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Directors Report of Wonderla Holidays Ltd.

Mar 31, 2023

We present, with immense pleasure, the Directors'' Report along with the audited financial statements of Wonderla Holidays Limited for the financial year ended 31st March 2023. This report provides an overview of the Company''s operations, financial performance and key developments during the year.

1. Financial Performance:

During the year under review, Your Company, achieved significant growth and remarkable financial success. We are pleased to report the following key financial highlights:-

i. Revenue: Our total revenue for the year amounted to H 45,242 lakhs, representing an increase of 60% compared to H 28,288 lakhs for FY20. This growth can be attributed to opening up of tourism segment, favourable customer sentiment, innovative digital marketing strategies, calendarized events, reimagined F&B and merchandise launches.

ii. Profitability: The company maintained a strong profitability position with a net profit of H 14,890 lakhs. This signifies a 130% increase from H 6,478 in FY20, reflecting our continued focus on operational efficiency and cost management.

iii. Earnings per Share (EPS): The earnings per share for the year stood at 26.33, indicating a 130% increase from 11.46 for FY20. This demonstrates the company''s ability to generate value for its shareholders.

iv. Footfall: From the three parks the total footfall clocked was 33.11 lakhs, a mopping growth of 39% over 23.81 lakhs during FY20.

(Note: The numbers of FY23 are compared against FY20, since the business was not operational for full year during FY21 and FY22.)

Operational Highlights:

We made significant progress in several key areas of our business during the year:

2. Share Capital:

The share capital of the Company represents the financial foundation of our company and reflects the investments made by our shareholders. It is a key indicator of their ownership and commitment to our organization. As of March 31, 2023, the authorized share capital of the company stands at H 6,000 lakhs, divided into 600 lakhs equity shares of H 10 each.

During the financial year 2023, there have been no changes to the authorized share capital structure of the company.

Issued, Subscribed and Paid-up Share Capital:

The issued, subscribed and Paid-up share capital of the Company as of March 31, 2023 stands at H 5,655.92 lakhs, divided into 5,65,59,167 equity shares of H 10 each. During the financial year, the Company has allotted

11,983 equity shares to its employees according to Employee Stock Option Scheme 2016 and the same were listed on BSE Limited and National Stock Exchange of India Limited.

Shareholders'' Equity:

The shareholders'' equity represents the residual interest in the assets of the company after deducting its liabilities. As of March 31, 2023, the shareholders'' equity stands at H 950 crores. This reflects the total value of shareholders'' investments in the company and the retained earnings generated over the years.

Dividends:

We are pleased to report that for the financial year 2023, the Board of Directors of the Company have recommended H 2.50 (25%) per equity share of face value of H 10 each, subject to the approval of the members at the 21st Annual General Meeting, reflecting our strong financial performance and the company''s ability to generate sustainable returns for our shareholders.

We sincerely appreciate the trust and confidence placed in us by our shareholders, and we remain dedicated to enhancing shareholder value through effective capital management, prudent financial decision-making, and a relentless focus on delivering sustainable growth and profitability.

The Company’s Dividend Distribution Policy is available at

http://www.wonderla.com/investor-relations/prospectus-

and-policies.html.

Transfer to Reserves

The Company has transferred an amount of H 1.72 lakhs to the General Reserve for the financial year under review.

Deposits

During the year under review, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

Annual Return

Annual Return filed with the Ministry of Corporate Affairs is made available on the website of the Company www. wonderla.com/investor-relations.

3. Directors and Key Managerial Personnel

Appointment of Director:

We are pleased to announce the appointment of Madan Achutha Padaki (DIN: 00213971) as an additional Director of the Company w.e.f June 1, 2023 following the approval of the Board members and as an Independent Director subject to the approval of our esteemed shareholders at the ensuring Annual General Meeting.

Mr. Madan Padaki brings a wealth of experience and expertise to our board, further enhancing the diversity and knowledge base of our leadership team. With his extensive background in digital and emerging markets, Madan will play a crucial role in driving our company''s strategic vision and contributing to our continued growth and success.

Madan is holding prominent leadership positions in various organizations, where he is demonstrating exceptional leadership, strategic acumen, and a track record of delivering results. He has consistently displayed a strong commitment to innovation, and stakeholder engagement, aligning perfectly with our company''s values and objectives.

In addition to his professional accomplishments, Madan possesses a deep understanding of emerging market trends, which will prove invaluable in guiding our company through the evolving business landscape and identifying new opportunities for growth and development.

As a member of our board, he will actively contribute to our corporate governance framework, providing independent and objective insights while upholding the highest standards of ethics and integrity. He will collaborate closely with our existing board members, leveraging their collective expertise to drive effective decision-making and ensure sustainable value creation for our shareholders.

We extend our warmest welcome to Madan and express our confidence in his ability to make a significant contribution to the future success of our company. We look forward to benefiting from his insights, guidance, and leadership as we continue to navigate the dynamic business landscape and pursue our strategic objectives.

Retirement of Director:

It is with mixed emotions that we announce the retirement of Mr. George Joseph from the position of Director of the Company. George Joseph has decided to step down from the board after 12 years of dedicated service and invaluable contributions to our company due to personal and logistic reasons. The retirement will be effective as of May 24, 2023.

During his tenure, George Joseph has played a pivotal role in shaping the strategic direction and success of our organization. His unwavering commitment, leadership, and extensive industry knowledge have been instrumental in our growth and achievements.

Throughout his years of service, George Joseph has consistently demonstrated an exceptional level of professionalism, integrity, and passion for our company''s mission. His valuable insights, wise counsel, and innovative ideas have greatly influenced our decisionmaking processes, ensuring that we stay on the path of sustainable growth and profitability.

George Joseph''s significant contributions extend beyond the boardroom. He has actively engaged with various stakeholders, including shareholders, employees, and external partners, fostering strong relationships and promoting a collaborative and inclusive corporate culture.

We would like to express our sincere gratitude to Mr. George Joseph for his unwavering dedication, remarkable achievements, and the positive impact he has made on our company. His guidance, expertise, and leadership have been invaluable to our growth and success and he will be greatly missed.

As Mr. George Joseph embarks on the next chapter of his journey, we extend our heartfelt appreciation and best wishes for a fulfilling and rewarding retirement. His legacy will continue to inspire and guide us as we build upon the strong foundation he helped establish.

On behalf of the board of directors and the entire Wonderla family, we would like to express our deepest gratitude to Mr. George Joseph for his remarkable service and the indelible mark he has left on our company. We will forever cherish his contributions and wish him happiness, health, and continued success in all his future endeavours.

Resignation of CFO:

Mr. Satheesh Seshadri, Chief Financial Officer, has tendered resignation for the position. His last day with the Company is June 30, 2023.

Satheesh has been an integral part of our leadership team and has played a significant role in guiding our financial strategy and ensuring the accuracy and integrity of our financial reporting. During his tenure, he has demonstrated exceptional expertise, dedication, and commitment to the growth and success of the Company.

After careful consideration, Satheesh has decided to resign to pursue new opportunities outside the Company. We deeply appreciate the contributions he has made and the positive impact he had on our financial management processes and systems.

We would like to express our gratitude to Satheesh for his valuable contributions, tireless efforts, and commitment to maintaining the highest standards of financial excellence. His leadership has been instrumental in achieving our financial goals and strengthening our position in the market.

The Board of Directors have initiated a comprehensive search for a qualified candidate to fill the role of CFO. During this transition period, Mr. Arun Sreenivasan, who is an experienced finance professional and a member of our existing finance team, will work closely with Satheesh to ensure a smooth transition and the continuity of our financial operations.

We are confident in the strength and talent of our finance team, and we remain committed to upholding the highest standards of financial governance, transparency, and accountability. We will continue to focus on delivering

sustainable growth and long-term value to our shareholders.

On behalf of the Board of Directors and the entire management team, we would like to extend our appreciation to Satheesh Seshadri for his service and wish him continued success in future endeavours.

4. Directors'' Responsibility Report

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013, the Board of your Company states that:

• In the preparation of annual accounts for the FY 2022-23, applicable Accounting Standards have been followed along with proper explanation being provided relating to material departure if any;

• The Accounting policies have been selected and applied consistently and the judgement and estimates made are reasonable and prudent to give a true and fair view of the affairs of the Company as of 31st March 2023 and the loss of the Company for the same period;

• The annual accounts are being prepared on a going-concern basis;

• Internal financial controls are in place and such internal financial controls are adequate and operating effectively;

• Proper and sufficient care is being taken towards the maintenance of accounting records for safeguarding the assets of the Company and for preventing and detecting frauds and irregularities; and

• Proper system is followed to ensure compliance with the provisions of all applicable laws and such system is adequate and operating effectively.

• Based on the framework of internal financial controls, compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors, the reviews performed by the management and the relevant board committees, including the Audit Committee, the Board believes that the Company''s internal financial controls were adequate and efficient during the financial year 2022-23.

5. Internal Financial Control Systems and their adequacy

At Wonderla, we place great importance on maintaining robust internal financial controls to safeguard the company''s assets, ensure accuracy and reliability of financial reporting, and promote efficient operations. We believe that effective internal financial controls are vital in mitigating risks, fostering transparency, and maintaining the trust of our stakeholders.

During the reporting period, our management, in conjunction with internal and external audit teams, has diligently reviewed and assessed the adequacy and effectiveness of our internal financial controls. We are pleased to report that our internal financial control framework continues to be comprehensive, well-designed, and adequately implemented across various functions and departments.

The key aspects of our internal financial control framework encompass the following areas:

i. Control Environment: We have established a strong control environment that emphasizes ethical conduct, accountability, and compliance with relevant laws and regulations. This includes a well-defined organizational structure, clear segregation of duties, and a robust code of conduct that guides our employees'' behavior.

ii. Risk Assessment and Management: We employ a systematic approach to identify, assess, and manage risks that could impact our financial reporting and operations. Regular risk assessments are conducted to identify emerging risks, and appropriate controls are implemented to mitigate these risks.

iii. Policies and Procedures: We have implemented comprehensive policies and procedures across our organization to govern various financial processes, including procurement, expenditure, revenue recognition, treasury management, and financial reporting. These policies and procedures are periodically reviewed and updated to align with evolving business needs and changing regulatory requirements.

iv. Authorization and Approval Processes: We have well-defined processes for authorization and approval of financial transactions, ensuring that appropriate levels of authority are assigned and adhered to. This helps in preventing unauthorized transactions and minimizing the risk of fraud or error.

v. Segregation of Duties: We maintain a clear segregation of duties to ensure that no individual has control over all aspects of a transaction. This segregation of duties helps in minimizing the risk of fraudulent activities and ensures that checks and balances are in place.

vi. Monitoring and Review Mechanisms: We have established a robust system of ongoing monitoring and periodic review of our internal financial controls. This includes regular internal audits, management reviews, and external audits conducted by independent audit firms to validate the effectiveness and adequacy of our controls.

vii. Training and Awareness: We believe in fostering a culture of financial discipline and continuous improvement. To that end, we provide regular training and awareness programs to our employees, ensuring

they understand their roles and responsibilities in maintaining internal financial controls and are equipped with the necessary knowledge and skills.

We are pleased to affirm that our internal financial controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable accounting standards. However, we also recognize that the evolving business landscape and emerging risks necessitate ongoing enhancements to our internal financial control framework.

As part of our commitment to continuous improvement, we have undertaken initiatives to strengthen our controls further, leveraging technology, data analytics, and best practices in the industry. We remain dedicated to addressing any identified control gaps promptly and ensuring the adequacy of our internal financial controls in the future.

We would like to express our appreciation to all our employees for their adherence to our internal financial control framework and their commitment to upholding the highest standards of financial integrity. We also extend our gratitude to our audit committees, internal auditors, external auditors, and regulatory authorities for their valuable contributions in assessing and validating the effectiveness of our internal financial controls.

In conclusion, we are confident that our internal financial control framework, with its adequacy and effectiveness, provides a strong foundation for prudent financial management, risk mitigation, and accurate financial reporting. We remain committed to sustaining and enhancing these controls to ensure the integrity and reliability of our financial operations.

6. Safety and Hygiene

At Wonderla, we are committed to providing our guests with a fun and enjoyable experience, while also ensuring their safety and well-being. As such, we have implemented a comprehensive safety and hygiene protocol across our parks to provide a safe and healthy environment for our visitors, employees, and stakeholders.

Safety Measures:

• We have installed state-of-the-art rides and attractions that are maintained to the highest standards of safety. We have a rigorous inspection process in place that includes daily checks, monthly maintenance, and annual certification from certified inspectors. Our staff undergoes regular training and drills to ensure that they are prepared to handle any emergency situations that may arise.

• We have also implemented strict guidelines for guests that include height and weight restrictions, as well as health and safety warnings on rides that

are not suitable for certain individuals. Our staff is trained to monitor guests on the rides to ensure they are following the guidelines, and we have also installed CCTV cameras to monitor ride activity for any potential safety issues.

i. Ride Inspections: Our amusement park adheres to strict inspection protocols for all rides and attractions. We conduct regular inspections, maintenance, and testing of equipment to ensure they meet or exceed industry safety standards. Trained technicians and engineers oversee these procedures to guarantee the safe operation of rides.

ii. Staff Training: Our staff members undergo comprehensive training programs that focus on guest safety, emergency preparedness, and standard operating procedures. They are well-versed in crowd management, first aid, and evacuation protocols to ensure a swift and coordinated response in any situation.

iii. Signage and Safety Instructions: Clear and prominent signage is placed throughout the park, providing safety instructions, height restrictions, and any necessary warnings for each attraction. Guests are encouraged to follow these instructions to ensure their own safety and that of others.

iv. Safety Barriers and Queue Management: We have implemented appropriate safety barriers, guardrails, and queue management systems to maintain orderly and secure lines, preventing any accidental contact with moving parts of the rides.

v. Emergency Response: Our park is equipped with emergency response systems, including first aid stations, automated external defibrillators (AEDs), and trained medical personnel to handle any medical emergencies that may arise.

Hygiene Measures:

i. Cleanliness and Sanitization: We maintain rigorous cleanliness standards throughout the park. Our dedicated cleaning staff ensures that common areas, restrooms, dining facilities, and seating areas are regularly cleaned and sanitized. High-touch surfaces, such as ride handles, safety bars, and handrails, receive frequent sanitization.

ii. Hand Hygiene: Hand sanitization stations are strategically placed across the park for guests and employees to maintain proper hand hygiene. We encourage everyone to practice regular handwashing with soap and water for at least 20 seconds.

iii. Food Safety: Our restaurant personnel strictly adhere to food safety regulations and guidelines. They follow proper food handling, storage, and preparation practices to ensure the safety and quality of the food served.

iv. Waste Management: We have implemented effective waste management systems to maintain cleanliness and prevent environmental hazards. Adequate trash bins are available throughout the park, and waste disposal processes are in place to ensure proper segregation and disposal of waste materials.

v. Staff Health and Hygiene: We prioritize the health and well-being of our employees. Regular health check-ups and hygiene training are conducted to ensure that our staff members maintain high personal hygiene standards.

We continuously monitor and review our safety and hygiene protocols to adapt to changing circumstances and advancements in best practices. We collaborate with relevant authorities, safety experts, and industry associations to stay updated on the latest safety guidelines and implement necessary improvements.

At our parks and resort, we want our guests to have a memorable and enjoyable experience while feeling confident in their safety and well-being. We remain dedicated to providing a safe and hygienic environment for everyone, and we appreciate the cooperation and support of our guests in following the safety and hygiene measures we have implemented.

We welcome any feedback or suggestions regarding safety and hygiene at our amusement parks and resort. Together, we can ensure a safe and unforgettable experience for all visitors.

7. Corporate Governance

The Board of Directors seeks to embed and sustain a culture that will enable the Company to achieve its objectives through effective corporate governance and enhance transparent engagement with key stakeholders. In its constant endeavour to benchmark the policies and practices and in the light of various developments in the realm of corporate governance and regulatory reforms, the Company continues to maintain and implement noble standards of corporate governance and ethical business practices.

A separate report on Corporate Governance setting out the governance structure, principal activities of the Board and its Committees and the policies and practices that enable the Board to fulfil its stewardship responsibilities together with a Certificate from the Secretarial Auditor of the Company M/s. Somy Jacob & Associates, Practising Company Secretaries, confirming compliance with the conditions of corporate governance is attached with the Corporate Governance Report as Annexure - I.

8. Composition and Meetings of the Board and Committees

During the financial year 2022-23, the Board of Directors had five board meetings. The details regarding the composition and meetings of the Board as well as

Committees are provided in the Corporate Governance Report, forming part of this Report as Annexure - I.

9. Declaration from Independent Directors

For the year under review, the Company has received declarations from the Independent Directors of the Company viz., Mr. M. Ramachandran (DIN: 07972813), Mr. Gopal Srinivasan (DIN: 00177699), Ms. Anjali Nair (DIN: 08574898) and Mr. K Ullas Kamath (DIN: 00506681) which state that they fulfil the criteria to act as Independent Director as envisaged in Section 149 (6) & (7) of the Companies Act, 2013 as well as under SEBI (LODR) Regulations, 2015.

10. Nomination and Remuneration Policy

Your Company has adopted a Nomination and Remuneration Policy in terms of Section 178 of the Companies Act, 2013. The policy has been suitably amended to accommodate payment of remuneration to Non-Executive Directors and Independent Directors in the event of loss or inadequacy of profits in line with the amended provisions of Schedule V of the Companies Act, 2013. The said Policy is available on the Company''s website at http://www.wonderla.com/investor-relations/ prospectus-and-policies.html

11. Evaluation of Board, Committees, individual Directors and Chairman

The evaluation of Board, Committees of the Board, individual Directors and Chairman pursuant to the provisions of Companies Act, 2013 and the Listing Regulations was conducted for FY 2022-23 by engaging an external independent firm having requisite expertise in this field. An online questionnaire method was adopted for evaluation based on the criteria formulated by the members of the Nomination and Remuneration Committee (“NRC”). The evaluation was made to assess the performance of individual Directors, committees of Board, Board as a whole and the Chairman. Adherence to the Code of Conduct, display of leadership qualities, independence of judgement, integrity and confidentiality, etc., were the criterion based on which the performance evaluation was conducted.

The Nomination and Remuneration Committee at their meeting held on May 24, 2023 reviewed the outcome of the evaluation process. The Directors were satisfied by the constructive feedback obtained from their Board colleagues’.

12. Familiarization program for Board Members

New Directors inducted to the Board are introduced to the operations and culture of the Company through orientation sessions. Current Executive Directors and Senior Management provide an overview of operations and familiarize the new Directors on matters related to the vision and values of the Company.

The Company regularly conducts various familiarization programs for the Independent Directors as a part of the quarterly Board and Committee meetings. Various business heads make presentations to the Board periodically pertaining to the Company’s performance and future strategy for their respective department. Your Board also convenes strategy meetings from time to time to review long term growth plans of the Company. The Board is regularly apprised on all regulatory and policy changes relevant to the business by the Senior Management and the Auditors of the Company.

The familiarisation programs imparted to the Independent Directors included presentations about the strategies, operations, competition landscape, finance, human resource, technology, etc.

13. Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review are annexed hereto and form part of the Directors'' Report as Annexure - II.

14. Statutory Auditor

As per Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Members of the Company had approved the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants [Firm registration number: 008072S] as statutory auditors of the Company at the 19th Annual General Meeting (AGM) of the Company for a term of five years, which is valid till 25th AGM to be held in 2026. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

The Report given by Deloitte Haskins & Sells, Chartered Accountants, on the financial statements of the Company for the year 2023 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

15. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder, Mr. Somy Jacob of M/s. Somy Jacob & Associates, Company Secretaries, is appointed as the Secretarial Auditor of the Company for the FY 2022-23. The Secretarial Audit Report submitted by him is annexed to this Report as Annexure - III.

16. Board Diversity Policy

Your Company believes that a diverse and inclusive Board is essential for achieving long-term growth and development of the Company. This ensures timely anticipation of risks and opportunities. The Company

has a diverse Board consisting of Directors possessing a variety of skills, expertise, qualifications and experience. The details of the key qualifications, skills and attributes are forming part of the Corporate Governance Report. Your Company has a Board Diversity Policy which is available on the Company''s website at http://www.wonderlo.com/ investnr-relotinns/prnspeotus-nnd-pnlioies.html

17. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions, which is available on the Company’s website at www.wnnderla. cnm/investor-relotinns/prospectus-ond-pnlides. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. All related party transactions are placed before the Audit Committee and Board for review and approval.

No material related party transactions, i.e., transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered into by the Company during the year.

Disclosures as required under Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 as specified under Companies Act, 2013 which is annexed as Annexure - IV to this report.

18. Vigil Mechanism

The Vigil Mechanism (Whistle Blower Policy) of the Company encourages its Directors and employees to bring to the notice of the Company of any unethical conduct, misuse of unpublished price sensitive information, actual or suspected fraud, or violation of Wonderla''s Code of Conduct.

The mechanism provides for adequate safeguards against the victimization of Directors and employees and provides for direct access to the Chairman of the Audit Committee. The detailed Whistle Blower Policy is available on the website of the Company www.wpnderla. com/investor-relations/prospectus-and-policies.

19. Policy on Prevention of Sexual Harassment at Workplace

Your Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the year the Company has not received any complaints about sexual harassment at the workplace.

20. Corporate Social Responsibility

The composition, role, functions and powers of the Corporate Social Responsibility (CSR) Committee of the Company are as per the requirements of the Companies Act, 2013. Your Company has been a pioneer towards fulfilling its CSR obligations and has taken initiatives under CSR Programmes. Your Company has a CSR Policy and the same has been placed on Company''s website www.wnnderla.cnm/investnr-relations/prospectus-and-polides.html. The Annual Report on CSR Activities is provided in Annexure - V, forming part of the Directors'' Report.

21. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report describing measures taken along the key principles elucidated in the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' framed by the Ministry of Corporate Affairs (MCA) is made part of the Directors Report. The Report is annexed as Annexure - VI. The policies as required under Principle-wise Index are published on the website www. wnnderla.cnm/investnr-relatinns/prnspectus-and-pnlicies.

22. Particulars of loans, guarantees and investments

Particulars of the loans given, guarantees provided and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 for the year ended 31st March 2023 are provided in the Notes to the financial statements.

23. Conservation of Energy, Technology up-gradation & Foreign Exchange earnings & outgo

The information on conservation of energy, technology up-gradation, foreign exchange earnings & outgo, according to Section 134(3) (m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure - VII.

24. Secretarial Standards

Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act.

25. Particulars of employees

As of March 31, 2023, the total number of permanent employees in the Company is 627.

The particulars of employees under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - VIII.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any Shareholder on request. Such details are also available on your Company''s website http://www.wonderlo.com/investor-relntinns/onnunl-repnrts.html.

26. Employee Stock Option Scheme

Your Company has an Employee Stock Option Scheme viz., Employee Stock Option Scheme (ESOS) 2016 and the same is in line with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014. The Company has received a certificate from the Secretarial Auditor of the Company that the Scheme has been implemented as per the SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolution(s) passed by the Members of the Company. The certificate would be placed at the ensuing AGM for inspection by Members of the Company.

Relevant disclosures according to Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been made and the same is attached to this report as Annexure - IX.

27. Variation of the market capitalization of the Company

The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The market capitalization as of 31st March 2023 was H 2,422.15 Crores as against H 1,329.42 Crores as of 31st March 2022.

28. Investor Relations

Your Company has an active Investor Relations (IR) Programme and continuously strives for excellence in its IR engagement with international and domestic investors through various mediums such as quarterly earnings calls, Investor & Analyst Days, site visits, one-on-one and group meetings, participation in investor conferences and non-deal Roadshows.

The senior management consisting of the Managing Director and CFO involve themselves regularly in investor and analyst interactions and make detailed and transparent disclosures on the Company''s operational and financial performance. The investor and the analyst community have appreciated your Company''s IR team and the practices.

29. Bhubaneswar project update

The Board of Directors are delighted to share that the construction work on Bhubaneswar project has commenced and is steadily progressing. Full efforts are on to open the fourth park at the earliest. The Board likes to place on record magnificent co-operation and support being received from the officials of various departments of Government of Odisha.

Water connectivity and temporary power are in place. Access road widening by IDCO is in progress. Construction work of buildings for powerhouse etc., is in progress. The PCB and fire approvals are in progress.

30. Chennai project update

The Company has been rigorously pursing the matter of wavier of Local Body Tax of 10% with the Government of Tamil Nadu. The Company expects to receive a favourable response.

31 New geographies

Strong interest is being shown by the Governments of Madhya Pradesh and Punjab to have Wonderla in their respective states. The land parcels are being shortlisted in both the locations for long-term lease.

32. Significant/Material Orders passed by the Regulators

No such instances were reported during the financial year under review.

33. Appreciation

We express our heartfelt appreciation and gratitude to all our stakeholders for their unwavering support, trust, and commitment to our organization. Your continued collaboration and contributions have been vital to our success, especially during the past year.

First and foremost, we would like to extend our appreciation to our shareholders. Your investment and belief in our company have provided the foundation for our growth and prosperity. Your unwavering support has allowed us to pursue new opportunities, expand our operations, and deliver sustainable value to our shareholders.

To our esteemed customers, we extend my deepest gratitude. Your loyalty, feedback, and trust in our products and services have been instrumental in driving our innovation and shaping our business strategies. We remain dedicated to exceeding your expectations and delivering exceptional experiences that create lasting partnerships.

We would also like to recognize our employees, the backbone of our organization. Your dedication, resilience, and passion are the driving force behind our achievements. Your hard work and commitment to excellence have ensured that we continue to deliver high-quality products and services to our customers. Your relentless pursuit of our company''s mission and values inspires us all.

Our suppliers and business partners have played a pivotal role in our success. Your collaboration, reliability, and shared vision have enabled us to build strong and mutually beneficial relationships. Together, we have overcome challenges, embraced innovation, and achieved remarkable outcomes. We extend our deepest appreciation to all our suppliers and partners for their unwavering support.

Last but certainly not least, we would like to acknowledge the communities in which we operate. We recognize our responsibility to be good corporate citizens and to contribute to the social and economic well-being of the communities we serve. Your support and trust in our organization allow us to create positive impacts through various corporate social responsibility initiatives.

As we reflect on our achievements, we also remain committed to continuous improvement and growth. We understand that our success is built on the collective efforts and collaborations of all our stakeholders. Your feedback, insights, and constructive criticism have been invaluable in shaping our strategies and fostering a culture of innovation.

The Board of Directors and the entire management team, expresses deepest gratitude to all our stakeholders for their unwavering support and dedication. Your commitment and contributions have been fundamental to our achievements, and we look forward to continuing this journey together, creating shared value and building a brighter future.

For and on behalf of the Board of Wonderla Holidays Limited

Place: Kochi M. Ramachandran

Date: 24/05/2023 Chairman


Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting the 16th Annual Report together with the audited financial statements for the year ended March 31, 2018.

1. Overview of Company’s Financial Performance

The financial and operating highlights for the year under review, compared with the previous Financial Year, are given below:

(Rs. In Lakhs)

Particulars

2017-18

2016-17

Income from operations

27,049.34

26,282.23

Operating Expenses

18,138.71

19,584.88

Profit from operations before depreciation and finance costs

8,910.63

6,697.35

Other income

784.72

1,216.32

Profit from ordinary activities before finance costs

9,695.35

7,913.67

Finance cost

120.68

132.51

Depreciation

3,650.51

2,927.86

Profit from ordinary activities after finance costs

5,924.16

4,853.30

Tax expense

2,073.77

1,462.19

Net profit after tax

3,850.39

3,391.11

Other Comprehensive income

Items that will not be reclassified subsequently to profit or loss

11.31

6.64

Items that will be reclassified subsequently to profit or loss

-

-

Total other comprehensive income, net of tax

11.31

6.64

Total comprehensive income for the year

3,861.70

3,397.75

Earnings per share (EPS)

Basic

6.81

6.00

Diluted

6.81

6.00

Review of Operations:

For the year ended 31st March 2018 the Company’s revenue from operations was Rs. 27,049 lakhs as against Rs. 26,282 lakhs during the corresponding period of previous financial year registering growth of 3%. Profit Before Tax was Rs. 5,924 lakhs as against Rs. 4,853 lakhs for the same period during the previous year. Net Profit After Tax for the fiscal 2017-18 was Rs. 3,850 lakhs as against Rs. 3,391 lakhs in 2016-17. During the Financial year total footfalls across the three parks were 24.87 lakhs as against 26.59 lakhs during the previous year. During the year under review, there was no change in the nature of the business of the Company.

2. Dividend

The Board of Directors have recommended final dividend of Rs. 1.50 per equity share having face value of Rs. 10 each, subject to approval of Members at the 16th Annual General Meeting, which is inline with the Dividend Distribution policy of the Company. For the previous year, the Company had paid Dividend of Re. 1.00 per equity share of Rs. 10 each.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”), the top 500 listed entities based on market capitalization are required to formulate Dividend Distribution Policy. The Company has formulated its Dividend Distribution Policy and the details are available on the Company’s website at http://www.wonderla.com/investor-relations/prospectus-and-policies.html

3. Transfer to Reserves

The Company has transfered an amount of Rs. 385.04 lakhs to General Reserve.

4. Share Capital

The Authorised Equity Share Capital of the Company is Rs. 6,000 lakhs. Paid-up Share Capital as on March 31, 2018 was Rs. 5,650.07 lakhs. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

5. Finance and Accounts

During the year under review the rating agency ICRA reaffirmed AA- (Stable) rating for the Company’s long term borrowings and assigned A1 rating for the short term borrowings.

As mandated by the Ministry of Corporate Affairs the Company has adopted IndAS for the financial year commencing April 1, 2017. The estimates and judgments relating to the financial statements are made on prudent basis so as to reflect in a true and fair manner the form and substance of the transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2018.

6. Deposits

During the year under review, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

7. Awards/ accolades

TripAdvisor Travellers Choice has ranked

Wonderla Bangalore as No.1 Amusement Park in India and No.6 in Asia;

Wonderla Kochi as No.4 in India and No.13 in Asia; and Wonderla Hyderabad as No.8 in India

Wonderla Holidays Limited, Bangalore, has been awarded with Prashamsa Suraksha Puraskar 2017 for Good Safety Performance and Management Systems by the National Safety Council - Karnataka Chapter.

Wonderla Kochi has won the Kerala State Pollution Control

Board Award 2015-16, consecutively for the fourth time.

8. Directors and Key Managerial Personnel

i. Appointments and Re-appointments

Mr. M. Ramachandran (DIN: 00177699) was appointed as an Additional Director, designated as Chairman of the Company, to serve on the Board with effect from 15th November 2017. The Members at a General Meeting convened through Postal Ballot appointed him as an Independent Director to hold office for a term of two years.

During the financial year Mr. George Joseph (DIN: 00253754) was appointed as Whole-Time Director of the Company, designated as Executive Vice -Chairman, for a period of two years commencing from November 15, 2017. The Members at a General Meeting convened through Postal Ballot have approved the said appointment.

Mr. Kochouseph Chittilappilly (DIN: 00020512) retires by rotation at the forthcoming 16th Annual General Meeting as per the provisions of Section 152 (6) & (7) of the Companies Act, 2013 and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

ii. Resignations

Mr. D. S. Sachdeva resigned as Chief Executive Officer (CEO) during the year. The Board places on record its appreciation for the initiatives taken by him to drive business of the Company.

9. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Directors state that-

(I) in the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial year and of the profit of the Company for that period;

(III) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) the Directors had prepared the annual accounts on a going concern basis; and

(V) the Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(VI) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls, compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

10. Internal Control Systems

a. Internal control systems and their adequacy

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.

The Company has an external Internal Audit (IA) function. The scope and authority of the IA function is defined before commencing the Audit. To maintain its objectivity and independence, the IA function reports to the Audit Committee of the Board. The IA function evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the report of IA function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

b. Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has adopted accounting policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

11. Extract of Annual Return

The Extract of Annual Return pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, is enclosed to the Directors Report as Annexure I.

12. Health and Safety

Health and Safety (H&S) of employees and all stakeholders is an overarching value of your Company. Company’s policies stress to conduct the business in a manner that helps create a healthy and safe environment for all stakeholders (employees, contractors and customers) based on the adoption of a true safety culture. They further directs that H&S be embedded in everything the Company does when it comes to its people, its processes, its customers, in delivering results and in leading sustainability. The H&S rules define essential behavior necessary to ensure safety. Identifying H&S not as a separate activity but as a critical success factor for operational performance, the policy places personal responsibility on every individual employee at all levels for ensuring safe working conditions in their respective work areas coupled with a fair and transparent consequence management process, in the event of negligence or willful disregard for safety rules. The policy and rules were widely communicated across the organization to employees and contractor workmen.

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. All women, permanent, temporary or contractual including those of service providers are covered under the policy. An Internal Complaints Committee comprising four members has been set up which includes three women to redress complaints relating to sexual harassment. Besides, in each of the units there is one nodal person who receives and forward complaints to the first instance person (FIP) who is a woman” or directly to the Committee.

During the year, the Company has not received any complaint on sexual harassment. Awareness programmes were conducted across the Company to sensitize the employees to uphold the dignity of their colleagues at workplace, particularly with respect to prevention of sexual harassment. Some employees were sent to attend training program conducted by external agency.

13. Composition and Meetings of the Board and Committees

The composition and the number of meetings of the Board and various Committees of the Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

14. Declaration from Independent Directors

The Company, for the year ended 31st March, 2018, has received declarations from Independent Directors of the Company viz., Mr. M. Ramachandran (DIN: 00177699), Mr. Gopal Srinivasan (DIN: 00177699) and Mr. R. Lakshminarayanan (DIN: 00238887) which state that they fulfill the criteria to act as Independent Director as envisaged in Section 149 (6) & (7) of the Companies Act, 2013 as well as under SEBI Listing Regulations.

15. Nomination and Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy to fulfill the requirements as envisaged in Section 178 (2), (3) and (4) of the Companies Act, 2013. There has been no change in the Policy since previous year. The said policy is enclosed to the Report as annexure and also available on the website of the Company http://www.wonderla.com/ investor-relations/prospectus-and-policies.html

16. Annual Performance evaluation of Board, Committees and Directors and familiarization to Independent Directors

The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in compliance with the provisions of Section 134(3)(p) and Schedule IV of the Companies Act, 2013.

The performance and effectiveness of the Board and its Committees are fundamental to the success of the Company and there is a rigorous evaluation each year to assess how well the Board, its Committees, the Directors and the Chairman are performing. The evaluation process, during the fiscal year, was led by the Chairman with support from the Company Secretary. The process consisted of the completion, by all Directors, of a comprehensive questionnaire evaluating the performance of the Board, its Committees and individual Directors. The questionnaire considered Board processes and their effectiveness, Board composition, Board objectives, Board support, and content of discussion and focus at Board meetings and invited Directors to indicate where specific improvements could be made. Completion of the questionnaire by each Director was followed by one-to-one discussions between each Director and the Chairman where the Board’s role and structure, process, relationships and any emerging issues were discussed.

The overall results of the evaluation were considered by the Chairman and the principal recommendations were presented by him for review and discussion by the Board. The evaluation concluded that good progress has been achieved in most of the areas identified for action and that the Board and its Committees have continued to work very effectively in relation to most dimensions. Improvements are seen in many of the areas of focus identified in the evaluation undertaken. In addition, the Chairman has concluded that each Director contributes effectively and demonstrates full commitment to his/ her duties.

The Chairman, taking into account the views of the other Directors, reviewed the performance of Executive Directors’. The performance of the Chairman is reviewed by the NonExecutive Directors, led by the Independent Directors (IDs), taking into account the views of the Executive Directors. Following the latest review, the IDs considered and discussed with the Chairman the feedback relating to the Chairman’s performance that has been received from the Directors as part of the Chairman’s evaluation questionnaire. Following these discussions with the Chairman, the IDs were able to confirm that the performance of the Chairman continues to be effective, and that the Chairman continues to demonstrate appropriate commitment to his role.

To familarise the Independent Directors with strategy, operations and functions of the Company, the wholetime Directors and senior management personnel made presentations to them about the Company’s strategy, operations, service offerings, organization structure, finance, human resources, technology, quality, safety and hygiene and risk management.

17. Statutory Auditor

The Members of the Company at the 15th Annual General Meeting held on August 09, 2017, have approved the appointment of BSR & Associates LLP, Chartered Accountants (Firm Registration No. 116231W/W-100024), as Statutory Auditor of the Company for a period of 4 years, to hold office from the conclusion of 15th AGM till the conclusion of 19th AGM of the Company to be held in 2019, subject to ratification of their appointment by the Members at every AGM. Accordingly, appointment of BSR & Associates LLP, Chartered Accountants, as a Statutory Auditor of the Company is required to be ratified by the Members at ensuing AGM of the Company. The Company has received the consent from the Auditor and confirmation to the effect that they are not disqualified to be appointed as the Auditor of the Company in terms of the provisions of the Companies Act, 2013 and rules made thereunder. Accordingly, the Board of Directors has recommended the ratification of appointment of BSR & Associates LLP, Chartered Accountants, as Statutory Auditor of the Company, to hold office from the conclusion of the ensuing AGM till the conclusion of the 17th AGM, to the Members for their approval.

The Report given by BSR & Associates LLP, Chartered Accountants, on the financial statements of the Company for the year 2018 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

18. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, Mr. Somy Jacob of Somy Jacob & Associates, Practising Company Secretaries, was appointed to conduct Secretarial Audit of records of the Company for FY 2017-18. The Secretarial Audit Report on the Secretarial and Legal compliances of the Company for FY 2017-18 is enclosed (Annexure II) and forms part of Directors’ Report.

19. Board Diversity Policy

The Company recognizes and embraces the importance of a diverse Board for its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on the website of the Company (www.wonderla.com/investor-relations/prospectus-and-policies).

20. Related party transactions

During the year under review, your Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company for Related Party Transactions. The Company has formulated a policy on materiality of related party transactions and the procedure to deal with related party transactions. The detailed policy is available on the website of the Company (www.wonderla.com/investor-relations/prospectus-and-policies). As there was no material related party transaction entered by the Company during the Financial Year 2017-18 as per Related Party Transactions Policy, no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

21. Vigil Mechanism

The Vigil (Whistle Blower) Mechanism at Wonderla aims to provide a channel to the directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its Directors and employees who have genuine concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the mechanism and also provide for direct access to the Chairman of Audit Committee. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a person/ situation. The detailed policy content is available on the website of the Company.

22. Corporate Social Responsibility (CSR)

The composition, role, functions and powers of the Corporate Social Responsibility (CSR) Committee of the Company are in accordance with the requirements of the Companies Act, 2013. The Company has a Corporate Social Responsibility Policy which is available on Company’s website www.wonderla.com. Annual Report on CSR activities for the financial year 2018 as per the provisions of Section 135 of the Companies Act, 2013 and The Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure III.

23. Corporate Governance Report

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations forms an integral part of this Report and the same is attached to this report as Annexure IV. The requisite certificate from BSR & Associates LLP, Chartered Accountants, confirming compliance with the conditions of corporate governance is also attached with the Corporate Governance Report.

24. Management Discussion and Analysis

The Management Discussion and Analysis Report is annexed and forms part of the Directors’ Report (Annexure V).

25. Business Responsibility Report

Business Responsibility Report for the year under review, as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations, is attached with this report (Annexure VI).

26. Particulars of loans, guarantees and investments

The particulars of loans given, guarantees provided and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 for the year ended 31st March, 2018 are provided in Notes to the financial statements.

27. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3) (m) and Rule 8 (3) of The Companies (Accounts) Rules, 2014 is enclosed (Annexure VII).

28. Particulars of Employees

The particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed (Annexure VIII). As on 31st March 2018, the Company has 639 permanent employees.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any Shareholder on request. Such details are also available on your Company’s website http://www.wonderla.com/investor-relations/annual-reports.html

29. Employee Stock Option Scheme

Your Company has an Employee Stock Option Scheme viz., Employee Stock Option Scheme (ESOS) 2016 and the same is in line with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014. The Company has received a certificate from the Statutory Auditor of the Company that the Scheme has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolution(s) passed by the Members of the Company. The certificate would be placed at the ensuing AGM for inspection by Members of the Company.

Relevant disclosures pursuant to Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the same is attached to this report as Annexure IX.

30. Variations in market capitalization of the Company

The Equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The market capitalization of the Company as on March 31, 2018 was Rs. 1,930.06 Crores as against Rs. 2,186.86 Crores as on March 31, 2017. The closing price of Company’s equity shares on BSE and NSE as of March 31, 2018 was Rs. 340.85 and Rs. 341.60 respectively.

31. Appreciation

Your Directors greatly acknowledge and place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the various Government Authorities, the Banks / Financial Institutions and other stakeholders such as, members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company’s success. Your Directors look forward to their continued support in future as well.

For and on behalf of the Board of

Wonderla Holidays Limited

M. Ramachandran

Chairman

Place : Bangalore

Date : 26th May, 2018


Mar 31, 2017

Dear Members,

The Directors take pleasure in presenting the 15th Annual Report together with the audited financial statements for the year ended March 31, 2017.

1. Overview of Company''s Financial Performance

The financial and operating highlights for the year under review, compared with the previous Financial Year, are given below:

Rs, In Lakhs)

Particulars

2016-17

2015-16

Income from operations

27,041.26

20,535.94

Operating Expenses

19,779.88

12,114.72

Profit from operations before depreciation and finance costs

7,261.38

8,421.22

Other income

630.26

1,806.50

Profit from ordinary activities before finance costs

7,891.64

10,227.72

Finance cost

125.74

132.87

Depreciation

2,927.86

1,392.46

Profit from ordinary activities after finance costs

4,838.04

8,702.39

Tax expense

1,531.03

2,720.80

Net profit from ordinary activities after tax

3,307.01

5,981.59

Balance in Profit and loss account brought forward

16,506.66

12,448.78

Profit available for appropriation

19,813.67

18,430.37

a) Transfer to General Reserve

330.70

598.16

b) Interim Dividend

-

847.51

c) Proposed Final dividend

-

282.50

d) Tax on Interim Dividend

-

146.65

e) Tax on proposed Final dividend

-

48.89

Net surplus in the statement of profit and loss

19,482.97

16,506.66

Review of Operations:

For the year ended 31st March 2017 the Company''s income from operations wasRs,27,041 lakhs as againstRs,20,536 lakhs during the corresponding period of the previous financial year registering growth of around 31.68%. The Profit Before Tax wasRs,4,838 lakhs as againstRs,8,702 lakhs for the same period during the previous year. The net profit after tax for the fiscal year 2016-17 wasRs,3,307 lakhs as againstRs,5,981 lakhs in 2015-16. During the Financial year total footfalls across the three parks were 26.59 lakhs as against 22.36 lakhs for two parks during the previous year.

2. Dividend

The Board of Directors have recommended final dividend ofRs,1.00 per equity share having face value ofRs,10 each, subject to approval of Members at the 15th Annual General Meeting. For the previous year, the Company has paid a Dividend ofRs,2.00 (including interim Dividend ofRs,1.50) per equity share ofRs,10 each.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the top 500 listed entities based on market capitalization are required to formulate Dividend Distribution Policy. The Company has formulated its Dividend Distribution Policy and the details of which are available on the Company''s website at http://www.wonderla.com/ investor-relations/prospectus-and-policies.html

3. Transfer to Reserves

The Company proposes to transfer an amount ofRs,330.70 lakhs to General Reserve. An amount ofRs,19,482.97 lakhs is proposed to be retained for the year under review.

4. Share Capital

The Authorized Equity Share Capital of the Company isRs,6,000 lakhs. Paid-up Share Capital as on March 31, 2017 wasRs,5,650.07 lakhs. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

5. Deposits

During the year under review, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under.

6. Directors and Key Managerial Personnel

i. Retirements and Resignations

Mr. M.P. Ramachandran (DIN: 00553406) resigned from Directorship with effect from 2nd August 2016. The Board places its appreciation for the valuable guidance and services rendered by him during his association with the Company.

Mr. Nandakumar T. resigned as Chief Financial Officer (CFO) during the year. The Board places on record its appreciation for the services rendered by him during his tenure with the Company.

ii. Appointments and Re-appointments

Mr. Gopal Srinivasan (DIN: 00177699) and Mr. R. Lakshminarayanan (DIN: 00238887) were appointed as Additional Directors, to serve on the Board as Independent members, with effect from 2nd August 2016 till ensuing General Meeting.

The Company has received notices together with requisite deposit amount from two shareholders of the Company proposing the appointment of Mr. Gopal Srinivasan and Mr. R. Lakshminarayanan as

Directors of the Company. The Board is very confident that having Mr. Gopal and Mr. Lakshminarayanan on the Board would bring more dynamism in the functioning of the Board and their rich experience would enable the Company reach greater pinnacle. Hence the Board of Directors recommends the appointment of Mr. Gopal and Mr. Lakshminarayanan as Independent Directors for a term of five years commencing from ensuing Annual General Meeting.

Ms. Priya Sarah Cheeran Joseph (DIN: 00027560) retires by rotation at the forthcoming 15th Annual General Meeting as per the provisions of Section 152 (6) & (7) of the Companies Act, 2013 and being eligible offers herself for re-appointment. The Board recommends her re-appointment.

In view of the tenure of Ms. Priya as Whole Time Director expiring on May 27, 2017, the Nomination and Remuneration Committee and the Board have reviewed the performance of Ms. Priya and being satisfied recommends her re-appointment as Whole Time Director of the Company for a further term of five years w.e.f May 28, 2017.

Mr. N. Nandakumar was appointed as Chief Financial Officer (CFO) of the Company with effect from 27th March 2017.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Directors states that-

(I) in the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial year and of the profit and loss of the Company for that period;

(III) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) the Directors had prepared the annual accounts on a going concern basis; and

(V) the Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(VI) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls, compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2016-17.

8. Internal Control Systems

a. Internal control systems and their adequacy

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.

The Company has an external Internal Audit (IA) function. The scope and authority of the IA function is defined before commencing the Audit. To maintain its objectivity and independence, the IA function reports to the Audit Committee of the Board. The IA function evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the report of IA function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

b. Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has adopted accounting policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

9. Sexual Harassment of Women at Workplace

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. All women, permanent, temporary or contractual including those of service providers are covered under the policy. An Internal Complaints Committee comprising four members has been set up which includes three women to redress complaints relating to sexual harassment. Besides, in each of the units there is one nodal person who receives and forward complaints to the first instance person (FIP) who is a woman" or directly to the Committee.

During the year, the Company has received one complaint on sexual harassment and the same was resolved to the satisfaction of the aggrieved candidate. Awareness programmes were conducted across the Company to sensitize the employees to uphold the dignity of their colleagues at workplace, particularly with respect to prevention of sexual harassment. Some employees were sent to attend training program conducted by external agency.

10. Health and Safety

Health and Safety (H&S) of employees and all stakeholders is an overarching value of your Company. Company''s policies stress to conduct the business in a manner that helps create a healthy and safe environment for all stakeholders (employees, contractors and customers) based on the adoption of a true safety culture. They further directs that H&S be embedded in everything the Company does when it comes to its people, its processes, its customers, in delivering results and in leading sustainability. The H&S rules define essential behavior necessary to ensure safety. Identifying H&S not as a separate activity but as a critical success factor for operational performance, the policy places personal responsibility on every individual employee at all levels for ensuring safe working conditions in their respective work areas coupled with a fair and transparent consequence management process, in the event of negligence or willful disregard for safety rules. The policy and rules were widely communicated across the organization to employees and contractor workmen.

11. Board Meetings

The annual calendar of Board Meetings is tentatively agreed upon at the beginning of each year. Additionally, Board Meetings are convened to transact special business, as and when necessary.

Five Board Meetings were held during the Financial Year -May 24, 2016, August 2, 2016, October 27, 2016, January 31, 2017 and March 29, 2017. The gap between any two Board Meetings did not exceed 120 days.

The details of the attendance of Directors at the Board Meetings held during the Financial Year 2016-17 are provided in the Corporate Governance Report which forms part of this Report.

12. Declaration from Independent Directors

The Company, for the year ended 31st March, 2017, has received declarations from Independent Directors of the Company viz., Mr. George Joseph (DIN: 00253754), Mr. Gopal Srinivasan (DIN: 00177699) and Mr. R. Lakshminarayanan (DIN: 00238887) which state that they fulfill the criteria to act as Independent Director as envisaged in Section 149 (6) & (7) of the Companies Act, 2013 as well as under LODR.

13. Training of Independent Directors

To familiarize the Independent Directors with strategy, operations and functions of the Company, the whole time Directors and senior management personnel made presentations about the Company''s strategy, operations, service offerings, organization structure, finance, human resources, technology, quality, safety and hygiene and risk management.

14. Nomination and Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy to fulfill the requirements as envisaged in Section 178 (2), (3) and (4) of the Companies Act, 2013. The said policy is enclosed to the Report as annexure and also available on the website of the Company http://www.wonderla.com/ investor-relations/prospectus-and-policies.html

15. Annual Performance evaluation of Board, Committees and Directors

The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in compliance with the provisions of Section 134(3)(p) and Schedule IV of the Companies Act, 2013.

The performance and effectiveness of the Board and its Committees is fundamental to the success of the Company and there is a rigorous evaluation each year to assess how well the Board, its Committees, the Directors and the Chairman are performing. The evaluation process, during the fiscal year, was led by the Chairman with support from the Company Secretary. The process consisted of the completion, by all Directors, of a comprehensive questionnaire evaluating the performance of the Board, its Committees and individual Directors. The questionnaire considered Board processes and their effectiveness, Board composition, Board objectives, Board support, and content of discussion and focus at Board meetings and invited Directors to indicate where specific improvements could be made. Completion of the questionnaire by each Director was followed by one-to-one discussions between each Director and the Chairman where the Board''s role and structure, process, relationships and any emerging issues were discussed.

The overall results of the evaluation were considered by the Chairman and the principal recommendations were presented by him for review and discussion by the Board. The evaluation concluded that good progress has been achieved in most of the areas identified for action and that the Board and its Committees have continued to work very effectively in relation to most dimensions. Improvements are seen in many of the areas of focus identified in the evaluation undertaken. In addition, the Chairman has concluded that each Director contributes effectively and demonstrates full commitment to his/ her duties.

The Chairman, taking into account the views of the other Directors, reviewed the performance of Executive Directors''. The performance of the Chairman is reviewed by the Non Executive Directors, led by the Independent Directors (IDs), taking into account the views of the Executive Directors. Following the latest review, the IDs considered and discussed with the Chairman the feedback relating to the Chairman''s performance that has been received from the Directors as part of the Chairman''s evaluation questionnaire. Following these discussions with the Chairman, the IDs were able to confirm that the performance of the Chairman continues to be effective, and that the Chairman continues to demonstrate appropriate commitment to his role.

16. Auditors

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W) (the firm) was appointed as statutory auditor of the Company for a term of five years, to hold office from 14th AGM in 2016 till the conclusion of 19th AGM to be held in 2021, subject to ratification of their appointment at every subsequent Annual General Meeting. However the firm has resigned due to its internal restructuring. The Board has accepted the resignation of the firm on May 24, 2017 and proposes to appoint BSR & Associates LLP, Chartered Accountants (Firm Registration No. 116231W/W-100024), as statutory auditor. The Company has received a letter from BSR & Associates LLP stating its willingness and eligibility to act as statutory auditor of the Company as required under Section 139 of the Companies Act, 2013, if appointed by members. A resolution to this effect, forms part of the Notice convening the 15th Annual General Meeting and the same is recommended for your consideration and approval.

17. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, Mr. Somy Jacob of Somy Jacob & Associates, Practicing Company Secretaries, was appointed to conduct Secretarial Audit of records of the Company for the FY 2016-17. The Secretarial Audit Report on the Secretarial and Legal compliances of the Company for the FY 2016-17 is enclosed and forms part of Directors'' Report.

18. Members of Audit Committee

Mr. George Joseph, an Independent Non-Executive Director, is the Chairman of Audit Committee. Mr. Arun K Chittilappilly, Managing Director, Mr. Gopal Srinivasan, Independent Non-Executive Director and Mr. R. Lakshminarayanan, Independent Non-Executive Director are the other members of Audit Committee. All members of the Audit Committee are financially literate, and Mr. George Joseph, Mr. Gopal Srinivasan and Mr. R. Lakshminarayanan have related financial management expertise by virtue of their comparable experience and background. The Company Secretary acts as the Secretary to the Committee. Chief Financial Officer and Chief Executive Officer are permanent invitees to the Meetings of the Audit Committee. The concerned partners/ authorized representatives of the statutory auditor and the internal auditor are also invited to the meetings of the Audit Committee. The details relating to the terms of reference, composition, meetings and attendance are given in the Report on Corporate Governance forming part of this Report. During the Financial year 2016-17, the recommendations of Audit Committee were duly approved and accepted by the Board of Directors.

19. Board Diversity Policy

The Company recognizes and embraces the importance of a diverse Board for its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on the website of the Company.

20. Related party transactions

The Company has formulated a policy on materiality of related party transactions and the procedure to deal with related party transactions. The detailed policy is available on the website of the Company (www.wonderla.com/investor-relations/prospectus-and-policies). The related party transactions, if any, are reported to the Audit Committee on quarterly basis for its review. The related party transactions, during the year under review, are disclosed in Notes to accounts of the financial statements.

21. Vigil Mechanism

The Vigil (Whistle Blower) Mechanism at Wonderla aims to provide a channel to the directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its Directors and employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the mechanism and also provide for direct access to the Chairman of Audit Committee. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a person/ situation. The detailed policy content is available on the website of the Company.

22. Corporate Social Responsibility (CSR) initiatives

The Annual Report on CSR activities as per the provisions of Section 135 of the Companies Act, 2013 and The Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed.

23. Corporate Governance Report

The Company has complied with the corporate governance requirements as stipulated under SEBI (LODR) Regulations, 2015 and the certificate of compliance obtained from M/s. B S R & Co. LLP, Chartered Accountants, is annexed to the Directors report.

24. Management Discussion and Analysis

The Management Discussion and Analysis Report is annexed and forms part of the Directors'' Report.

25. Extract of Annual Return

The Extract of Annual Return pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, is enclosed to the Directors Report as annexure.

26. Particulars of loans, guarantees and investments

The particulars of loans given, guarantees provided and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 for the year ended 31st March, 2017 are provided in Notes to the financial statements.

27. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3) (m) and Rule 8 (3) of The Companies (Accounts) Rules, 2014 is enclosed.

28. Particulars of Employees

The particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed. As on 31st March 2017, the Company has 685 permanent employees.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any Shareholder on request. Such details are also available on your Company''s website http://www.wonderla.com/investor-relations/annual-reports.html

29. Employee Stock Option Scheme

Members at the 14th Annual General Meeting held in 2016 have approved to issue, offer and allot 10 lakh Equity Shares ofRs,10 each to such permanent employees of the Company and at such price as may be decided by the Board pursuant to Employment Stock Option Scheme 2016. During the year under review, the Company has not granted any stock options to its Employees.

30. Variations in market capitalization of the Company

The Equity shares of the Company are listed on BSE and NSE. The market capitalization of the Company as on March 31, 2017 wasRs,2,186.86 Crores as againstRs,2,192.51 Crores as on March 31, 2016. The closing price of Company''s equity shares on BSE and NSE as of March 31, 2017 wasRs,387.25 andRs,387.05 respectively representing 210% increase over the IPO price.

31. Acknowledgement

The Directors acknowledge the unstinted commitment and valued contribution of all employees towards the success of the Company. Their hard work and dedication have been pivotal to the Company''s growth.

Your Directors are grateful to all the shareholders of the Company for their trust, confidence and support. Your Directors are also thankful for the cooperation and assistance received from the customers, vendors, financial institutions, Lawyers, Regulatory and government authorities.

For and on behalf of the Board

Wonderla Holidays Limited

George Joseph

Chairman

Place : Bangalore

Date : 24th May, 2017


Mar 31, 2016

Dear Members,

The Directors take pleasure in presenting the 14th Annual Report together with the audited financial statements for the year
ended March 31, 2016.

1. Overview of Company''s Financial Performance

(Rs. In Lakhs)

2015-16 2014-15

Income from operations 20,535.94 18,186.96

Operating Expenses 12,115.77 10,131.36

Profit from operations before depreciation
and finance costs 8,420.17 8,055.60

Other income 1,807.55 1,024.70

Profit from ordinary activities before
finance costs 10,227.72 9,080.30

Finance cost 132.87 167.23

Depreciation 1,392.46 1,618.61

Profit from ordinary activities after
finance costs 8,702.39 7,294.46

Tax expense 2,720.80 2,231.41

Net profit from ordinary activities
after tax 5,981.59 5,063.05

Balance in Profit and loss account
brought forward 12,448.78 9,303.17

Less: Unamortised portion of fixed assets - 416.97

Profit available for appropriation 18,430.37 13,949.25

a) Transfer to General Reserve 598.16 506.30

b) Interim Dividend 847.51 -

c) Proposed Final dividend 282.50 847.51

d) Tax on Interim Dividend 146.65 -

e) Tax on proposed Final dividend 48.89 146.65

Net surplus in the statement of profit
and Loss 16,506.66 12,448.78

For the year ended 31st March 2016 the Company''s income from operations was Rs. 20,536 lakhs as against Rs. 18,187 lakhs during
the same period of the previous financial year registering growth of around 12.91%. The Profit Before Tax was Rs. 8,702 lakhs as
against Rs. 7,294 lakhs for the same period during the previous year. The net profit for the fiscal year 2015-16 was Rs. 5,981
lakhs as against Rs. 5,063 lakhs in 2014-15 registering growth of around 18.13%. During the Financial year the amusement parks
attracted a total footfall of 22.37 lakhs as against 23.40 lakhs during the previous year.

For FY 2015-16 the turnover of Resort stood at Rs. 1063 lakhs as against Rs. 997 lakhs in FY 2014-15. The occupancy ratio was 42%
as against 45% during previous year.

2. Dividend

Your Directors are pleased to recommend a final dividend of Rs. 0.5/- per equity share of Rs. 10 each. The Company had
distributed an interim dividend of Rs. 1.50/- per equity share of Rs. 10 each in March 2016. The total dividend for the year
ended March 31, 2016 would accordingly be Rs. 2.00/- per equity share of Rs. 10 each as compared to Rs. 1.50 /- per equity share
of Rs. 10 each during previous financial year.

3. transfer to Reserves

The Company proposes to transfer an amount of Rs. 598.16 lakhs to the General Reserves. An amount of Rs. 16,506.66 lakhs is
proposed to be retained for the year under review.

4. Share Capital

The Authorised Equity Share Capital of the Company is Rs. 6,000 lakhs. Paid-up Share Capital as on March 31, 2016 was Rs.
5,650.07 lakhs. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued
shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

No disclosure is required under Section 67(3)(c) of the Act, in respect of voting rights not exercised directly by the employees
of the Company as the provisions of the said Section are not applicable.

5. Deposits

During the year under review, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the
Act, and the Rules framed thereunder.

6. Directors and KMP

Mr. Kochouseph Chittilappilly retires by rotation at the ensuing Annual General Meeting as per the provisions of Section 152 (6)
& (7) of the Companies Act, 2013 and being eligible offers himself for re-appointment. The Board recommends his re-appointment.
During the fiscal year, Mr. D S Sachdeva was appointed as Chief Executive Officer.

7. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Directors states that

(I) in the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial year
and of the profit and loss of the company for that period;

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

(IV) the directors had prepared the annual accounts on a going concern basis; and

(V) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

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

Based on the framework of internal financial controls, compliance systems established and maintained by the Company, work
performed by the internal, statutory and secretarial auditors the reviews performed by management and the relevant board
committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were
adequate and effective during the financial year 2015-16.

8. internal Control systems

a. Internal control systems and their adequacy

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were
operating effectively throughout the year.

The Company has an external Internal Audit (IA) function. The scope and authority of the IA function is defined before
commencing the Audit. To maintain its objectivity and independence, the IA function reports to the Audit Committee of the Board.
The IA function evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and
policies of the Company and accounting procedures at all locations of the Company. Based on the report of IA function, process
owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations
and corrective actions thereon are presented to the Audit Committee of the Board.

b. Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.
During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The
Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.

The Company has adopted accounting policies which are in line with the Accounting Standards and the Act. These are in accordance
with generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the
Auditors and are approved by the Audit Committee.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies,
accounting hygiene and accuracy of provisions and other estimates.

9. sexual Harassment of Women at Workplace

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all
employees. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual
harassment at workplace. All women, permanent, temporary or contractual including those of service providers are covered under
the policy. An Internal Complaints Committee comprising of four members has been set up which includes three women to redress
complaints relating to sexual harassment. Besides, in each of the units there is one nodal person who receives and forward
complaints to the first instance person (FIP) who is a woman" or directly to the Committee.

During the year, the Company has received one complaint on sexual harassment and the same was resolved to the satisfaction of the
aggrieved candidate. Awareness programmes were conducted across the Company to sensitize the employees to uphold the dignity of
their colleagues at workplace, particularly with respect to prevention of sexual harassment. Some employees were sent to attend
training program conducted by external agency.

10. Health and Safety

Health and Safety (H&S) of employees and all stakeholders is an overarching value of your Company. Company''s policies stress to
conduct the business in a manner that helps create a healthy and safe environment for all stakeholders (employees, contractors
and customers) based on the adoption of a true safety culture. They further directs that H&S be embedded in everything the
Company does when it comes to its people, its processes, its customers, in delivering results and in leading sustainability. The
H&S rules define essential behavior necessary to ensure safety. Identifying H&S not as a separate activity but as a critical
success factor for operational performance, the policy places personal responsibility on every individual employee at all levels
for ensuring safe working conditions in their respective work areas coupled with a fair and transparent consequence management
process, in the event of negligence or willful disregard for safety rules.

The policy and rules were widely communicated across the organization to employees and contractor workmen.

11. Board Meetings

The Board met six times during the financial year, the details of which are given in the corporate governance report that forms
part of this Report. The intervening gap of 120 days between any two meetings was within the period prescribed by the Companies
Act, 2013.

12. Declaration from independent Directors

The Company, for the year ended 31st March, 2016, has received declarations from Independent Directors of the Company viz., Mr.
George Jospeh and Mr. M.P. Ramachandran, which state that they fulfill the criteria to act as Independent Director as envisaged
in Section 149 (6) & (7)of the Companies Act, 2013.

13. training of independent Directors

To familarise the Independent Directors with strategy, operations and functions of the Company, the whole- time Directors/ senior
management personnel made presentations about the Company''s strategy, operations, service offerings, organization structure,
finance, human resources, technology, quality, safety and hygiene and risk management.

14. Nomination and Remuneration policy

The Company has adopted a Nomination and Remuneration Policy to fulfill the requirements as envisaged in Section 178 (2), (3) and
(4) of the Companies Act, 2013. The said policy is enclosed to the Report as annexure and also available on the website of the
Company www.wonderla.com.

15. Annual Performance evaluation of Board, Committees and Directors

The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in compliance with the
provisions of Section 134(3)(p) of Companies Act, 2013 and Schedule IV of the Companies Act, 2013.

The performance and effectiveness of the Board and its Committees is fundamental to the success of the Company and there is a
rigorous evaluation each year to assess how well the Board, its Committees, the Directors and the Chairman are performing. The
evaluation process, during the fiscal year, was led by the Chairman with support from the Company Secretary. The process
consisted of the completion, by all Directors, of a comprehensive questionnaire evaluating the performance of the Board, its
Committees and individual Directors. The questionnaire considered Board processes and their effectiveness, Board composition,
Board objectives, Board support, and content of discussion and focus at Board meetings and invited Directors to indicate where
specific improvements could be made. Completion of the questionnaire by each Director was followed by one-to-one discussions
between each Director and the Chairman where the Board''s role and structure, process, relationships and any emerging issues were
discussed.

The overall results of the evaluation were considered by the Chairman and the principal recommendations were presented by him for
review and discussion by the Board. The evaluation concluded that good progress had been achieved in most of the areas
identified for action and that the Board and its Committees have continued to work very effectively in relation to most
dimensions. Improvements are seen in many of the areas of focus identified in the evaluation undertaken. In addition, the
Chairman has concluded that each Director contributes effectively and demonstrates full commitment to his/ her duties.

The Chairman, taking into account the views of the other Directors, reviewed the performance of Executive Directors''. The
performance of the Chairman is reviewed by the Non- Executive Directors, led by the Independent Director (ID), taking into
account the views of the Executive Directors. Following the latest review, the ID considered and discussed with the Chairman the
feedback relating to the Chairman''s performance that had been received from the Directors as part of the Chairman''s evaluation
questionnaire. Following these discussions with the Chairman, the ID was able to confirm that the performance of the Chairman
continues to be effective, and that the Chairman continues to demonstrate appropriate commitment to his role.

16. Auditors

The provisions of Section 139 (1) of Companies Act, 2013, envisage that every Company shall appoint Statutory Auditor for a term
of 5 years commencing from April 1, 2014. However the third proviso to Section 139 (2) of the said Act has given time upto April
1, 2017 to comply with the provisions of Section 139 (1). In view of this requirement, the Company proposes to appoint M/s. B S R
& Co. LLP, Chartered Accountants as Statutory Auditor of the Company for a period of 5 years commencing from 14th Annual General
Meeting (AGM) in 2016 to 19th AGM in 2021.

The firm has expressed willingness for the appointment. The Board recommends their appointment as statutory auditors.

17 secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, Mr. Somy Jacob of Somy Jacob
& Associates, Practising Company Secretaries, was appointed to conduct Secretarial Audit of records of the Company for the FY
2015-16. The Secretarial Audit Report on the Secretarial and Legal compliances of the Company for the FY 2015-16 is enclosed and
forms part of Directors'' Report.

18. Members of Audit Committee

Mr. George Joseph, an Independent Non-Executive Director, is the Chairman of the Audit Committee. Mr. Arun K Chittilappilly,
Managing Director of the Company and Mr. M.P. Ramachandran, Independent Non-Executive Director, are other members of Audit
Committee. All members of the Audit Committee are financially literate, and Mr. George Joseph and Mr. M.P. Ramachandran have
related financial management expertise by virtue of their comparable experience and background. The Company Secretary acts as the
Secretary to the Committee. Chief Financial Officer and Chief Executive Officer are permanent invitees to the Meetings of the
Audit Committee. The concerned partners/ authorized representatives of the Statutory Auditors and the Internal Auditors are also
invited to the meetings of the Audit Committee.

19. Board Diversity policy

The Company recognizes and embraces the importance of a diverse Board for its success. We believe that a truly diverse Board will
leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical
background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the
Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is
available on the website of the Company.

20. Related party transactions

The Company has formulated a policy on materiality of related party transactions and the procedure to deal with related party
transactions. The detailed policy is available on the website of the Company (www.wonderla.com/investor-
relations/prospectus-and-policies). The related party transactions, if any, are reported to the Audit Committee on quarterly
basis for its review. The related party transactions, during the year under review, are disclosed in Notes to accounts of the
financial statements.

21. Vigil Mechanism

The Vigil (Whistle Blower) Mechanism at Wonderla aims to provide a channel to the directors and employees to report genuine
concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or Policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in
order to maintain these standards, the Company encourages its Directors and employees who have genuine concerns about suspected
misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the mechanism and also
provide for direct access to the Chairman of Audit Committee. This neither releases employees from their duty of confidentiality
in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a person/
situation. The detailed policy content is available on the website of the Company.

22. Risk Management policy

The Company has formulated a Risk Management policy to identify, reduce and prevent undesirable incidents or outcomes and to
review past incidents and implement changes to prevent or reduce future incidents in the day to day operations of the Company.
This involves reviewing operation in detail, identifying potential risks and likelihood of their occurrence and documenting the
techniques to avoid, mitigate the potential risks or reduce their impact.

The Company has constituted a Risk Management Committee under the Chairmanship of Managing Director, Mr. Arun K Chittilappilly.
The other members of the Committee include Mr. George Joseph, Non Executive Chairman, Ms. Priya Sarah Cheeran Joseph, Executive
Director, Mr. Nandakumar T, Chief Financial Officer and Mr. Sivadas M, Senior General Manager. Detailed policy is available on
website of the Company - www.wonderla.com.

23. Corporate Social Responsibility (CSR) initiatives

The Annual Report on CSR activities as per the provisions of Section 135 of the Companies Act, 2013 and The Companies (Corporate
Social Responsibility Policy) Rules, 2014 is enclosed.

24. Corporate Governance Report

The Company has complied with the corporate governance requirements as stipulated under SEBI (LODR) Regulations, 2015 and the
certificate of compliance obtained from M/s. B S R & Co. LLP, Chartered Accountants, is annexed to the Directors report.

25. Management Discussion and Analysis

The Management Discussion and Analysis Report is annexed and forms part of the Directors'' Report.

26. Awards/ Recognitions/ Rankings

Wonderla Bangalore and Kochi have been ranked as India''s No. 1 and No. 2 respectively amongst the top 10 amusement parks in
India and Asia''s No. 7 and No. 9 respectively amongst Asia''s leading amusement parks as per Trip Advisor''s travellers'' choice
2015 report.

Wonderla Kochi branch has been awarded the best Kerala State Tourism Award for the fourth consecutive year.

27. extract of Annual Return

The Extract of Annual Return pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management
and Administration) Rules, 2014, is enclosed to the Directors Report as annexure.

28. particulars of loans, guarantees and investments

The particulars of loans given, guarantees provided and investments made by the Company pursuant to Section 186 of the Companies
Act, 2013 for the year ended 31st March, 2016 are provided in Notes to the financial statements.

29. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3)
(m) and Rule 8 (3) of The Companies (Accounts) Rules, 2014 is enclosed.

30. particulars of employees

The particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed. As on 31st March 2016, the
Company has 711 permanent employees.

31. Variations in market capitalization of the Company

The Equity shares of the Company are listed on BSE and NSE. The market capitalization of the Company as on March 31, 2016 was Rs.
2,192.51 Crores as against Rs. 1,476.36 Crores as on March 31, 2015, registering growth of around 48%. The Price Earnings Ratio
has gone up from 28.43 on March 31, 2015 to 36.70 on March 31, 2016. The closing price of Company''s equity shares on BSE and NSE
as of March 31, 2016 was Rs. 388.70 and Rs. 388.05 respectively representing 210.44% increase over the IPO price.

32. Acknowledgement

The Directors acknowledge the unstinted commitment and valued contribution of all employees towards the success of the Company.
Their hard work and dedication have been pivotal to the Company''s growth.

Your Directors are grateful to all the shareholders of the Company for their trust, confidence and support.

Your Directors are also thankful for the cooperation and assistance received from the customers, vendors, financial institutions,
Banks, capital market intermediaries, Lawyers, Regulatory and government authorities.

For and on behalf of the Board

Wonderla Holidays Limited

George Joseph

Chairman


Place : Bangalore

Date : 24th May, 2016


Mar 31, 2015

Dear Members,

The Directors are pleased to present the 13th Annual Report on the business and operations of the Company together with the audited financial statements for the year ended 31st March 2015.

1. Company's state of Affairs (Rs. In Lakhs)

Particulars 2014-15 2013-14

Income from operations 18,186.96 15,362.59

Operating Expenses 10,131.36 8,328.90

Profit from operations before depreciation 8,055.60 7,033.69 and finance costs

Other income 1,024.70 240.60

Profit from ordinary activities before 9,080.30 7,274.29 finance costs

Finance cost 167.23 162.78

Depreciation 1,618.61 1,320.46

Profit from ordinary activities after 7,294.46 5,791.05 finance costs

Tax expense 2,231.41 1,801.85

Net profit from ordinary activities after tax 5,063.05 3,989.20

Balance in Profit and loss account 9,303.17 6,704.43 brought forward

Less: Unamortised portion fixed assets on 416.97 - account of decrease in the estimated useful life of fixed assets as per the Companies Act 2013 (net ofdeferred tax asset)

Profit available for appropriation 13,949.25 10,693.63

a) Transfer to General Reserve 506.31 398.92

b) Proposed dividend 847.51 847.51

c) Tax on proposed dividend 146.65 144.03

Net surplus in the statement of 12,448.78 9,303.17 profit and Loss

For the year ended 31st March 2015 the Company's income from operations was Rs. 18,186.96 Lakhs as against Rs. 15,362.59 Lakhs during the same period of the previous financial year registering growth of around 18%. The Profit Before Tax was Rs. 7,294.46 Lakhs as against Rs. 5,791.05 Lakhs for the same period during the previous year. The net profit for the fiscal year 2014-15 was Rs. 5,063.05 Lakhs as against Rs. 3,989.20 Lakhs in 2013-14 registering growth of around 27%. During the Financial year the combined footfall was 23.40 Lakhs as against 22.91 Lakhs during the previous year.

For FY 2014-15 the turnover of Resort stood at Rs. 996.76 Lakhs as against Rs. 656.34 Lakhs in FY 2013-14. The capital expenditure including capital work in progress during the year was Rs. 3,749.61 Lakhs against Rs. 2,984.79 Lakhs during the previous year. The net block of fixed assets stood at Rs. 13,936.12 Lakhs compared to Rs. 14,545.54 Lakhs during previous year.

2. Dividend

The Board of Directors of the Company have recommended for approval of members a dividend of Rs. 1.50 per equity share of face value of Rs. 10/- each (15%) for the year ended 31st March, 2015.

3. Reserves

The Company has transferred Rs. 506.31 lakhs to General Reserve from Statement of Profit and Loss for the year under review.

4. Directors and Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 152 (6) & (7) of the Companies Act, 2013, Ms. Priya Sarah Cheeran Joseph retires by rotation at the ensuing Annual General Meeting and being eligible, she has sought re- appointment. The Board recommends her re-appointment.

During the fiscal year, Mr. Santosh Kumar Barik, Company Secretary, has resigned and Mr. Srinivasulu Raju Y has joined as Company Secretary w.e.f 18th November, 2014.

5. Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) of Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

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

(b) the directors 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the 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 fraud and other irregularities;

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

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

6. Board Meetings

The Board met Eight times during the financial year 2014-15 on the following dates: 09.04.2014, 29.04.2014, 06.05.2014, 28.05.2014, 08.08.2014, 07.11.2014, 29.01.2015 and 30.03.2015.

7. Declaration from Independent Directors

The Company has received declarations from Independent Directors of the Company viz., Mr. George Jospeh and Mr. M.P. Ramachandran, which state that they fulfill the criteria of Independent Director as envisaged in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

8. Familarisation to Independent Directors

To familarise the Independent Directors with strategy, operations and functions of the Company, the Whole- time Directors/ senior management personnel make presentations about the Company's strategy, operations, service offerings, organization structure, finance, human resources, technology, quality, safety and hygiene and risk management.

9. Nomination and Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy to fulfill the requirements as envisaged in Section 178 (2), (3) and (4) of the Companies Act, 2013. The said policy is enclosed to the Report as Annexure E and also available on the website of the Company www.wonderla.com.

10. Annual evaluation of Board, Committees and Directors

The performance and effectiveness of the Board and its Committees is fundamental to the success of the Company and there is a rigorous evaluation each year to assess how well the Board, its Committees, the Directors and the Chairman are performing. The evaluation process, during the fiscal year, was led by the Chairman assisted by Company Secretary. The process consisted of the completion, by all Directors, of a comprehensive questionnaire evaluating the performance of the Board and its Committees. The questionnaire considered Board processes and their effectiveness, Board composition, Board objectives, Board support, and content of discussion and focus at Board meetings and invited Directors to indicate where specific improvements could be made. Completion of the questionnaire by each Director was followed by one-to- one discussions between each Director and the Chairman where the Board's role and structure, process, relationships and any emerging issues were discussed.

The overall results of the evaluation were considered by the Chairman and the principal recommendations were presented by him for review and discussion by the Board. The evaluation concluded that good progress has been achieved in most of the areas identified for action and that the Board and its Committees have continued to work very effectively in relation to most dimensions. Improvements have been seen in many of the areas of focus identified in the evaluation undertaken. In addition, the Chairman has concluded that each Director contributes effectively and demonstrates full commitment to his/her duties.

The Chairman, taking into account the views of the other Directors, reviewed the performance of the Managing Director. The performance of the Chairman is reviewed by the Non-Executive Directors, led by the Senior Independent Director (SID) taking into account the views of the Executive Directors. Following the latest review, the SID considered and discussed with the Chairman, the feedback relating to the Chairman's performance that has been received from the Directors as part of the Chairman's evaluation questionnaire. Following these discussions with the Chairman, the SID was able to confirm that the performance of the Chairman continues to be effective, and that the Chairman continues to demonstrate appropriate commitment to his role.

11. Auditors

M/s. B S R & Co. LLP, Chartered Accountants, were appointed as statutory auditors by the members at the 12th Annual General Meeting (AGM) to hold office till the conclusion of ensuing AGM. The firm has informed that they are eligible for reappointment and are willing to continue as statutory auditors, if reappointed. The Board of Directors have considered the matter and recommends their re-appointment as statutory auditors.

Pursuant to Section 204 of the Companies Act, 2013 and the rules made thereunder, Mr. Somy Jacob of M/s. Somy Jacob & Associates, Practising Company Secretaries, was appointed to conduct Secretarial Audit of records of the Company of the FY 2014-15. The Secretarial Audit Report on the Secretarial and Legal compliances of the Company for the FY 2014-15 is enclosed and forms part of Directors' Report.

12. Composition of Audit Committee

Mr. George Joseph, Independent Non-Executive Director, is the Chairman of the Audit Committee. Mr. Arun K Chittilappilly, Managing Director of the Company and Mr. M.P. Ramachandran, Independent Non-Executive Director, are other members of Audit Committee. All members of the Audit Committeeare financially literate, and Mr. George Joseph and Mr. M.P. Ramachandran have related financial management expertise by virtue of their comparable experience and background. The Company Secretary acts as the Secretary to the Committee. The Vice President - Finance and Operation Head are invitees to the Meetings of the Audit Committee. The concerned partners/ authorised representatives of the Statutory Auditors and the Internal Auditors are also invited to the meetings of the Audit Committee.

13. Related party transactions

The Company has formulated a policy on materiality of related party transactions and the procedure to deal with related party transactions. The detailed policy is available on the website of the Company (www.wonderla. com/investor-relations/prospectus-and-policies). The related party transactions, if any, are reported to the Audit Committee on quarterly basis for its review. During the year under review, there were no contracts or arrangements or transactions, except payment of managerial remuneration to Directors, entered with related parties.

14. Vigil Mechanism

The vigil (Whistle Blower) mechanism at Wonderla aims to provide a channel to the directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or Policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its directors and employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of directors and employees who avail the mechanism and also provide for direct access to the Chairman of Audit Committee. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a person/ situation. The detailed policy content is available on the website of the Company.

15. Risk Management Policy

The Company has formulated a Risk Management policy to identify, reduce and prevent undesirable incidents or outcomes and to review past incidents and implement changes to prevent or reduce future incidents in the day to day operations of the Company. This involves reviewing operation in detail, identifying potential risks and likelihood of their occurrence and documenting the techniques to avoid, mitigate the potential risks or reduce their impact.

The Company has constituted a Risk Management Committee under the Chairmanship of Managing Director, Mr. Arun K Chittilappilly. The other members of the Committee include Mr. George Joseph, Non Executive Chairman, Ms. Priya Sarah Cheeran Joseph, Executive Director, Mr. Nandakumar T, Vice President - Finance and Mr. Sivadas M, Senior General Manager. The Committee meets on regular basis to assess the risks involved in running the business. Detailed policy is available on website of the Company - www.wonderla.com.

16. Corporate Social Responsibility (CSR) initiatives

The Annual Report on CSR activities as per the provisions of Section 135 of the Companies Act, 2013 and The Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure D.

17. Management Discussion and Analysis

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms part of the Directors' Report.

18. Corporate Governance Report

The Report on Corporate Governance is enclosed to the Directors Report. Certificate from M/s. B S R & Co. LLP, Chartered Accountants, confirming the compliance of the provisions as envisaged under Clause 49 of the Listing Agreement is also annexed to the report.

19. Safety and hygiene

Safety and hygiene of visitors is of prime importance at Wonderla. Stringent adherence to international safety norms at Wonderla provides an absolutely safe environment for visitors. Our safety regiment includes - daily safety checks on rides; attendants with two-way radio all over the parks; life guards/ security on duty at rides; lightning arrester to protect against lightning hazards; fire extinguishers at every nook and corner of the parks; CCTV surveillance throughout the parks; public address system to flash emergency warning if needed; fully equipped first aid facility with professional nurses etc.,

When it comes to water, Wonderla uses Reverse Osmosis Treatment Technology for treating water in pools. Reverse Osmosis is the same technology used by leading packaged drinking water manufacturers. The parks have full-fledged water quality control laboratory which carries out 90 rigorous tests on regular basis.

20. Awards

The Company was honoured with eight National Awards in the category of Social Media and Radio Advertising, Best HR Practices and Most Innovative Rides and Attractions at the prestigious 15th Amusement Expo 2015 organised by Indian Association of Amusement Parks and Industries (IAAPI).

21. Extract of Annual Return

The extract of Annual Return pursuant to Section 92 (3) of the Companies Act, 2013 is enclosed to the Report as Annexure C

22. Particulars of loans, guarantees and investments

The Particulars of loans given, guarantees provided and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 for the year ended 31st March, 2015 are provided in Notes to the financial statements.

23. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3) (m) and Rule 8 (3) of The Companies (Accounts) Rules, 2014 is enclosed as Annexure A.

24. Particulars of Employees

The particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure B. As on 31st March 2015, the Company has about 739 permanent employees.

25. Variations in market capitalization of the Company

The Equity shares of the Company were listed on BSE and NSE on May 9, 2014. The market capitalization of the Company as on March 31, 2015 was Rs. 1,477.21 Crores as against Rs. 890.45 Crores as on May 9, 2014, registering growth of around 66%. The Price Earnings ratio has gone up from 16.59 on May 9, 2014 to 28.44 on March 31, 2015. The closing price of Company's equity shares on BSE and NSE as of March 31, 2015 was Rs. 261.45 and Rs. 261.30 respectively representing 109.16% increase over the IPO price.

26. Acknowledgement

Your Directors gratefully acknowledge the contribution made by employees at all levels towards the success of your company. Their hard work and dedication have been pivotal to your Company's growth.

Your Directors are grateful to all the shareholders of the Company for their trust, confidence and support. Your Directors are also thankful for the cooperation and assistance received from the customers, vendors, financial institutions, Banks, Merchant Bankers, Lawyers, Regulatory and government authorities.

For and on behalf of the Board Wonderla Holidays Limited

Place: Bangalore George Joseph Date : 21st May, 2015 Chairman


Mar 31, 2014

Dear Members

The Directors are pleased to present the 12th Annual report together with the Audited Financial Statements for the year ended 31st March 2014.

1. Results of our operations:

For the year For the year Particulars ended31st March ended 31st March 2014(Rs.in lakhs) 2013 (Rs in lakhs)

Income from operations 15,362.58 13,785.05

Operating Expenses 8,326.31 7,526.63

Profit from operations before depreciation and 7,036.27 6,258.42

finance costs Other income 238.02 151.85

Profit from ordinary activities before finance costs 7,274.29 6,410.27

Finance cost 162.78 222.51

Depreciation 1,320.46 1,184.48

Profit from ordinary activities after finance costs 5,791.05 5,003.28

Tax expense 1,801.85 1,644.35

Net profit from ordinary activities after tax 3,989.20 3,358.93

Balance in Profit and loss account brought forward 6,704.44 4,334.50

Profit available for 10,693.64 7,693.43 appropriation

a) Transfer to General Reserve 398.92 251.93 b) Proposed dividend 847.51 6,30.00

c) Tax on proposed dividend 144.03 1,07.06

Net surplus in the statement of profit and Loss 9,303.18 6,704.44

2. Business.

During the financial year 2013-14, the Company achieved a total turnover (including other income] of Rs. 15,600.60 lakhs against Rs. 13,936.90 lakhs in the previous financial year, registering an increase of 11.94%. The operating profit was Rs. 7,274.29 lakhs against Rs. 6,410.27 lakhs duringthe previous year, registering an increase of 13.48%. The Profit before tax was Rs. 5,791.05 lakhs, against Rs. 5,003.28 lakhs during the previous year, registering an increase of 15.75%. During the Financial year 2013-14 we had a combined footfall of 22.91 lakhs against 23.40 lakhs during the previous year.

The Resort division of the Company during the financial year 2013-14, achieved a turnover of Rs. 656.34 Lakhs against Rs. 594.57 Lakhs in the previous year.

3. Changes to Share Capital

There was no change in the Share Capital of the Company, during the year under review. Company allotted 1, 45, 00,670 shares through Initial Public Offer (IPO] on 6th of May, 2014. Company got listed with Bombay Stock exchange limited and National Stock Exchange of India Limited on 9th of May, 2014.

4. Financial Review

Revenues

Our total income (including other income] increased by Rs. 1,663.70 lakhs, or 11.94% from Rs. 13,936.90 lakhs in Fiscal 2013 to Rs. 15,600.60 lakhs in Fiscal 2014. This increase was largely due to Rs. 1,082.70 lakhs increase in the sale of entry tickets and Rs. 552.45 lakhs increase in sale of products and cooked food.

Profit Before Tax

Our profit before tax increased by 15.75% from Rs. 5,003.28 lakhs in previous year to Rs 5,791.05 lakhs in FY 2013-14.

Profit After Tax

The profit after tax increased by 18.76% from Rs. 3,358.93 lakhs in previous year to Rs. 3,989.20 lakhs in FY 2013-14. It includes Rs. 175.33 lakhs being reversal of excess tax provision made in earlier years.

Capital Expenditure

The capital expenditure including capital work in progress during the year was Rs. 2,984.79 lakhs against Rs 3,716.07 lakhs during the previous year. The net fixed asset was Rs 14,545.54 lakhs compared to Rs 14,395.10 lakhs previous year.

Inventories and Sundry Debtors

The overall inventory has gone up by Rs 53.85 lakhs compared to previous year.

The Trade Receivables as on 31st of March 2014 is 34.24 lakhs.

Investments

The Company''s investment as on 31-3-14 was Nil.

Costs/Expenses

The total expenses have gone up by 9.8% from Rs. 8,933.61 lakhs in previous year to Rs. 9,809.55 lakhs in FY 2013-14. This is primarily due to increase in the purchase of stock in trade of Rs. 140 lakhs, Rs. 285 lakhs in other expenses and Rs. 178 lakhs in employee costs.

APPROPRIATIONS

Available for appropriation (Rs.in Lakhs]

Profit after tax 3,989.20

Add: Balance brought forward from previous year 6,704.44

Total 10,693.64

Recommended appropriations

Transfer to general reserve 398.92

Proposed dividend Rs.1.50/- per share of face value of Rs.10/- each (15%] 847.51

Dividend tax 144.03

Balance carried forward 9,303.18

Dividend

The Board of Directors have recommended a dividend of Rs.1.50 per equity share of face value of Rs.10/- each (15%] subject to the approval of Shareholders at the ensuing Annual General Meeting.

Fixed Deposits

The Company has not accepted any public deposits and, as such, no amount towards principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Financial Position

Shareholder Funds

The shareholders funds as on 31.03.2014 was Rs. 14992.64 lakhs against Rs. 11,994.99 lakhs of previous year. The book value of the share, accordingly, stands at Rs. 35.70 as compared to Rs. 28.56 for the previous year.

Loan Funds

The Company utilizes the Over Draft limit only for meeting temporary mismatch in the cash flow. The term loan outstanding as on 31st March 2014 was of Rs. 2321.77 lakhs as against Rs. 2101.56 lakhs as on 31st of March 2013.

Return on equity

The Return on Equity (ROE] was 26.60% compared to 28.00% in previous year.

5. Safety features

The design and development of amusement rides require mastery over engineering and technology. As technology has improved to include computers, advanced materials, and certain design innovations, the result has been an increasingly rigorous, complex, and precise creative

process. This process has contributed to an improved safety record making amusement rides as one of the safest forms of recreation available to the public. The amusement park industry''s tradition of continual improvement greatly enhances ride safety. Modern-day ride designers employ a steady stream of advances to create new, unique, and safe amusement rides and attractions. Amusement ride manufacturers applied the industry''s biodynamic knowledge as it relates to G-forces to the design and construction of rides to ensure a safe experience. The integration of special effects, motion simulation, and/or teeming within ride environments has resulted in a wider array of guest experiences.

During the year under review, as a risk evaluation and mitigation measure a ride inspection was conducted by TUV, Germany. We celebrated the "National Safety Day" at both our Parks. At our amusement parks we have an internal mechanism in place for managing maintenance of all the rides and attractions including procedures for preventive, monthly and shut down maintenance as described below:

Ride operation and maintenance: The Company maintains proper preventive maintenance records/check list. Separate check lists are kept for mechanical and electrical departments. Only after satisfactory evaluation of all the check lists and trial runs, the ride is made available to guests.

Preventive maintenance: Daily maintenance of our rides is carried out by our technicians as per a prescribed check list before the rides are opened to public. Technical issues, if any, are communicated to the concerned supervisor/engineer and the same are attended to by them with the help of maintenance technicians. Three or more test rides are carried out prior to opening the ride to public.

Monthly maintenance: Monthly maintenance of our rides are carried out by a group of four or five technicians, which includes atleast two senior technicians, in the presence of a supervisor/ engineer, as per a prescribed check list. The ride components are checked in detail to ensure compliance of prescribed parameters.

Shutdown maintenance: Shutdown maintenance of our rides is carried out at periodic intervals. Shutdown maintenance of rides are scheduled taking into consideration the complexity and frequency of operation. Our work groups for shutdown maintenance include technicians, fabricators and riggers.

Incident reporting: The technicians are trained for emergency situations during operation of the rides such as fire, accidents etc. and training conducted at specified intervals to ensure their capability to cope with emergency situations. Critical tools and other equipments are placed near the rides to meet emergency situations.

6. Environment Friendly Operations

Company incorporated certain processes in the day to day operations that are environment friendly in nature. Company has been awarded the ISO 14001:2004 for protecting and conserving nature and natural resources. With respect to water conservation, Company has sewage treatment plants to treat effluent water as per norms of Karnataka State Pollution Control Board. Company uses the treated water for gardening and plantation purposes. Our Kochi Park has been categorized as a ''green'' establishment by the Kerala State Pollution Control Board in the year 2008. Further, for the purpose of rainwater harvesting, Company has built special reservoirs where rain water is stored and efficiently used to meet a part of our sanitation and gardening needs.

Company has instituted Wonderla Environment & Energy Conservation Award for educational institutions in Kerala and Karnataka as a part of its environment protection initiatives and felicitated best performing schools in Karnataka and Kerala with cash prizes and certificates.

At Bangalore, over 130 schools across Karnataka have participated in the competition. The top 6 schools were declared winners. The award distribution ceremony was organized at Wonderla Resort on 15th February 2014 and the winners were honoured with cash prizes along with Wonderla Environment & Energy Conservation Award Trophies and certificates.

At Kochi, the top 3 schools were declared as winners at the award distribution ceremony organized on 15th February 2014. The winners were honoured with cash prizes along with Wonderla Environment & Energy Conservation Award Trophies and certificates.

Your Company successfully went through the Surveillance Audit of BS OHSAS 18001: 2007 Safely Standards and ISO 14001: 2004 Environment Protection Standards, for the operation and maintenance of its land and water based attractions.

Sr.Journalist&ColumnistProfessorNageshHegde & Sr. Environmental Officer Mr. Sadiq Ahmed, Managing Director Mr. Arun K Chittilappilly, distributed Award to the Winners of Wonderla Environment and Energy Conservation Award 2013 at Wonderla Bangalore.

Cine Artist & National Award Winner Shri. Salim Kumar along with renowned writer Mr. Mohan Varma, Chairman Mr. George Joseph and Mr. Kochouseph Chittilappilly, Director distributing the Wondela Environment & Energy Conservation Award 2013 at Wonderla Kochi.

7. Intellectual Property Rights

Your Company possesses two trademark registrations for its brand "Wonderla". The first certificate of registration for the trademark "Wonderla" is under Class 41 (Amusement parks, entertainment and sporting included in class 41] of the Trade Mark Rules, 2002. The second certificate of registration for the trademark "Wonderla" is under Class 28 (games and play things related to amusement park like skating rings, bowling alleys, rope ways, gymnastic and sporting articles] of the Trade Mark Rules, 2002.

8. Information Technology:

The Company has a robust IT system that provides connectivity across its business functions through software, hardware and network systems. Our business processes are IT enabled to track, record and analyze work in progress, process financial information, manage creditors/ debtors or engage in normal business activities. A dedicated department takes care of all the Information Technology issues of the Company. We have included energy efficiency as one of our key IT architecture strategies and adopted the required technology concepts.

9. Awards and Accolades

Company has won several awards and accolades for its amusement parks in Kochi and Bangalore. Kochi Park received the Best Tourism destination Award from Kerala State Tourism Department, Govt. of Kerala for the FY 2012-13.

(A] Wonderla Kochi was declared Winner and awarded the National Award for Excellence by the Indian Association of Amusement Parks & Industries in the category of Total number and variety of rides.

(B] Wonderla Kochi was declared Runner Up and awarded the National Award for Excellence by the Indian Association of Amusement Parks & Industries in the category of Print Media.

(C] Wonderla Bangalore was declared Winner and awarded the National Awards for Excellence by Indian Association of Amusement Parks & Industries in the following categories:

1. Most Innovative Ride & attractions;

2. Dry Ride; and

3. Electronic Media TV Channel

10. Human Resources

The speed of change in today''s world makes it imperative to focus on forward-looking policies, lean processes, shaping talents for tomorrow and invest in futuristic systems and applications. Company''s continual pursuit of innovation and progressive processes for creating organisation of tomorrow are yielding desired results as is evident from the high retention rate of 83.30 percent achieved during the year.

We firmly believe that employee motivation, development and engagements are key aspects of good human resource management. We provide several forums and channels of communication for our employees, not only to share their views and feedback related to our business but also share feedback on self development and career advancement.

Competency development continues to be a key area of strategic focus for us. During the year under review our employees at Kochi Park and Bangalore Park has participated in various training programmes arranged by the Company as detailed below:

- Conducted Training for managerial staff on "Effective Empowerment"

- "Lead to Win" a Leadership training

- Team Building & communications

- Customer Service training program

- Safety Awareness, Quality Circle, Guest Service, Fire Fighting Techniques & First Aid.

As of on March 31,2014 we had 666 employees, comprising 37 employees in the management division, 257 employees in technical divisions, 145 employees in administrative division, 138 employees as part of our Personal Relationship (PR] division and 89 employees as part of our Resort operations. We believe that a motivated and dedicated employee base is the key to our success in managing our amusement parks and in providing a safe and exciting experience for our visitors.

11. Management Discussion and Analysis report

As per the provisions of Clause 49 of the Listing Agreement the Management Discussion & Analysis Report forms part of the Annual Report. The report provides strategic direction and a more detailed analysis on the performance of Company and the future outlook.

12. Corporate Governance Report

The Report on Corporate Governance is annexed to the Annual Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

13. Corporate Social Responsibility

Corporate social responsibility (CSR] has been the cornerstone of success right from its inception. Company has integrated Corporate Social Responsibility into the business model

of the Company. Involvement in Corporate Social Responsibility initiatives therefore, is a natural extension that makes a difference to the lives of people around the Company and the environment. Our objective is to uplift the economically backward class of society through positive intervention in social upliftment programs.

During the year under review, as part of corporate social responsibility initiatives, the Company has taken the following initiatives:

At Bangalore:

- Sponsored Study Materials, School Bags and Uniforms to 472 students of nine Government Schools.

- Medical check-up and treatment provided to Sneha Jyothi Orphanage Children.

- Organized Medical Camp for students of nine Government Schools.

- School building renovation done in 6 Government schools.

- Donation given to various NGO''s such as, Curable Cancer in Kids, Darideepa, Go Sports, Home of Hope, Kote Foundation, Liza''s Home, Sneha Jyothi, Sneha Nilaya, and Snehahastha & True Lights International. The NGOs are into proving education to poor children, financial support to kidney patients for dialysis, shelter for orphan children, free education to tribal kids etc.

At Kochi:

- Students Sponsorship Programme in association with Rajagiri Outreach, in which we are sponsoring 950 students from economically backward families.

- Educational sponsorship to students from economically backward family in Kunnathunadu.

14. Directors

As per section 149(4] of the Companies Act, 2013 (Act], which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM] of the Company.

Mr. Kochouseph Chittilappilly, Director, retires by rotation and being eligible offers himself for re-appointment.

15. Auditors

M/s B S R & Co LLP (BSR & Co.], Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint BSR & Co LLP as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM to be held in the year 2015.

During the year, the Company had received intimation from BSR & Co. LLP stating that M/s B S R & Co had been converted into a limited liability partnership (LLP] under the provisions of the Limited Liability Partnership Act, 2008 with effect from 14th October, 2013. In terms of Ministry of Corporate Affairs, Government of India, General Circular No. 9/2013 dated April 30, 2013, if a firm of Chartered Accountants, being an auditor in a Company under the Companies Act, 1956, is converted into an LLP, then such an LLP would be deemed to be the auditor of the said Company. Accordingly, the audit of the Company for financial year 2013-14 was conducted by BSR & Co. LLP.

16. Directors Responsibility Statement

Pursuant to Section 217(2AA] of the Companies Act, 1956 and applicable provisions of Companies Act 2013, the Directors, to the best of their knowledge and belief confirm that:

- In the preparation of the Profit & Loss Account for the financial year ended 31st March 2014 and the Balance sheet as at that date ("financial statements"] applicable accounting standards have been followed.

- appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and applicable provisions of companies Act 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. To ensure this, the company has established internal control systems, commensurate with its size and nature of operations. In weighing the assurance provided by any such system of internal control, its

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inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. - The financial statements have been prepared on a going concern basis.

17. Declaration from the Independent Directors

Declaration from the Independent Directors of the company confirming compliance with the mandatory requirements under clause 49 of the listing agreement and section 149 of the Companies Act 2013 rightly received by the Company.

18. Disclosure of Statutory Particulars

Information required under Section 217 (1] (e] and Section 217 (2A] of the Companies Act 1956 and applicable provisions of companies Act 2013, are given in Annexure A and B and forms part of this Report.

19. Acknowledgement

Your Directors gratefully acknowledge the contribution made by employees at all levels towards the success of your company. Their hard work and dedication have been pivotal to your Company''s growth.

Your Directors are grateful to all the shareholders of the Company for their trust, confidence and support. Your Directors are also thankful for the cooperation and assistance received from the customers, vendors, financial institutions, Banks, Merchant Bankers, Lawyers, Regulatory and governmental authorities.

By order of the Board For Wonderla Holidays Limited

Sd/- Place : Bangalore George Joseph Date : 28th May 2014 Chairman


Mar 31, 2013

To the Members of Wonderla Holidays Limited

The Directors are pleased to present the 11th Annual report together with the Audited Financial Statements for the year ended 31st March 2013.

Financial Results

(Rs. in Lakhs except Earnings per Share)

31/03/2013 31/03/2012

Income from Service 12,481.12 10467.20

Income from Sale of Products 1,303.93 846.29

Other Income 151.85 126.00

Total Revenue 13936.90 11439.49

Profit before tax 5,003.28 4386.78

Provision for current tax 1,632.70 1451.80

Provision for deferred tax 11.65 (14.74)

Provision for taxation of earlier years - -

Profit after tax 3,358.93 2949.72

Earnings per share 8.00 7.02

Earnings per Share (Excluding extraordinary income) 8.00 7.02

Business Performance / Financial Overview

During the year under review, the total income increased by Rs. 2,497.41 lakhs, or 22% from Rs. 11,439.49 lakhs in FY 2011-12 to Rs. 13,936.90 lakhs in FY 2012-13. This increase was largely due to Rs. 1,479.30 lakhs increase in our income from the sale of entry tickets at our amusement parks, Rs. 436.02 lakhs in room rent and other counter collections, Rs. 457.64 lakhs increase in our income from sale of products, Rs. 98.59 lakhs increase from our share of revenue from restaurant sales & Shops.

The total footfalls at our amusement parks increased by 0.82 lakhs or 3.63% from 22.58 lakhs in FY 2011-12 to 23.40 lakhs in FY 2012-13.

Wonderla Resort, which has completed the first year of operation has generated total revenue of Rs. 594.57 lakhs. Total expenses excluding interest and depreciation was Rs. 788.50 lacs. The operating loss and net loss during the period under review is Rs. 193.93 lacs and Rs. 500.23 lacs respectively with a occupancy ratio of 34 %.

Both the amusement parks at Bangalore and Kochi continues to be popular and are major attractions for the localities and also for visitors of southern states.

APPROPRIATIONS

Available for appropriation (Rs. in Lakhs)

Profit after tax 3,358.93

Add: Balance brought forward from previous year 4334.50

Total 7693.43

Recommended appropriations

Transfer to general reserve 251.93

Proposed dividend Rs. 1.50 per share of face value of Rs. 10/- each (15%) 630.00

Dividend tax 107.07

Balance carried forward 6,704.43

Dividend

The Board of Directors have recommended a dividend of Rs. 1.50 per equity share of face value of Rs. 10/- each (15%) subject to the approval of Shareholders at the forthcoming Annual General Meeting.

Future Outlook

Currently, India has around 150 amusement parks of which around 16-18 fall in large category, 40-45 are in the medium category and rest are in the small category as per CARE Research. The amusement parks in India witness an estimated annual footfall of 58-60 million. Amusement park industry in India is estimated to be worth Rs. 26 billion.

CARE Research expects that considering the difficulties in land acquisition and saturation in key locations in cities, new amusement park addition will slow down in metros and Tier I cities, whereas new capacities will come up in the upcoming Tier II cities, outskirts of major cities and major highways. A total of 4,500 acres of capacity is expected to come up in the amusement park space in the next 3-4 years. This new capacity and the existing parks will be one of the major drivers for the footfall which is expected to see growth of 10.00- 15.00% and is expected to reach around 78-80 million over next couple of years. Revenue

is expected to grow by 15.00-18.00% on account of rising footfall and increased spend on other items like food and beverages, spas etc.

With aggressive marketing schemes, good number of booking for corporate events and with an emphasis on increasing Food & Beverage sales, barring any unforeseen circumstances, your company looks to the future with confidence.

General Performance Review

During the year under review, the total income increased by Rs. 2,497.41 lakhs, or 22% from Rs. 11,439.49 lakhs in previous year to Rs. 13,936.90 lakhs in FY 2012-13. This increase was largely due to Rs. 1,479.30 lakhs increase in our income from the sale of entry tickets at our amusement parks Rs. 436.02 lakhs in room rent and other counter collections, Rs. 457.64 lakhs increase in our income from sale of products, Rs. 98.59 lakhs increase from our share of revenue from restaurant sales & Shops consequent to 0.82 lakhs increase in total Footfalls at our amusement parks, from 22.58 lakhs in Fiscal 2012 to 23.40 lakhs in Fiscal 2013.

During the year as part of value added service to bolster revenues , Your Company has introduced ''fast track tickets, at both the parks .

Your Company also generates income from food and beverage operations as well as direct merchandising operations at our amusement parks, including on a revenue sharing basis. In order to increase the income as well as to have a better control, Company is now directly purchasing the soft drinks and packed foods and billing them to restaurants. During the year, Your Company added a new restaurant namely ''Fried Chicken Restaurant'' at Wonderla- Cochin. Your Company took over the operation of two restaurants one at Wonderla Bangalore and another at Wonderla Kochi, since November, 2012 and April, 2013, respectively to have a better understanding about the food & beverage segment and provide variety of dishes to Visitors.

Your Company intends to broaden our network of sales promotion agents as well as tour operators, so as to reach out directly to a larger number of educational institutes and corporate organizations. The Company has 55 dedicated Sales Promotion Agencies (SPA) apart from tour operators spread throughout India.

For corporate houses, Your Company entrenched facilities such as accommodation at our resort in Bangalore and other requirements for conducting corporate events. Company also introduced special offers and schemes to general customers such as the ''Monsoon Offer'', the ''Dasara Celebrations'', "Valentine Day Celebrations" etc. through travel agents, mass media campaigns, kiosk activities, and outdoor media such as billboards.

In order to maintain better hygiene and safety at pools, "dress code for water pools" were introduced at both our Parks. The guests are advised to use synthetic material in pools and avoid cotton material. All the staffs members were given training/awareness for the effective implementation of dress code.

Safety, Health and Environment (SHE)

The Company gives utmost importance to the SHE management system. The company is committed to maintaining highest standards of Safety, Health and Environment protection.

Our amusement parks in Kochi and Bangalore have been certified by Bureau Veritas Certification (India) Private Limited for meeting the BS OHSAS 18001: 2007 safety standards, in the operation and maintenance of our land and water based attractions. We place considerable emphasis on ensuring that our amusement parks are maintained with high safety and hygiene standards. For our water based attractions at Wonderla Bangalore, we use reverse osmosis technology to ensure that the water is potable, clean and safe. At both, Wonderla Bangalore and Wonderla Kochi, we have set up extensive water filtering and recycling systems for each pool and a quality control laboratory for the purpose of carrying out quality checks on samples of water collected at regular intervals. We have installed lightning arrestors as a precautionary measure against lightning hazards. Apart from these specialized measures and installations, we also ensure that certain other basic safety measures are undertaken including harnesses for our rides and attractions, availability of first-aid supplies and trained medical officers and life guards stationed at all our attractions at our amusement parks in Kochi and Bangalore.

We have incorporated certain processes in our day to day operations that are environment friendly in nature. We have been awarded the ISO 14001:2004 for protecting and conserving nature and natural resources. With respect to water conservation, we have sewage treatment plants to treat effluent water as per norms of State Pollution Control Board. We use the treated water for gardening and plantation purposes and we have been

categorised as a ''green'' establishment by the Kerala State Pollution Control Board in the year 2008. Further, for the purpose of rainwater harvesting, we have also built special reservoirs where rain water is stored and efficiently used to meet a part of our sanitation and gardening needs. We have two artificial ponds for rain water harvesting with a combined capacity of 1.65 crores litres of water including two roof water collection tanks for rain water. We try to reduce our carbon foot print by conserving conventional energy resources and by using solar energy to heat water for all water based rides during winter We use Solar Photo Voltaic Cells to generate electricity and Indian Association of Amusement Parks & Industries awarded our Bangalore amusement park as Winner in the category of Special Award for Energy Saving by Using Solar Photo Voltaic Cells. We have also instituted Wonderla Environment & Energy Conservation Award for educational institutions in Bangalore as part of our environment protection initiatives.

An AED (Automated External Defibrillator) has been installed at First Aid of both the Parks at Kochi and Bangalore to ensure immediate treatment in case of cardiac arrest. Detailed training about the usage of equipment has been given to the employees.

Management Discussion and Analysis report

The Management Discussion & Analysis Report forms part of the Annual Report. The report provides strategic direction and a more detailed analysis on the performance of Company and the future outlook.

Corporate Social Responsibility

As part of corporate social responsibility initiatives, your company regularly makes donations to nongovernmental organizations working towards treatment of cancer patients, trusts for disabled people and children''s homes. Further, we have initiated a project titled "Education - Enriching Lives", and as part of the said initiative, we distributed stationary, school bags and other materials to over 350 children of various educational institutions, for the academic year 2012-13. We have also instituted the ''Wonderla Green Awards'' at both the parks rewarding the schools which adopt innovative and comprehensive steps to conserve nature and natural resources. As part of our ongoing corporate social responsibility initiative we provide free medical consultation from a doctor to the villagers who reside near Bangalore park.

Information Technology:

We rely on our IT systems to provide us with connectivity across our business functions through our software, hardware and network systems. Our business processes are IT enabled to track, record and analyze work in progress, process financial information, manage creditors/debtors or engage in normal business activities.

A dedicated department takes care of all the Information Technology issues of the company. In order to mitigate the risk of hardware failure, the Company has put in place first stage data backup and recovery system and maintains a separate server for data backup for accounts department.

Financial Review

Earnings

Revenue

The total income increased by 22% from Rs. 11,439.49 lakhs in previous year to Rs. 13,936.90 lakhs in FY 2012-13

Profit Before Tax

The profit before tax increased by 14.06% from Rs. 4386.78 Lakhs in previous year to Rs. 5003.28 Lakhs in FY 2012-13.

Profit After Tax

The profit after tax increased by 13.86% from Rs. 2949.72 lakhs in previous year to Rs. 3358.93 lakhs in FY 2012-13.

Investments

The Company''s investment as on 31-3-13 was Nil.

Costs/Expenses

The total expenses have gone up by 27% from Rs. 7052.70 lakhs in previous year to Rs. 8933.61 lakhs in FY 2012-13.

Financial Position Shareholder Funds

The shareholders funds as on 31.03.2013 was Rs. 11994.99 lakhs against Rs. 9,373.12 lakhs of previous year. The book value of the share, accordingly, stands at Rs. 28.56 as compared to Rs. 22.32 for the previous year.

Loan Funds

The Company utilizes the Over Draft limit only for meeting temporary mismatch in the cash flow. The term loan outstanding as on 31st March 2013 was of Rs. 2,101.56 lakhs as against Rs. 2,215.39 lakhs as on 31st of March 2012.

Assets Fixed assets

The capital expenditure including capital work in progress during the year was Rs. 3,625.11 lakhs against Rs. 3,630.09 lakhs during the previous year. The net fixed asset was Rs. 14,395.10 lakhs compared to Rs. 12,101.81 lakhs previous year.

Inventories and Sundry Debtors

The overall inventory has gone up by Rs. 99.05 lakhs compared to previous year.

The Receivables as on 31st of March 2013 is 48.62 lakhs.

Ratio

The Return on Equity (ROE) was 28% compared to 31% in previous year.

Recognitions and Awards

We have won several awards and accolades for our amusement parks in Kochi and Bangalore. Our parks, Wonderla Kochi and Wonderla Bangalore have been certified by Bureau Veritas Certification (India) Private Limited for meeting the BS OHSAS 18001: 2007 safety standards and ISO 14001: 2004 environment protection standards, for the operation and maintenance of our land and water based attractions as well as for the related amenities that we provide

to our customers. We have won several awards instituted by the Indian Association of Amusement Parks and Industries ("IAAPI"), including, among others, the IAAPI excellence award for the highest number and variety of innovative rides won by us four times, most recently for the year 2012-13, the IAAPI excellence award for the most innovative ride won by us three times, most recently in 2012-13 and the IAAPI excellence award for innovative promotional activity won by us three times, most recently for the year 2012-13.

Directors

During the year under review, there are no changes in the composition of Board of Directors of the Company except Ms. Priya Sarah Cheeran Joseph who has been re-designated as Non-Executive Director of the Company w.e.f. 1st of March, 2013.

Fixed Deposits

The Company has not accepted any public deposits and, as such, no amount towards principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Corporate Governance

The Report on Corporate Governance is annexed to the Annual Report.

Auditors

M/s B S R & Co., the statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, up to the conclusion of the ensuing Annual General Meeting. The Company has received the requisite certificate from them pursuant to Section 224(1B) of the companies Act, 1956 confirming their eligibility for re-appoint as Auditors of the Company.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their Knowledge and belief confirm that:

in the preparation of the Profit & Loss Account for the financial year ended 31st March 2013 and the Balance sheet as at that date ("financial statements") applicable accounting standards have been followed.

appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the company for that period.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. To ensure this, the company has established internal control systems, commensurate with its size and nature of operations. In weighing the assurance provided by any such system of internal control, its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems.

The financial statements have been prepared on a going concern basis.

Disclosure of Statutory Particulars

Information required under Section 217 (1) (e) and Section 217 (2A) of the Companies Act 1956 are given in Annexure A and B and forms part of this Report.

Acknowledgement

Your Directors gratefully acknowledge the contribution made by employees at all levels towards the success of your company. Their hard work and dedication have been pivotal to your Company''s growth.

Your Directors are also thankful for the cooperation and assistance received from the customers, vendors, Financial institutions, Banks, Regulatory and governmental authorities.

By order of the Board For Wonderla Holidays Limited

Sd/-

Place : Kochi George Joseph Date : 27th May 2013 Chairman

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