were reached in both factories. The package from Corporate Debt Restructuring (CDR) was approved and implemented with effect from 30th June 2009. Some improvement in performance was achieved in January - March 2010 quarter but the same was not adequate to return to profitability.

The order book position at the beginning of the financial year 2010-11 was healthy. Many of the problems faced during the year were addressed except the working capital situation, which remained critical and adversely impacted operations.

B. DIVIDEND

In view of the loss suffered by the Company and the accumulated losses of the previous years, your Directors do not recommend any dividend on Preference or Equity Shares.

C. Management Discussion and Analysis Report

Management Discussions and Analysis Report as required under the Listing Agreement with the Stock Exchange is enclosed in Annexure A.

D. FINANCE

The restrictive clauses in the Master Agreement with Prysmian (agreed in good faith that the deal would go through) and their abrupt and sudden withdrawal had an adverse influence on the performance of your Company. To seek redressal your Company had moved a petition to Calcutta High Court and the Supreme Court. The Supreme Court in a recent judgment has referred the matter to Arbitration and has also appointed the Arbitrator.

With a view to address the issues, in particular the working capital shortage, the Company had approached CDR for restructuring of the finances. The approval of CDR was received on 23rd March 2009.

Your Company complied with all the stipulations in regard to creation of securities, infusion of fresh funds etc and the package was implemented with effect from 30th June 2009. Simultaneously TDB, WBIDC and Government of West Bengal were also approached to restructure the Loans and Preference Shares.

The package provided initial support but under present circumstances is inadequate for long term growth and profitability. Your Company is thus exploring other options for raising funds.

On restoration of facilities as per CDR approved package, your Company could obtain some working capital for operations. In addition, your Company resorted to stringent cost reduction program. As mentioned earlier the industrial relation problems arising out of payment of bonus adversely affected the production and profitability. The settlement with unions/workmen was reached and both factories are now operational.

E. FIXED DEPOSITS

The total amount of deposits as on 31st March 2010 was Rs. 0.40 lakhs. Depositors did not claim deposits aggregating to Rs. 0.40 lakhs due for repayment before 31st March 2010. None of the deposits have since been refunded or renewed.

F. NOTES ON SUBSIDIARIES

The notes on subsidiaries may be read along with the Consolidated Financial Statements enclosed with the Accounts, prepared in accordance with Accounting Standard 21. Your Company has been exempt from the provisions of Section 212(1) of the Companies Act, 1956 relating to the attachment of the accounts of its subsidiaries to its Accounts. Shareholders so desiring the annual accounts of your Companys subsidiaries may obtain the same upon request. The report and accounts of the subsidiary companies will be kept for inspection at your Companys registered office and those of the subsidiary companies. Further, the report and accounts of the subsidiary companies will also be available at your Companys website, www.niccogroup.com.

Nicco Engineering Services Ltd, had a gross turnover of Rs. 2,112 lac during the year ended 31st March 2010 which was similar to the previous year. This was despite the slowdown in Q2 and Q3. However profitability declined on account of non-recurring charges relating to office relocation expenses necessitated by the fire at the Companys office and the profit before tax stood at Rs. 286.41 lacs.

Nicco Biotech Limited has achieved a turnover of Rs. 34.50 lacs in 2009-10 as against Rs. 38.04 lacs in 2008-09. The net loss after tax has been brought down from Rs. 40.94 lacs to Rs. 19.54 lacs.

NE Cables has made a loss of Rs. 0.14 lacs in 2009-10 as against Rs. 0.47 lacs in 2008-09. The Company has not commenced operation and hence no transactions have taken place during the year under review.

Nicco Cables Limited has made a net loss of Rs. 0.01 lacs in 2009-10 against Rs. 0.08 lacs in 2008-09. The Company has not commenced operation and hence no transaction has taken place during the year under review.

G. ENERGY CONSERVATION

The details relating to energy conservation requirements of section 217(l)(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 always followed 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 forms part of the Annual Report 2009-10 along with the Auditors statement on its compliance (Annexure C).

K. TOTAL QUALITY AND ENVIRONMENT MANAGEMENT

Both the factories at Shyamnagar and Baripada are accredited to Quality Management System (QMS) under ISO 9001:2000 and Environment Management System (EMS) under ISO 14001:2004, Shyamnagar unit has updated their ISO 9001:2000 certificate to ISO 9001:2008 which is the latest version of Quality Management System specification. Baripada will update their certificate to 2008 version by November 2010. Both these systems continue to be maintained through periodic Internal Audits by a team of trained Internal Auditors and by Re-Certificatiori/Surveillance Audits conducted by the Indian Register of Quality System (IRQS).

L. FUTURE PROSPECTS

With the continued thrust in improving internal efficiencies and other operational measures your- Directors are planning for a better performance in the current year.

M. DIRECTORS

Mr Sanjoy Bhattacharya ceased to be a Director of the Company with effect from 30th September 2009 pursuant to his retirement as Director (Cable Operations).

Your Directors place on record their appreciation of the valuable services rendered by Mr Sanjoy Bhattacharya during his tenure as Director (Cable Operations) of the Company.

Mr Sanjoy Bhattacharya, was appointed as an Additional Director on 1st October, 2009. Mr Sanjoy Bhattacharya holds office as Director of the Company up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing along with the requisite deposit from a Member, in terms of Section 257 of the Companies Act, 1956, signifying his intention to propose the appointment of Mr Sanjoy Bhattacharya, as a Director of the Company at the forthcoming Annual General Meeting.

The particulars of Mr Sanjoy Bhattacharya required to be disclosed, pursuant to clause 49(IV)(G) of the Listing Agreement, are also given in the Notice convening the 27th Annual General Meeting of the Company.

Mr Narottam Das, Mr Udayan Ray and Ms Pallavi P Kaul retire by rotation at the forthcoming Annual 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 areas and names of Companies in which they hold Directorship and Memberships/Chairmanships of Board/Committees, as stipulated under clause 49 (IV)(G) of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the 27th Annual General Meeting of the Company.

Your Directors express their profound grief on the sad demise of Dr L R Vaidyanath on 26th July, 2010.

The Board placed on record its deep sense of appreciation for the invaluable contributions made by Dr L R Vaidyanath during his tenure as a Director of the Company.

N. EXPORTS

During the year under review exports have not been significant.

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 and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year ended 31st March, 2010 and of the loss of the Company for that period ;

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

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

P. PARTICULARS OF EMPLOYEES

Particulars of Employees under section 217(2A) of the Companies Act, 1956 and forming part of Directors Report for the year ended 31st March 2010.

Name Age Designation/ Gross Qualifications Nature of Remuneration Duties (Rs.)

Rajive Kaul 61 yrs. Chairman 31,61,493 B.Sc. (Hons) Metallurgical Engineer (London) ARSM (London) MUM (India) FIM (London)

Chartered Engineer (London)



Name Experi- Date of Previous ence Joining Employment (Yrs.) held

Rajive Kaul 38 13.07.1976 ITC Ltd. Executive Marketing Dept.



Q. AUDITORS

The Statutory Auditors of your company M/s G Basu & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting 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.

R. AUDITORS REPORT

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

S. COST AUDITORS

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

T. ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors

Place : Kolkata RAJIVE KAUL

Dated, 21st day of May, 2010 Chairman



 
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