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Directors Report of Wonderla Holidays Ltd.

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

BANBALOKE¦K

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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