Directors Report of Nicco Uco Alliance Credit Ltd.

Mar 31, 2025

* Financial Results

	STANDALONE	STANDALONE	CONSOLIDATED	CONSOLIDATED
	31srMarcb,2025	31st March,2024	31st March,2025	31STlf arch,2024
Turnover
Profit/(Loss) Before Tax	(1432.96)	(1148.94)	(1432.10)	(1148.16)
Less: Current Tax	-	-		0
Deferred Tax	10.02	(0.13)	9.93	(0.22)
Income Tax Earlier Years	0	0		0
Profit/{Loss) After Tax This Year	(1422.94)	(1149.07)	(1422.17)	(1148.38)
Add: Balance BfF From Previous Year	(67349.91)	(66200.84)	(67341.24)	(66192.86)
Sub-Total	(68772.85)	(67349.91)	(68763.41)	(67341.24)
Less: Appropriations
Adjustments Relating to Fixed Assets	0	0	0	0
Iransferred To General Reserve	0	0	0	0
Closing Balance	68772.865	(67349.91)	(68763.41)	(67341.24)

uividena:

In view of loss, your Directors regret their inability to recommend any dividend for the year under review.

* Share Capital:

Paid-up Share Capital of the Company, as on 31^st March, 2025 was Rs.16,56,36,006/- and there has been
no change in the Capital Structure of the company.

• Financial Statement:

The Company has prepared financial statements on the basis of guidelines given in Accounting Standard
Ind AS with effect from 1^st April, 2020 in replacement of the Generally Accepted Accounting Principle
(GAAP) comprising mandatory Accounting Standards issued based on the provisions in Companies
(Accounting Standard Rules) 2006, Companies Act, 2013 and the Guideline issued by Reserve Bank of
India.

• Material change and commitments:

The One Time Settlement proposal was submitted by the Company to Messrs. UCO Bank, the Lead Bank initially a
sum of Rs. 27.68 crores followed by Rs.29.00 crores on 13.05.2025 and lastly Rs.33.00 crores submitted on ''

17.09.2024. On 19.03.2025 an Application has been made by UCO Bank, the Lead Bank before National Company
Law Tribunal (NCLT), Kolkata, under section 7 of the IBC, 2016, for admission of the said petition and initiation of the
Corporate Insolvency Resolution process by financial creditors against tie company. However, on receipt of such
application, the Company enquired with the office of Registrar, National Company Law Tribunal (NCLT) Kolkata
Bench, wherein we are given to understand that the said Petition was defective. Hence, the members of the Board
have decided that this is not a material event as it stands now.

Excepting this no material changes and/or commitments affecting the financial position of the Company occurred
during the year under review. There has been no change in the nature of the business of the Company during the
Financial Year 2024-25.

• Operations

There was an income of Rs.1B.71 (acs (previous year Rs.65.810 lakh) shown in standalone and Rs.18.82
lacs (previous year Rs.65.91 lakhs) in consolidated accounts for the year under review arising out of
dividends, and bank interest There was no recovery from defaulting parties in the year under review and if
there is no recovery in the subsequent year, it would be difficult to maintain office running expenses.

However, the Management is quite hopeful of some recovery in the current year from a defaulting client.

The case filed by the Consortium of Banks in DRT, Kolkata is being contested by the Company on the
ground of maintainability and it is pending. Another case in DRT, Kolkata had been filed by UCO Bank for
funding of the Mehta Transport deal through the Company. Indusind Bank for their securitized loan had
filed a suit in DRT, Chennai, Axis Bank for their claim initiated Arbitration proceedings in Chennai; IFCI not

being part of Consortium of Banks had filed a separate suit in DRT, Kolkata, for their share of loan. 1FC (W)
had filed a suit in High Court in Kolkata for recovery of its loan. All these cases are being contested by the
Company.

The Serious Fraud Investigation Office (SFIO) filed a few cases which are being contested by the Company
in the Court of Law. After supplementary investigation in respect of securitization deal, SFIO had filed
another case also against the Directors and the Company which are being contested.

Criminal case filed against two ex-employees in the Chief Metropolitan Magistrate Court at Bankshail
Street by DCDD, Kolkata Police, Lalbazar Street, on a complaint filed by the Company is progressing
in the Court.

Subsidiary Company

The Company has one subsidiary, Nicco Insurance Agents and Consultant Ltd., the performance of which
during the year under review forms part of the annexed Consolidated Financial Statement. The Subsidiary
does not come under the purview of SEBi (Listing Obligations and Disclosures Requirement) Regulations,

2015, as it is not a Material Subsidiary as defined under Regulation 16(1)(c) of the said Regulations.

• Extract of Annual Return:

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, and rales framed
thereunder the Annual Return made out in the prescribed format MGT-7 for the FY2024-25 would be
uploaded on the website of the Company after the conclusion of the 41^st Annual General Meeting for the
FY2024-25 and the same would be available on https://NUACL.COM

• Statutory information;

There was no employee during the year ended 31^st March, 2025 in respect of whom the
particulars are required to be disclosed under rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration) Rules, 2014.

Since your company has no manufacturing activities, the disclosures as required under rule 8(3) (A) & (B)
of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology absorption
are not applicable to it.

The Company had no Foreign Exchange earnings and outgo during the year under review.

Particular of Loans, Guarantees and Investments:

The Company has not made any investments nor given any loan, guarantee to any person or bodies
corporate during the year under review as stipulated in Section 186 of the Companies Act, 2013.

• Internal Financial Control and its adequacy and Risk Management:

The Company has laid down a Risk Management procedure which is reviewed as and when necessary.

The Company has formulated and adopted policy adequate for evaluating the relevant aspects of internal
Financial Control relating to safeguarding of its assets, prevention and detection of fraud and errors, the
adequacy of the accounting records and timely preparation of reliable financial disclosures. Apart from this,
professional Interna! Auditors continuously monitor the efficacy of the internal control framework and their
reports are reviewed by the Audit Committee of Directors periodically.

• Composition, number and! dates of meetings of Board and Committees:

The details of the composition, number and dates of meetings of the Board and Committees held during the
financial year 2024-25 forms part of the Report on Corporate Governance. The number of meetings
attended by the Directors during the financial year 2024-25 also forms part of the report on Corporate
Governance.

• Company''s policy on Directors’ appointment and Remuneration:

The remuneration policy is based on rewarding the performance based on review of
achievements on a regular basis and in consonance with the requirement of Section 178 of the
Companies Act, 2013, and existing industrial practice. ,

• Details relating to remuneration of Directors, Key Managerial Personnel and Employees:

The details as required u/s.197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial personnel) Rules, 2014 is furnished marked as Annexure
D which is annexed hereto and form part of Directors’ Report.

• Directors’ Responsibility Statement:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

(I) in the preparation of the Annual Accounts for the year ended March 31, 2025 applicable
Accounting Standards have been followed along with proper explanation relating to material
departures;

(II) the directors had 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 as on March 31, 2025 and of the loss of the Company for
the year ended on that date;

(III) the directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets
of the Company and for preventing and deterring frauds and other irregularities;

(IV) the directors had prepared the accounts for the year ended March 31,2025 on a going concern
concept.

(V) the directors had relied on the contention of the Management and aiso on the report of the
Interna! Auditors (outside firm) relating to internal financial controls, both of which are adequate
and are operating effectively. Directors have aiso relied on Secretarial Audit Reports:

(VI) the Directors had devised proper system to ensure compliance with the provisions of all

applicable laws and that such systems will be adequate and operating effectively.

• Declaration of independent Directors:

The Company had during FY 2024-25 three Independent Directors - Mr. Biswajit Roy (DIN 00198746),
Mr. Uditendu Sarkar (DIN 10509121), and Mr Prabir Kumar Nag (DIN-07178929) on the Board of the
Company who held office for a fixed tenure of five years and were not liable to retire by rotation.
Declarations have been received from them confirming that they met the criteria of independence as laid
down in Section 149 and Schedule IV of the Companies Act, 2013, read with Regulation 25 of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015. incidentally, Mr.Biswajit Roy (DIN
00198746) retired from the office of the Independent Director on expiry of his last 2^nd term of 5 years with
effect from 06.02.2025.

The Company does not come under the purview of the Corporate Social Responsibility as envisaged in
Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014.

• Vigil Mechanism:

Pursuant to Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations,
2015, the Company has formulated and adopted a Vigil Mechanism policy for directors and employees to
report genuine concerns and to deal with unethical behaviour, actual or suspected fraud or violation of
the Company’s code of conduct or ethics policy aiming, inter alia, at providing adequate safeguards
against victimization of Directors and employees or any other person who avail the mechanism and also
for providing for direct access to the chairperson of the Audit Committee in appropriate and exceptional
cases.

• Prevention of Sexual Harassment of women at the workplace:

No women is employed in the Company excepting two Management trainees in compliance of the
requirements of the Institute of Company Secretaries of India pursuing the course prescribed for the
prospective Company Secretary and the Company has adopted a machinery for preventing harassment
of women in workplace

Related Party Transaction:

Section 188 of the Companies Act, 2013 is not attracted as there were no materially significant related
party transactions - within the meaning of Regulation 23 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, by the Company with the Promoters, Directors, Key Managerial
Personnel or other designated persons during the year under review warranting disclosure.

• Evaluation of the performance of Board Committee and Non Independent and Independent Directors:

A formal evaluation of all the directors individually and of the Board itself as a whole including functioning
of various committees was carried out by the Board as provided in the Companies Act, 2013, and SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors also at their separate meeting did, inter alia, the evaluation of the

performance of the Chairman and Non-Independent directors as required in the Companies Act, 2013,
and in SEBI Regulations.

• Deposit:

The Company has no unpaid/unclaimed matured deposits or interest thereon in the year under review.

• Significant and Material orders passed by the Regulators, Courts & Tribunals:

During the year under review no significant and material order has been passed against the Company by
the Regulators, Courts & Tribunals impacting the going concern status and company’s operations in
future as per legal opinion obtained.

• Directors and Key Managerial Personnel:

Mrs Anita Lahiri (DIN-10520216) would be retiring by rotation at the ensuing Annual General Meeting and
being eligible offered herself for reappointment. Mr.Biswajit Roy (DIN 00198746) retired from the office of
the Independent Director on expiry of his last 2^nd term of 5 years with effect from 06.02.2025.

No Objection Certificates (NoC) - mandatorily required in terms of the provisions of section (II) and section
III - 1^st Proviso to Para - C thereof of Schedule (V) of the Companies Act, 2013, read with the Notification
dated 12/09/2016 of the Ministry of Corporate Affairs - from the secured lenders i.e. the Consortium of the
Lending Banks signifying their approval to the appointments and the remunerations drawn by them; in
respect of (1) Mr. Lakshmi Narain Kaul (DIN-00198692) as Managing Director of the Company for a period
of three years from 01/05/2017 to 30/04/2020; (2) Mr.Subrata Bhattacharjee (DIN-02942693) Managing
Director for three years from 01/07/2020 to 30/06/2023 and Mr.Kaustubh Basu (DIN- 071789290) as
Managing Director & CEO for three years from 26.09.2023 to 25.09.2026 are still awaited from the
Consortium.

Correspondence / negotiations for obtaining the NoCs had been initiated with the Consortium.

Management discussion and analysis of Corporate Governance and Auditor’s Report:

In accordance with the requirement of the Listing Agreements with the Stock Exchange, a report on the
Management Discussion and Analysis is attached hereto (Annexure ''A''}. A report or the status of
Compliance of Corporate Governance norms. Is also attached marked as Annexure -B

Auditor & Audit Report:

Messrs Basu Chanchani and Deb, Chartered Accountants (Firm Reg. No.304049E) were appointed as the
Auditors of the Company for the first term of five years with effect from the FY2G23-24 to FY2027-28
pursuant to section 139(1} and notice of the said appointment was duly fifed with the Registrar of
Companies in Form ADT-1 on 05.10.2023 vide ROC SRN - F65932840 dated 05.10.2023.

The year under review is the second year of audit by the said firm and we give below the comments of the
company on the observations made by the auditors in their audit report on the financial statements for the
year 2024-25:

CGMSS£N1 S OF THE CuklPAHY Oil THE OBSERVATIONS sAADS QY THE AUDITORS !N THEIR
AUDIT REPORT OH THE FlfiAMCIAL STATEMENTS FOR THE YEAR 2024-25:

The comments of the Board of Directors on the qualifications made by the Independent Auditors in
the (a) Auditors Report;

(b) Annexure to the Auditors'' Report and (c) Certificate issued on compliance of conditions of Corporate
Governance, .are given below:

Clause (a) - Please refer to Note No. 27.1 of Notes to Financial Statement in this regard. Necessary
action, if any, will be taken on disposal of the appeal.

Clause (b) - With regard to non-confirmation of the balances by certain Banks and non- charging of
Interests on their dues, please refer to Note No. 13(d)

Clause (c) - With regard to Note regarding non-charging of interests on dues to the banks and financial
institutions coming under the purview of consortium resulting in reduction loss by Rs.2044 crores please
refer to Note No.27.3(a).

Clause (c)- Actuarial valuation not done in this financial year as per AS-19. In the absence of adequate
details necessary adjustment could not be made as per relevant provision of IND-AS. Actuarial valuation
was not done in this financial year as per IND-AS as there was no such changes from the last year in
the situation warranting for actuarial valuation.

Report on other Legal and Regulatory Requirement -

Clause 2 - With regard to the report on other Legal and Regulatory requirements, the matters is self¬
explanatory.

27.(3)(a) Notes to Financial Statement fully explain the position.

With regard to notes No. 23 -(a) & (b) of Notes to Financial Statement, in this regard, necessary action, if
any, will be taken on disposal of the case.

ANNEXURE - 2 TO AUDITORS’ REPORT:

Clause (ii) :With regard to Inventory- the note is self explanatory.

Clausei- iii: The matter is self-explanatory.

Clause vii: (a) The note is self-explanatory.

Vii (b) As the disputes have not yet been settled, the Company is not in a position to comment
further.

The Board of Directors of the Company had appointed Ms. Madhuri Pandey, Company Secretary in
Practice (Certificate of Practice No.2.19880) as Secretarial Auditor to conduct secretarial audit as also an
audit of secretarial compliances and records for the financial year 2024-25.

Pursuant to section 204(1) of the Companies Act, 2013 read with rule 9(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 she carried out audit of the
secretarial compliances by the Company of the provisions of the Companies Act, 2013 and other laws as
are applicable to the Company, during the year ended 31^s1 March, 2025, and her Secretarial Audit Report
in Form No. MR-3 (Annexure-E) is annexed to the Annual Report for the year under review.

Further, pursuant to Regulation 24A(2) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, an audit was also carried out by her on secretarial compliances of all SEBI
Regulations and guidelines / circulars issued there under, as are applicable to the Company, and an
Audit Certificate issued in Form-MR-3 in this connection by her which has been annexed to the Annual
Report for FY2024-25 of the Company,

Human Resource Development:

The Human Resources strength has reduced substantially to six and while its importance is well known,
all efforts are being made to keep the moral and motivation of employees high; within the limited
resources of the Company.

Application Made or Proceedings Pending Before Insolvency and Bankruptcy Code, 2016

An Application was filed by UCO Bank under section 7 of the Insolvency and Bankruptcy Code, 2016,
against Nicco Uco Alliance Credit Ltd, to accord the approval for the admission of the application filed
under section 7 of IBC, 2016, and initiation of the Corporate Insolvency Resolution Process by financial
creditors along with many other prayers.

Difference in Valuation

One-time settlement is in progress with the creditors - Consortium of Banks - but the process of
valuations as stipulated in rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, have not been
initiated yet.

Business Responsibility Report:

The Company does not come under the purview of Regulation 34(2) of SEBI (Listing Obligation and
Disclosure Requirements) Rules 2015, relating to Business Responsibility Report:

For and on behalf of the Board of Directors

Uditendu Sarkar
(DIN- 10509121)

(Chairman)

Date: 08. 05. 2025
Place: Kolkata

---

Mar 31, 2014

Dear Members,

For the year ended 31st March, 2014

The directors hereby present their 30th Annual Report together with the audited statement of accounts for the year ended 31 st March 2014.

1. FINANCIAL RESULTS Rs. In Lacs

2013-14 2012-13

Loss : For the year 6695.40 5368.24

Add : Balance of loss brought from 50203.00 44834.76 last year

T ransfer to Balance Sheet 56898.40 50203.00

2. DIVIDEND :

In view of the loss, your Directors regret their inability to recommend any dividend for the year under review.

3. OPERATIONS :

There was income of Rs.11,62,049/- from Hire purchase/lease deals as all such deals have matured.Constant increase in loss was mainly due to provisioning on account of interest on Banks/FIIs borrowings and fixed deposit. Although collection resources are drying up still the company''s collection under the item " other income" amounted to Rs.135 lacs. Constant efforts are on to collect dues and it is expected that in the current financial year collection from a few clients will materialize.

A few meetings with the Consortium of banks for arriving at out of court settlement took place.It is expected that mutually acceptable settlement would emerge in the current financial year.Company shall be moving an application in Hon''ble Calcutta High Court for early hearing of Scheme of arrangement for reorganization of share capital of the company and compromise with fixed deposit holders under Sec.391 & 394 of the Companies Act,1956.Meanwhile, company is paying to such fixed deposit holders who are approaching the company under hardship condition provided fund flow permits.

The case filed by the Consortium of Banks in DRT Kolkata was being contested by the Company on the ground of maintainability and Contempt proceedings against the company and its Directors in the Board in 2005-06 was also opposed and the matter is pending. Another case in DRT Kolkata had been filed by UCO Bank for the funding of Mehta Transport deal; AXIS Bank and Indusind Bank, for their respective Securitised loan, had filed separate suits in DRT Chennai; IFCI not being part of Consortium of Banks, had filed a separate suit in DRT Kolkata for their share of loan; IFCW had filed a suit in High Court in Calcutta for recovery of its loan. All these cases are being contested by the Company.

Being aggrieved by DRAT Order, Uco Bank with other Consortium of Banks moved a proceeding under Sarfaesi Act. Company filed a Writ Petition before Hon''ble High Court at Calcutta and due to some deficiency in the procedure followed by UCO Bank and others, the said Court had Ordered that no coercive steps should be taken by Bank. Bank had appealed against this Order which is pending.

4. INVESTIGATION U/S 235 OF THE COMPANIES ACT, 1956 :

Serious Fraud Investigation Office (SFIO) had completed their investigation in the year 2010 in respect of a few cases and these are being contested by the Company in court of law and follow up action in respect of them had been initiated. Supplementary investigation in respect of a few specific areas are still to be completed.

5. MIS-APPROPRIATION OF COMPANY''S FUND :

On Company''s complaint DCDD Kolkata Police at Lal Bazar Street, following their investigation, had filed criminal case against 2 ex. employees in Chief Magistrate''s Court at Bankshall Street in the year 2011.

Company had also filed money suit in Calcutta High Court against 2 ex.employees for the funds misappropriated by them and the case is in progress. One of the employees who had moved City Civil Court seeking injunction against the termination of his service is pending for hearing.

6. SUBSIDIARY COMPANY :

The wholly owned subsidiary, Nicco Insurance Agents and Consultants Ltd. (NIACL) has incurred a loss of Rs. 0.92 lacs as they could not generate any business.

7. STATUTORY INFORMATION :

There was no employee during the year ended 31st March, 2014 in respect of whom the particulars are required to be disclosed with reference to Section 217(2A) of the Company''s Act 1956.

Since your Company has no manufacturing activities, the disclosure relating to conservation of energy and technology absorption is not applicable under the provisions of Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988.

The Company had no Foreign exchange earnings and outgo during the year under review.

8. DIRECTORS :

Mr. Kartick Kumar Chatterjee retire by rotation in the ensuing Thirtieth Annual General Meeting and, being eligible, offer himself for reappointment.

As mentioned in previous report, Company had submitted to Central Government an application for the reappointment of Mr. L. N. Kaul as Managing Director and Company Secretary with effect from 15.4.2013 and all the formalities in this connection were complied. Central Government, through Ministry of Corporate Affairs had considered application unfavourably stating that as per Companies Act, 1956, Mr. L. N. Kaul cannot hold dual position of Managing Director and Company Secretary.

As per legal opinion received, an application to Central Government was not necessary for the period 15.4.2013 to 31.3.2014 pursuant to the Notification dated 14th July, 2011, modifying Schedule XIII of the Companies Act, 1956.However, Mr. L. N. Kaul cannot hold dual position of Managing Director and Company Secretary as per Companies Act, 2013. Hence, to regularize the same Mr. Kaul had resigned from the position of Company Secretary w.e.f 1.4.2014 and Mr. S. S. Majumdar, a qualified Company Secretary had been appointed from 1st April, 2014.

Since the objection of Central Government had been taken care of, Board in its meeting held on 1st April, 2014 had decided that Company make a fresh application to Central Government for approving the proposed remuneration of Mr. L. N. Kaul for the period 1.4.2014 to 14.4.2018 which was already approved in the Extra Ordinary General Meeting held on 26.2.2013.

Independent Director, as per Companies Act, 2013 shall hold office for a term of 5 consecutive years on the Board of a Company and shall be reappointed by passing of a Special Resolution by the Shareholders of the Company. Independent Director shall be eligible to hold office for two consecutive terms of 5 years and retirement by rotation shall not be applicable to such Directors.

As per the requirement of Companies Act, 2013, Mrs. Aparna Dey, Woman Director, was co-opted as Additional Director in the Board Meeting held on 31.7.2014. She meets the requirements of Independent Director as stipulated in Companies Act, 2013.

Accordingly, Mr. B. Roy & Mrs. Aparna Dey, being eligible are proposed to be appointed as independent Directors for a term of 5 consecutive years on the Board of Directors of the Company.

Auditors in their report dated 30th May, 2014 under Report on other Legal and Regulatory Requirement, Clause 2(e) have stated that due to continuing default in repayment of fixed deposit the Directors of the Company are disqualified as on 31st March, 2014 from being appointed as Directors in other Public Companies in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, 1956. Directors are not in agreement with the contention of the Auditors and their view has been supplemented by legal opinion received from a legal firm to the extent that such restriction on the Directors of the Company expired on 31st March, 2013.

9. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section 217(2AA) of the Act, the Directors state that:

(a) In the preparation of the Annual Accounts for the year ended March 31, 2014, applicable Accounting Standards have been followed with no material departure;

(b) Your directors have selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the loss for the year ended 31st March, 2014.

(c) 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 assets of the company and/or for preventing and detecting frauds and other irregularities and while discharging their duties they had relied on the contention of the Management and also on the report of the Internal Auditors (outside firm), both of which required improvement in several aspects.

(d) The accounts for the year ended March 31,2014 have been prepared on a going concern concept based on legal opinion obtained pending final outcome of the appeal preferred by the Company against cancellation of Certificate of Registration by RBI.

10. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE :

In accordance with the requirement of the listing Agreements with the Stock Exchange, a report on the Management Discussion and Analysis is attached hereto (Annexure ''A''). A Report on the status of Compliance of Corporate Governance norms along with the certificate of the Auditors is also attached (Annexure ''B'').

11. AUDITORS & AUDITORS'' REPORT :

The name of M/s.G. Basu & Company, Chartered Accountants has been proposed for reappointment as Auditors of the Company to hold office of the Auditors from the ensuing Annual General Meeting.

In regard to qualifications made by the Auditors in Auditors'' Report, Annexure to the Auditors'' Report and Certificate issued on compliance of conditions of Corporate Governance, all dated 30th May, 2014, the comments of the Board of Directors are as under against respective clauses of the said report.

12. AUDITORS'' REPORT :

In regard to qualifications made by the Auditors in Auditors'' Report, Annexure to the Auditors'' Report and Certificate issued on compliance of conditions of Corporate Governance, all of them dated 30th May, 2014, the comments of the Board of Directors are as under against respective clauses of the said report :

Comments & Clarifications to Auditors'' qualifications in their Reports Basis for qualified Opinion

Clause (a) - Please refer to Note No.2.21of Notes to Financial statement in this regard. Necessary action if any will be taken on disposal of the appeal.

Clause (b) - Please refer to Note No.2.3(ix) of Notes to Financial Statement in this regard. Huge loss suffered by the Company since F.Y - 2003-04 to date along with embargo on the Company by RBI for doing fund based business have adversely impacted the Cash flow position of the Company.Shortfall in repayment of fixed deposit as per modified CLB Order arose due to paucity of fund.

Clause (c ) Please refer to Note No. 2.3(x) of Notes to Financial Statement in this connection.

Emphasis of matter

(i) Please refer to note no.2.3 and 2.5 of Notes to Financial Statement in this regard.Necessary action, if any, will be taken on disposal of the case.

(ii) Please refer to note no.2.11 (d) of Notes to Financial Statement in this regard.The investigation conducted by SFIO has been partially completed and follow up action in respect of them has been initiated.

(iii) Please refer to Note No.2.36 of Notes to Financial Statement which is self explanatory.

Report on other Legal and Regulatory Requirements -

Clause 2(e) - For disqualification of Directors u/s 274 (1)(g) of the Companies Act,1956, please refer to clause 8, para - 7 of Directors Report.

ANNEXURE TO AUDITORS'' REPORT :

Clause :

1.(a). The updation of Fixed Asset register destroyed in a fire in the office premises is under process.

2(a)(b)(c). Since there is no live agreement for Lease and Hire Purchase deals and the outstanding against the earlier deals have been provided for, the scope for physical verification of inventory doesn''t exist and accordingly the same has not been verified.

(4). Appropriate steps have been initiated by devising a multi layer checking system to remove the weaknesses noticed in the internal control system which is under constant review for scope of up gradation, if any.

Clause.6: The net worth of the company has completely been eroded due to huge loss suffered by the company. Thus, present

outstanding fixed deposit liability of the company has exceeded the prescribed limit though the deposits were accepted as per RBI norms and guidelines.

(a). Please refer to Note No.2.3 (x) & (xi) of Notes to Financial Statement in this regard. Huge loss suffered by the company since the F.Y 2003 - 2004 to date along with embargo on the company by RBI from doing fund based business have adversely impacted the cash flow position of the company. Shortfall in payment of fixed deposit as per modified CLB order arose due to paucity of fund.

Clause 9: (a) Due to closure of business resulting into exodus of executives and cancellation of certificate by RBI, the company is unable to identify the liability.

Clause 9: (b) Please refer to Note nos.2.7 and 2.23 (a) & (b) of Notes to Financial Statement.As the disputes have not yet been settled, the Company is not in a position to comment further.

Clause 11: Consequent upon cancellation of certificate of registration by RBI, projections made in the scheme filed u/s 391(1) and 391(6) of the Companies Act, 1956 for revival of the company was jeopardized. UCO Bank and other secured lenders have then initiated various legal actions against the company as detailed in Note No.2.3 iv(a) to (f). The company was then compelled to withdraw the said scheme filed u/s 391(1) and 391 (6) of the Companies Act, 1956. As the matter is sub-judice, necessary action, if any, will be taken on disposal of the pending cases.

Clause 14: Please refer note 2.9(a) to 2.9(d) of Notes to Financial Statement in this regard which are self explanatory.

In regard to qualifications made under certificate issued on Corporate Governance, we state:

(a) To cut cost, company is not having its own Website but sending financial data regularly to Stock Exchange in their required format for publishing at their website.

(b) In view of present financial condition of the company, effort is made to cut /reduce cost and accordingly Membership of CDSL was given up in the financial year 2005-06 as maximum activity of company''s shares are confined to NSDL.Shareholders were also informed to comply with this request through Annual Reports and Accounts.CDSL had stopped sending their data since financial year 2010-11.

13. APPRECIATION :

Your Directors wish to thank the company''s stakeholders and fixed deposit holders for their support.

On behalf of the Board of Directors 31st July, 2014 DEBDATTA SAILA Kolkata Chairman

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Mar 31, 2010

The directors hereby present their 26th Annual Report together with the audited statement of accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS Rs. In Lacs

2009-10 2008-09

Loss before Tax 3519.24 4071.48

Less : Provision for Taxation/Fringe benefit Tax 0.43 1.10

3519.67 4072.58

Add : Balance of Loss brought forward from last year 33293.57 29220.99

Transfer to Balance Sheet 36813.24 33293.57

2. DIVIDEND:

In view of the loss, your Directors regret their inability to recommend any dividend for the year under review.

3. OPERATIONS:

Income from operation dropped in the current year from the year 2008-09 because mostly all deals have matured. The reason for constant increase in loss is mainly due to provision for interest on bank/FII borrowings and fixed deposit, provisioning of NPA as per RBI guidelines and diminution in value of investment.

Company made a relentless efforts for collection this year from written off/provided/ NPA parties because the company was experiencing that resorting to legal recourse was not yielding desired result and was also impacting adversely companys cash flow. But this years collection drive was not satisfactory. A few, defaulting clients have been reidentified and if in the next financial year the company is successful in this objective, an impressive amount is expected to be collected.

Discussion for out of court settlement with UCO Bank , leader of Consortium of Banks did not make any satisfactory progress.

Scheme of Arrangement for Re-organisation of Share Capital of Nicco Uco Alliance Credit Limited and Compromise with Fixed Deposit Holders under Sec.391 & 394 of the Companies Act, 1956 is on the verge of final stage: the Judge of the Honble High Court, Calcutta has reserved her verdict. However, Company is paying to such depositors who were aged and/or required funds for medical exigency. The case filed by the Consortium of Banks in DRT Kolkata was being contested by the Company on the ground of maintainability and Contempt proceedings against the company and its Directors in the Board in 2005-06 was also opposed and the matter is pending. Another case in DRT Court had been filed by UCO Bank for the funding of Mehta Transport deal which was inadvertently not included when the above case was filed by the Banks with other consortium members. IFCI not being part of Consortium of Banks, had filed a separate case in DRT Kolkata for their share of loan. Indusind Bank had filed a suit in DRT Court in Chennai on account of securitised loan. Axis Bank Chennai has filed a suit in Chennai on account of securitization loan. IFCW has filed a suit in Kolkata for recovery of the loan amount. All these cases are being contested by the Company.

In the Sarfaeci proceedings initiated by UCO Bank and other against the company, being aggrieved by DRATs Order, company filed a Writ Petition before Honble High Court, Calcutta and due to some deficiency in the procedure followed by UCO Bank and Ors., the said Court Ordered that no coercive steps should be taken by Bank. Bank had appealed against this Order.

4. FIRE AT NICCO HOUSE:

As reported earlier, due to fire on 27th March 09, Company has incurred substantial loss and an on account payment of Rs. 10 lacs has been received from Insurance Company and accordingly various repair and rehabilitation works were undertaken and they are at the stage of completion when the documents would be lodged with Insurance company for final settlement.

Various modern fire prevention instruments are being installed including erection of two way staircase for which Company is also contributing proportionately. Electric connection had been restored in Nicco House with effect from August, 2009 which brought normalcy in working condition.

5. INVESTIGATION U/S 235 OF THE COMPANIES ACT, 1956:

At the report of Registrar of Companies, West Bengal, Investigation had been initiated by Serious fraud Investigation Office (SFIO) w.e.f 26th June 08 and it is on the verge of completion and SFIO shall submit its report to Central Govt., Ministry of Corporate Affairs, New Delhi and a copy shall be forwarded to the Company as per the procedure laid down in the Companies Act, 1956.

6. MIS-APPROPRIATION OF COMPANYS FUND:

Two employees were identified to be the culprit for misappropriation of Companys fund amounting to Rs. 140.32 lacs and Rs. 0.30 lacs in the financial year 2008-09 and 2009-10 respectively. They were arrested and kept in police/jail custody. As given to understand, DCDD, Lai Bazar, Kolkata had located various investments made out of that fund which had been attached. Company is making all endeavours for the recovery of misappropriated fund. Investigation is still in progress.

Domestic Enquiry against the two employees have been completed in April 10. One of the employee have moved City Civil Court for Injunction which has been opposed by the company.

7. SUBSIDIARY COMPANY:

The wholly owned subsidiary, Nicco Insurance Agents and Consultants Ltd. (NIACL) has incurred a loss of Rs. 0.29 lacs as they could not generate any business.

8. STATUTORY INFORMATION:

The company has generally observed all prudential norms prescribed by RBI excepting maintenance of SLR though the certificate of Registration has been cancelled by RBI.

There were no employees during the year ended 31st March 10 in respect of whom the particulars are required to be disclosed with reference to Section 217(2A) of the Companys Act 1956.

Since your Company has no manufacturing activities, the disclosure relating to conservation of energy, technology absorption is not applicable under the provisions of companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988.

The Company had no Foreign exchange earnings and outgo during the year under review.

9. DIRECTORS:

Justice N. K. Bhattacharyya (Retd.) and Mr. L. N. Kaul retire by rotation in the ensuing twenty sixth Annual General Meeting and being eligible offer themselves for reappointment.

Company has received a letter dt. 21st May 10 from Ministry of Corporate Affairs (MCA) approving the remuneration of Mr. L. N. Kaul Managing Director for the period 15th April 08 to 14th April 10 with marginal reduction in remuneration. While granting approval MCA did not give its sanction in respect of Rs. 2.72 lacs paid earlier for the financial year 2007-08. Company is writing to MCA to kindly review its decision for the aforesaid two periods. Due to indifferent health Justice N. K. Bhattacharyya (Retd.) Chairman, has opted not to have Chairmans office at his residence and therefore, with effect from 1st March 10 Chairmans office had been discontinued. Till full recovery of health of Mr. Bhattacharyya, Mr. Debdatta Saila was appointed as Chairman in the Board Meeting held on 31st May, 2010.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Act, the Directors state that :

(a) in the preparation of the Annual Accounts for the year ended March 31, 2010, applicable Accounting Standards have been followed with no material departure;

(b) your directors have selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2010;

(c) Your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding assets of the company for preventing and detecting fraud and other irregularities and while discharging their duties they had relied on the contention of the Management and also on the report of the Internal Auditors (outside firm) both of which required improvement in several aspects.

(d) The accounts for the year ended March 31,2010 have been prepared on a going concern concept based on legal opinion obtained preceding final outcome of the appeal preferred by the Company against cancellation of Certificate of Registration by RBI.

11. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE:

In accordance with the requirement of the listing Agreements with the Stock Exchange, a report on the Management Discussion and Analysis is attached hereto (Annexure A). A Report on the status of Compliance of Corporate Governance norms along with the certificate of the Auditors is also attached (Annexure B).

12. AUDITORS & AUDITORS REPORT:

M/s.Singhi & Co., Chartered Accountants, retire and being eligible offer themselves for reappointment. The auditor have confirmed that the reappointment, if made, will be within the limit prescribed under Section 224 (1B) of the Companies Act, 1956.

In regard to qualification made by Auditors in Auditors Report, Annexure to the Auditors Report and Certificate issued on compliance of conditions of Corporate Governance , all of them dated 31st May,2010, the comments of the Board of Directors are as under against respective clauses of the said report :

AUDITORS REPORT:

CI.5 Directors are of the view that although none of the Directors on the Board are Director/s in any other company, the provision of 274(i)(g) is not applicable because 5 years have already elapsed when the company defaulted first in the year 2004-05 in paying interest /principal amount to fixed deposit holders.

CI.6 (a)(i) Please refer to Note No. 10 in Schedule 15B in this regard. Necessary action, if any, will be taken on disposal of the appeal.

(a)(ii) Please refer to Note No. 11 (a) in Schedule 15B in this regard. Necessary action, if any, will be taken on disposal of the case.

(a)(iii) Please refer to Note No. 11 (g) in Schedule 15B in this regard. Necessary action, if any, will be taken on disposal of the case.

(b) Please refer to. Note No. 14 in Schedule 15B in this regard. Huge loss suffered by the company since the F.Y 2003 - 2004 to date along with embargo on the company by RBI from doing fund based business have adversely impacted the cash flow position of the company. Shortfall in payment of fixed deposit as per modified CLB order arose due to paucity of fund.

(c) Please refer to Note No. 3(b) in Schedule 15B in this regard. The matter is pending before the Central Government and necessary action, if any, will be taken after the final decision.

(d) Please refer to Note No. 12 in Schedule 15B in this regard. Positive balances lying in the current accounts with the member of the consortium bank and other secured lenders are Non-encumbered in nature and the company has not relinquished its right over such asset. Hence, provisioning on unconfirmed current account balance was not felt necessary.

(e) Please refer to Note No. 19 in Schedule 15B in this regard. Repairs and renovation work is on the verge of completion and relevant documents will be lodged with the insurance company for final settlement. Settlement effect will be given thereafter.

(f) Please refer to Note No. 21 in Schedule 15B in this regard. The investigation conducted by SFIO is on the verge of completion.

(g) Necessary steps being taken to make payment to depositors / deposit with "Investors Education and Protection Fund".

ANNEXURE TO AUDITORS REPORT: Annexure 1

(a) Recreation of fixed asset register of Eastern Divisional Office (EDO) is under process from available old documents.

(b) The major value of fixed assets consisted of land, building and windmill which were visited by Directors / senior officials of the company during usual course of business. No major discrepancies were noticed during the year.

2(a) & (b) Since there is no live Lease and Hire Purchase deals and the outstanding against earlier deals have been provided for, the scope for physical verification of inventory doesnt exist and accordingly the same has not been verified.

CI. 4(i) Please refer Note No. 14 in Schedule 15B in this regard. Interest was provided at contracted rate and as per CLB order on outstanding fixed deposit liability. Steps are being taken for the said reconciliation.

(ii) Appropriate steps have been initiated by devising a multi layer checking system to remove the weaknesses noticed in the internal control system which is under constant review for scope of up gradation, if any.

CI.6 Net worth of the company has completely been eroded due to huge loss suffered by the company. Thus, present outstanding fixed deposit liability of the company has exceeded the prescribed ceiling.

(a) The order has been duly complied with by the company.

(b) Please refer to Note No. 10 in Schedule 15B in this regard. Necessary action, if any, will be taken on disposal of the appeal.

(c) Please refer to Note No. 14 in Schedule 15B in this regard. Huge loss suffered by the company since the F.Y 2003 - 2004 to date along with embargo on the company by RBI from doing fund based business have adversely impacted the cash flow position of the company. Shortfall in payment of fixed deposit as per modified CLB order arose due to paucity of fund.

(d) Due to paucity of fund as explained above, the company couldnt comply with the prescribed liquidity requirement during the year.

CI.9 (a) Due to mounting loss, closure of business / cancellation of certificate by RBI, exodus of executives, the company is unable to identify the liability. Efforts are being taken for verification of such liability. However, necessary steps being taken to make payment to depositors / deposit with " Investors Education and Protection Fund" for dues more than seven years.

CI.10 Net worth of the company has completely been eroded due to huge loss suffered and large provisioning made by the company.

CI.11 Consequent upon cancellation of certificate of registration by RBI, projections made in the scheme filed u/s 391 (1) and 391 (6) of the Companies Act, 1956 for revival of the company was jeopardized. UCO Bank and other secured lenders have then initiated various legal actions against the company as detailed in Note No. 11 (a) to 11 (g) in Schedule 15B. The company was then compelled to withdraw the said scheme filed u/s 391(1) and 391(6) of the Companies Act, 1956. As the matter is sub- judice, necessary action, if any, will be taken on disposal of the pending cases.

CI.14 Most of the companies are making huge losses / have gone into liquidation and therefore despite writing to them for transfer of shares in the name of the company, no response has been received.

CI.21 Please refer to Note No. 20 in Schedule 15B in this regard. Final impact of the fraud perpetrated on the company could be identified on completion of the investigation.

In regard to qualification under clause (b) of certificate on Corporate Governance , we state that there is an embargo on the company from doing fund based business due to cancellation of Registration by RBI (appeal preferred by Company is pending).Hence, question of risk assessment and minimization procedure does not arise.

13. APPRECIATION :

Your Directors wish to thank the companys stakeholders and fixed deposit holders for their support.



ON BEHALF OF THE BOARD OF DIRECTORS

31st May, 2010 .

DEBADATTA SAILA

Kolkata Chairman