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Auditor Report of Nicco Parks & Resorts Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of NICCO PARKS & RESORTS LIMITED (the company), which comprise the Balance Sheet as at 31st March, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the financial statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The company has disclosed the impact of pending litigations on its financial position in its financial statements [Refer Note 2.27(b)].

ii. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts.

iii. There was no delay during this year in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. In this connection reference is invited to Note 2.8(a) of the Financial Statements.

Annexure to the Independent Auditors' Report

The Annexure referred to in paragraph 1 with the heading "Report on other Legal and Regulatory requirement" of our Report of even date to the members of Nicco Parks & resorts Limited on the accounts of the company for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) In respect of its Fixed Assets:

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

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

(ii) In respect of its Inventories:

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

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, clause iii (b) to (c) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) The Company has not accepted any deposit from public within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Rules framed thereunder. Accordingly clause (v) of the Order is not applicable.

(vi) The Central government has not specified maintenance of the cost records under section 148(1) of the Companies Act, 2013 in regard to the activities of the company.

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

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

b) According to the information and explanations given to us, the dues of Sales Tax, Income Tax, Customs Duty,

Wealth Tax, Excise Duty, Cess and Service Tax which have not been deposited on account of any dispute and the forum where the dispute is pending are as under:

Name of the Nature of the Amount Year to which Statute Dues (Rs in lakhs) amount relates

WBVAT Act 2003 Value Added Tax 3.23 2009-10

WBVAT Act 2003 Value Added Tax 290.70 2010-11

Income Tax 5.96 2008-09

Income Tax Act, 1961 Income Tax 5.02 2009-10

Finance Act, 1994 Service Tax 103.30 2009-10 & 2010-11

Name of the Statute Forum where dispute is pending

WBVAT Act 2003 Appellate & Revisional Board, WBCT

WBVAT Act 2003 Additional Commissioner

Income Tax Act 1961 Deputy Commissioner of Income Tax

Finance Act 1994 EA Audit Department and Assistant Commissioner

c) There was no delay during this year in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. In this connection reference is invited to Note 2.8(a) of the Financial Statements.

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

(ix) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that Company has not defaulted in repayment of dues to banks or financial institutions. There were no debentures outstanding at any time during the year.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) Based on information and explanations given to us and records of the Company examined by us, in our opinion, the term loans have been applied for the purpose for which they were obtained.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For Singhi & Co., Chartered Accountants Firm's Registration No. 302049E

(Sankar Bandyopadhyay) (Partner) 1-B, Old Post Office Street, Kolkata (Membership No. 08230) Date: 16th day of May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of NICCO PARKS & RESORTS LIMITED ("the Company*), which comprise ihe Balance Sheet as al March 31. 2014, and lhe Statement of Profit and Loss and Cash Flow Statement for Hie year (lien ended, and a summary of significant accounting policies and other explanatory information.

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 lo in sub-sec lion (jC) of section 211 oft lie Companies Ad, 195 6 ("the Act") read with general circular 15/2013 dated 13th September 2013 by Ministry of Company Affairs in respect of section 133 of tile Companies Act 2013. This resjionsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material mis statement, whether due lo fraud or error.

Auditor's Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts arid disclosures in the financial slatements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures dial art appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of ihe entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

lu our opinion and to the best of Our information and according to the explanations given to us, tire financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted m India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of Ihe Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended 011 that date.

Report on Olher Legal and Regulatory Requirements

I. Ay required by the Companies (Auditor's Report) Order. 2003 ("the Order'), as amended, issued by tiie Central Government of india in terms of sub-section (4A) of section 227 of the Act, we give m the Amiexure a statement on tire matters specified in paragraphs 4 and of the Order.

2. As required liy section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to llie best of our knowledge and belief were necessary for the purpose of our audit;

b) iti our opinion proper books of account as required by law have been kept by the Company so Far as appears from our examination of those books

c) tire Balance Sheet, Statement of Profit atid Loss, and Cash Flow Statement dealt with by this Report are itt agreement with the boots of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section an of the Companies Ad, 1956 read with general circular 15/2015 dated 15 th September 2013 by Ministry of Company Affairs in respect of section 155 of the Companies Ad 2015;

e) on the basis of written representations received from the directors as on March 51, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (gj of sub-section (1) of section 274 of the Companies Act, 1956-

The Annexure referred to in paragraph i of our Report of even dale to the members of Nicco Parks & Resorts Limited on the accounts of lHe company for the year ended 31SI March, 2014.

On the basis of such cheeks as we considered appropriate and according to the information and explanation given to ns during (the course of our audit, we iejx)rt that:

(i) In respected its fixed assets:

(a) Tiie Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets:

(b) Tire fixed assets were physuallyveri Tied d u ri ng the year the management; the frequency ofwhich in otUftopiruon is reasonable. According to the information and explanations given to us, no material discreiiaucies were noticed on such verification,

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

(ii) In respect of iis inventories:

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

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories Followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) Jn our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification,

iiii) fa) The Company has not grained any loans secured or unsecured to the Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause {lit)
(e) The Company lias not taken any loans secured or unsecured from companies, firms or other parties covered m the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause (iii) {e}, {[} and (g) of the Order is not applicable io the Com[Kiiiy.

(iv) in our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and die nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There is no continuing failure 10 correct major weakness in the internal control system,

(v) in respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To 1 lie test of our knowledge and belief and according to the information and Explanations given to us, transactions that needed to be entered into the register have been so entered.

(b jj According to the informal ion and explanations given to us, the transactions have bee n entered into during financial year at prices, which are reasonable having regard to prevailing market prices, at the relevant time.

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

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

(viii) The company is not in vol ved in any manufacturing activites and thus the p ro visions of clause 4 (viii) of the Order is not applicable to the company.

(x) According to the information and explanations given to us in resjiect of Statutory and other dues:

(a) The Company lias generally been regular m depositing undisputed statutory dues, including Provident Fund, Employees' State insurance, income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duly, Excise Duty&, Cess and any other statutory dues applicable to it with the appropriate authorities during the year. There are 110 undisputed statutory dues unpaid for a period of six mouths from tire date they become jxiyable.

Regarding deposit to Investor Education and Protection Fund the Company had, vide its letter dated yolli January, 2009, lead advised the banker to issue jay order m favour of Department of Company Affairs. Kolkata for the total amount lying in the "Dividend Account. But that was not given effect to by the banker As a consequence the unpaid dividend for tire years 1000-01 & iooi-qj totalling Rs 281,550/- could not be transferred to Investor Education & Protection Fund. Tire Company had filed a writ petition bearing no. WP S950 of 2010 with High Court, Calcutta praying, inter alia, to direct the banker to transfer the amount to Investor Education and Protection Fund .The case is pending. Subsequent to that the unpaid dividend for the year 2dd3-oy amounting to Rs 117,840/- lying with the same banker lias also become due for sncli transfer.

(b) According to the information arid explanations given to us, the dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty. Cess and Service Tax which have not been dejiosited on account of any dispute and tire forum where the dispute is pending are as under:

Name of the Nature of the Amount Year to which Statute Dues ( Rs in lakhs) amount relates

WBVAT Act 2003 Value Added Tax 12.97 2009-10

WBVAT Act 2003 Value Added Tax 290.70 2010-11

Income Tax 5.96 2008-09 Income Tax Act,1961

IncomeTax 5.02 2009-10

Finance Service Tax 103.30 2009-10 Act, 1994 & 2010-11

Name of the Forum where dispute Statute is pending

WBVAT Act Senior Joint Commissioner

WBVAT Act Senior Joint Commissioner

Income Tax Deputy Commissionerof Act,1961 Income Tax

Finance EA Audit Department and Act, 1994 Assistant Commissioner

(xj The Company does not have accumulated losses as at 1 lie end of the year and the Company has not incurred cash losses during the current financial year,

(xi) The Company has riot defaulted in re {payment of dues lo any financial institutions, banks and debenture holders.

(xii) According to the information and explanations given lo us, the Company has not granted loans or advances on the basts of security by way of pledge of shares, debentures and other securities,

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

(xiv) The Company is not in the business of hading in shares,

(xv) According to the information and explanations given lo ns, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvij To the best of our knowledge and belief and according to ihe information and explanations given to us, term loans availed by the Company were, prim a fircie, applied by the Company during the year for the purposes for which the loans were obtained-

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

(Kviiit The Company has not made any preferential allotment of shares 1o parlies and companies covered in the Register maintained under Section jqi of the Companies Act, rg$6, during the year

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

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

(xx) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to ns, we have neither come across any instance of fraud on or by tile Company, noticed or reported during lhe year, nor have we been informed of such case by die management.

FOR SINGH1 & CO, Chartered Accountants Firm Registration No: 302049E

Sariltar Bandyopadliyay (Partner) Membership Mo: 8230

Place; Kotkata Date: 13th day of May, 2014




Mar 31, 2013

Report on the Financial Statements

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

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 principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our

examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph i of Our Report of even date to the members of Nicco Parks & Resorts Limited on the accounts of the company for the year ended 31st March, 2013. On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) In respect of its fixed assets:

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

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

(c) There was no substantial disposal of fixed assets during the year. (ii) In respect of its inventories:

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

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iii) (a) The Company has not granted any loans secured or unsecured to the Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause iii (b), (c) and (d) of the order are not applicable to the company.

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

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

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

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

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

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

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

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

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

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

Regarding deposit to Investor Education and Protection Fund the Company had, vide its letter dated 30th January, 2009, had advised the banker to issue pay order in favour of Department of Company Affairs, Kolkata for the total amount lying in the "Dividend Account". But that was not given effect to by the banker. As a consequence the unpaid dividend for the years 2000-01 & 2001-02 totalling Rs. 281,550/- could not be transferred to Investor Education & Protection Fund. The Company had filed a writ petition bearing no. WP 8950 of 2010 with High Court, Calcutta praying, inter alia, to direct the banker to transfer the amount to Investor Education and Protection Fund .The case is pending. Subsequent to that the unpaid dividend for the year 2002-03 amounting to Rs. 117,840/- lying with the same banker has also become due for such transfer.

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

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

(xii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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

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

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

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

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

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

Chartered Accountants Firm Regn no. 302049E Sankar Banerjee

(Partner)

Membership No.: 8230

Place: Kolkata

Date: 8th day of May, 2013


Mar 31, 2012

We have audited the Balance Sheet of NICCO PARKS & RESORTS LIMITED as at 3ist March, 20i2 and the related Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, i956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

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

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

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

iv) In our Opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C) of section 2ii of the Companies Act, i956.

v) On the basis of written representations received from the directors as on 3ist March, 20i2 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 3ist March, 20i2 from being appointed as a director in terms of clause (g) of sub-section (i) of section 274 of the Companies Act, i956.

We report that in our opinion and to the best of our information and according to the explanations given to us, they said accounts read with Notes thereon give the information required by the Companies Act, i956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of Balance Sheet, of the state of affairs of the Company as at 3ist March, 20i2 and

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

c) In the case of Cash Flow Statements, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report

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

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

(i) In respect of its fixed assets:

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

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

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

(ii) In respect of its inventories:

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

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iii) (a) The Company has not granted any loans secured or unsecured to the Companies, firms or other parties covered in the register maintained under section 30i of the Companies Act, i956. Accordingly the provisions of clause iii (b), (c) and (d) of the order are not applicable to the company.

(b) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under section 30i of the Companies Act, i956. Accordingly the provisions of clause 3(iii)(e), (f) and (g) of the Order is not applicable to the Company.

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

(v) In respect of transactions entered in the register maintained in pursuance of section 30i of the Companies Act, i956;

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

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

(vi) The Company has not accepted any deposit from public within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, i956. Accordingly clause vi (b) of the Order is not applicable.

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

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

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

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

Regarding deposit to Investor Education and Protection Fund the Company had, vide its letter dated 30th January, 2009, had advised the banker to issue pay order in favor of Department of Company Affairs, Kolkata for the total amount lying in the "Dividend Account". But that was not given effect to by the banker. As a consequence the unpaid dividend for the years 2000-01 & 2001-02 totaling Rs 281,550/- could not be transferred to Investor Education & Protection Fund. The Company had filed a writ petition bearing no. WP 8950 of 2010 with High Court, Calcutta praying, inter alia, to direct the banker to transfer the amount to Investor Education and Protection Fund .The case is pending. Subsequent to that the unpaid dividend for the year 2002-03 amounting to Rs 117,840 / - lying with the same banker has also become due for such transfer.

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

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

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

(xii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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

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

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

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

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

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

For SINGHI & CO.

Chartered Accountants

Firm Regn no. 302049 E

(Sankar Banerjee)

Partner

Membership No.8230

1-B, Old Post Office Street

Kolkata

Dated, the 9th day of May, 2012.


Mar 31, 2011

We have audited the Balance Sheet of NICCO PARKS & RESORTS LIMITED as at 31st March, 2011 and the related Profit and Loss Account for the six month ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

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

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

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

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

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

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

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

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

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

(i) In respect of its fixed assets:

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

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

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

(ii) In respect of its inventories:

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

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

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

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

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

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

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

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

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

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

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

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

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

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

Regarding deposit to Investor Education and Protection Fund the Company had, vide its letter dated 30th January, 2009, had advised the banker to issue pay order in favour of Department of Company Affairs, Kolkata for the total amount lying in the "Dividend Account". But that was not given effect to by the banker. As a consequence the unpaid dividend for the years 2000-01 & 2001-02 totalling Rs 281,550/- could not be transferred to Investor Education & Protection Fund. The Company had filed a writ petition bearing no. WP 8950 of 2010 with High Court, Calcutta praying, inter alia, to direct the banker to transfer the amount to Investor Education and Protection Fund . The case is pending. Subsequent to that the unpaid dividend for the year 2002-03 amounting to Rs 117,840/- lying with the same banker has also become due for such transfer.

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

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

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

(xii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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

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

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

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

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

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

For SINGHI & CO.

Chartered Accountants

Firm Regn no. 302049 E

(Sankar Banerjee)

Partner

Membership No.8230 1-B, Old Post Office Street

Kolkata

Dated, the 3rd day of May, 2011.


Sep 30, 2010

We have audited the Balance Sheet of NICCO PARKS & RESORTS LIMITED as at 30th September, 2010 and the related Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

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

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

v) On the basis of written representations received from the directors as on 30th September, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th September, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

a) In the case of Balance Sheet, of the state of affiirs of the Company as at 30th September, 2010; and

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

c) In the case of Cash Flow Statements, of the cash flows for the year ended on that date.

Annexure to the Auditors Report

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

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

(i) In respect of its feadss ets:

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

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

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

(ii) In respect of its inventories:

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

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iii) (a) The Company has not granted any loans secured or unsecured to the Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause iii (b), (c) and (d) of the order are not applicable to the company.

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

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

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

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

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

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

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

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

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

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

Regarding deposit to Investor Education and Protection Fund the Company had vide its letter aatea 30th January, 2009 had advised the banker to issue pay order in favour of Department of Company Affairs, Kolkata for the total amount lying in the "Dividend Account". But that was not given effect to by the banker. As a consequence the unpaid dividend for the years 2000-01 & 2001-02 totalling Rs 281550/- could not be transferred to Investor Education & Protection Fund. The Company had filed a writ petition bearing no. WP 8950 of 2010 with High Court, Calcutta praying, inter alia, to direct the banker to transfer the amount to Investor Education and Protection Fund. The case is subjudice.

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

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

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

(xii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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

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

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

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

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

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

For SINGHI & CO. Chartered Accountants Firm Regn no. 302049 E

(Sankar Banerjee) Partner Membership N0.8230 Emerald House, 4th Floor i-B, Old Post Office Street Kolkata

Dated, the 1st day of November, 2010.


Sep 30, 2009

1. We have audited the attached Balance Sheet of Nicco Parks & Resorts Limited ,as at 30th September, 2009, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the Order), issued by the Central Government of India in terms of sub-section (4A) of Section 227 ofthe Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that:

3.1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

3.2 (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3.3 (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the paragraphs 4(iii)(b), 4(hi)(c) and 4(iii)(d) of the Order are not applicable.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the paragraphs 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

3.4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books & records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

3.5 (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.

(b) According to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements which exceed the value of Rupees Five Lacs in respect of any party during the year.

3.6 The Company has not accepted any deposits from the public with in the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

3.7 In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

3.8 The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

3.9 (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has been regular in depositing during the year the undisputed statutory dues including provident fund, investor education and protection fund , employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, as at 30th September, 2009 there were no dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

3.10 The Company has no accumulated losses as at 30* September, 2009 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

3.11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any bank or financial institution during the year. The Company has neither any outstanding dues to any debenture holders at the beginning of the year nor it has issued any debentures during the year.

3.12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

3.13 The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/societies are not applicable to the Company.

3.14 In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

3.15 In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

3.16 In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

3.17 On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long term investment.

3.18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

3.19 The Company has neither any outstanding debentures at the beginning of the year nor it has issued any debentures during the year.

3.20 The Company has not raised any money by public issues during the year.

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

4. Further to our comments in Paragraph 3 above, we report that.

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

(c) The Balance Sheet, the profit and loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books .of account;

(d) In our opinion, the Balance Sheet, the profit and loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act.

(e) On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 30th September, 2009 from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Act.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto given in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India.

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th September, 2009.

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date;and.

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

P Law - Partner

Membership Number-51790

For and on behalf of Price Waterhouse Kolkata, 26th October, 2009. Chartered Accountants

 
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