Enter the first few characters of Company and click 'Go'

Directors Report of Nicco Parks & Resorts Ltd.

Mar 31, 2018

Dear Members,

The Board of Directors are pleased to present the Companyâs Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March 2018.

Standalone Financial Results (Rs. in Lakhs)

PARTICULARS	Year ended 31.03.2018	Year ended 31.03.2017
Profit Before Interest, Depreciation & exceptional Items	1133	1071
Less : Interest	40	58
Profit before Depreciation & exceptional Items	1093	1013
Less : Depreciation	206	178
Profit before Exceptional Items & Tax	887	835
Less : Provision For Tax	255	278
Profit After Tax	632	557
Add : Profit Brought Forward from Previous Year	2224	1866
Less: Other Comprehensive Income (OCI)	4	10
Net Surplus (Before Appropriations)	2852	2413

Note:

a. Figures for the Financial Year have been restated as per IND-AS and therefore may not be comparable with Financials for 2016-17 approved by the Board of Directors and disclosed in the Financial Statement of previous year.

State of Company Affairs as on March 31, 2018

During the year under review the Total Income was Rs. 4880 lakhs as against Rs.4693 lakhs in the corresponding previous year registering a growth of approximately 4%. Cumulative income from Main Park and Water Park taken together was Rs.3288 lakhs, Income from Projects was Rs.177 lakhs. Income from Food & Beverage and Recreation Facilities was Rs.1293 Lakhs and Merchandising income stood at Rs.11 Lakhs. Income from Branding &Sponsorship &Miscellaneous Income was Rs.502 lakhs. Net Revenue from Operations as on March 31, 2018 was Rs.4699 lakhs.

The overall annual footfall of the Park including Bowlerâs Den, Nicco Super Bowl and Other Recreation Facilities was 12.16 lakhs compared to 12.14 lakhs in 20i6-i7.The footfall at the water park decreased marginally from 3.18 lakh to 3.13 Lakhs visitors. Cumulative Per Capita Contribution in Main Park and Water Park was Rs.274 during the financial year 2017-2018.

Inspite of intense competition from Eco Park, Science City & Alipore Zoological Garden(Zoo) during the peak months from December, 2017 to February, 2018, the Profit Before Tax stood at Rs.887 lakhs a marginal increase of around 6% compared to previous financial year attributed to the aggressive marketing, healthy increase in the sale of Food & Beverage and change in pricing policy.

Consequent to the roll out the Goods and Services Tax (GST) with effect from July 1, 2017 your company also adopted the single tax regime and accordingly attuned its systems & processes to be GST compliant.

The benefits on rationalization of Indirect Tax rates hitherto applicable to the amusement park industry vis-a-vis unified rates in GST environment, was passed to our visitors in form of reduction of ticket price on entry & rides.

Your company successfully implemented a new ticketing software and also changed the operation of the main food court from franchise model to Nicco Park managed. Your company has also introduced RFID bands in the water park on test basis for operating digital lockers for safe keeping of the belongings as well as for food outlet in the water park area. The same RFID bands come with the option of loading cash into it so that visitors can freely move around and enjoy amenities like food while being cashless inside our park.

In order to increase the entertainment value to our visitors your company added novelties in form of new rides and attractions. The new âHappy Circus Mirror Mazeâ(Mirror Maze)was inaugurated by the children visitors in presence Sheroo & his friends on December 15, 2017 in a gala event at âNicco Parksâ. The Mirror Maze is integrated with great illusion through multiple reflections and intricate design that baffles and misleads one to create a fascinating and unforgettable experience. The Mirror Maze attained popularity among all age group of our visitors.

Your company also added two new rides in the water park namely the âWater Toy Rideâ and âRainbow Slideâ both were well received by the visitors.

Dividend & Transfer to Reserves

The Board of Directors of the Company at its meeting held on 9th February, 2018, declared and paid an Interim Dividend for the financial year ending 31st March, 2018 to the shareholders of the Company @ 15% per Equity Share (0.15 paisa on an Equity share of par value of Rs.1 each) on 4,68,00,000 equity shares amounting to Rs.70.20 lakhs and the Interim Dividend was paid to those shareholders whose name appeared in the Register of Members as on February 23, 2018. The total dividend for the year ended March 31, 2018 will be 0.15 paisa per equity share of face value of Rs.1/- each.

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account, hence no amount has been transferred to Reserves.

Consolidation of Financial Statements

In addition to the Standalone Financial Statements, we have in accordance with Section 129(3) of the Companies Act, 2013 and IND-AS prepared Consolidated Financial Statements of the Company for all its associates, namely Nicco Jubilee Park Ltd., Nicco Parks Leisure Projects Pvt. Ltd., & Nicco Engineering Services Limited which forms part of this Annual Report. A separate statement in the Form AOC-1, containing the salient features of the financial statements of such Associate Companies prepared pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, is appended as (Annexure - I) to this Directorsâ Report.

Board of Directors

1. Composition of the Board

Your Companyâs Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company.

As on 31st March, 2018, the Board of Directors comprised twelve members, of whom eleven were Non-Executive and one Executive. Presently, there are six Independent Directors & one woman Director & three Nominee Directors on the Board. The Non-Executive Directors are eminent professionals, drawn from amongst persons with experience in business and industry, finance, law and public enterprises.

2. Meetings

Five meetings of the Board of Directors were held during the financial year ended 31st March, 2018. These were held on: (i) 17.04.2017, (ii) 10.05.2017, (iii) 07.08.2017, (iv) 02.11.2017& (v) 09.02.2018.

Directorâs Responsibility Statement

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

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

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31.03.2018 and of the profit of the company for the year ended on that date;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

Human Resources

Ours is a continuous quest to offer the finest guest experience and we are constantly reinventing ourselves in a sector that is on the move. People power is one of the pillars of our success. There is a well-calibrated reward and recognition mechanism bringing in meritocracy. Learning and development Initiative for employees are greatly emphasized to enable all round good performance by individuals.

Encouraging cordial working relation and maintaining good industrial relations have been the philosophy and endeavour of the HR Department. Statutory compliances related to labour laws have been followed with due emphasis.

Your company firmly believes that its greatest strength lies in the quality of its manpower and the competence and commitment of its people are the principle drivers that enable the enterprise to create and deliver value. The Companyâs âPeople philosophyâ has given it a competitive edge as its guests are served by bright, enthusiastic and committed employees who anticipate guests needs and deliver exceptional service with genuine warmth.

Industrial relations continued to remain cordial throughout the year. As on 31st March, 2018, the number of people employed by the Company was 232.

Nomination & Remuneration Policy

The remuneration policy is aimed at rewarding performance based on review of achievements on a regular basis. The remuneration policy is in consonance with the requirements of section 178 of the Companies Act, 2013 & Rules thereto and the existing industry practice.

The Non-Executive & Independent Directors draw sitting fees at the rate of Rs. 12,500/- for attending each meeting of the Board or Committee thereof. The sitting fees were revised by the Board in respect of all meetings held after 9th February, 2018. Other than sitting fees the Non-Executive & Independent Directors do not draw any remuneration from the Company.

The components of the total remuneration vary for different levels and are governed by industry pattern, practice, qualification and experience of the employees and responsibilities handled by them.

The objectives of the remuneration policy are to motivate and encourage the employees to deliver higher performance and to recognize their contribution.

The companyâs policy on the appointment of the Directors & Senior Management and the remuneration for the Directors, Key Managerial Personnel and other employees can be referred to at the Website of the Company https://niccoparks.com/wp-content/uploads/formidable/32/Nomination-Remuneration-Committee.pdf

Risk Management & Mitigation

Risk Management is the process of identification, assessment and prioritisation of risks followed by coordinated efforts to minimise, monitor and mitigate / control the probability and /or impact of unfortunate events or to maximize the realization of opportunities. The Company had all along been conscious of the risks associated with the nature of its business. The Company has identified various risks faced by the Company from different areas. The Company already has a Risk Management Framework for laying down procedures to inform the Board members about the risk assessment and minimization procedures. The Board has adopted a risk management policy in consultation with various functional heads to identify, assess and mitigate the major areas of risk associated with the business of the Company. Appropriate structures are present so that risks are inherently monitored and controlled. Risk identification, risk assessment and risk treatment procedures for all functions of the Company are reviewed on an ongoing basis.

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

Related Party Transaction

During the year under review, your Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in terms of Section 2(76), Section 188 of Companies Act, 2013 read with Companies (Meeting of Board & its Powers) Rule, 2014 and in accordance with the Policy of the Company for Related Party Transactions. The policy on RPTs, as approved by the Board, is available on the Companyâs website at https://niccoparks.com/wp-content/uploads/formidable/32/Related-Party-Transaction-Policy.pdf.

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.

Declaration By Independent Directors

Mr. Sunil Mitra, Mr. Anand Chatrath, Mr. Sujit Poddar, Mr. Tapan Chaki, Mr. Subodh Kumar Bhargava & Mr. Deepak Indernarayen Premnarayen, being Independent Directors of the Company have confirmed that they meet the criteria of Independent Directorship as laid down in section 149(6) of the Companies Act, 2013 and the rules made thereunder and the listing regulations which has been noted by the Board.

Directors

Appointment/Re-Appointment/Cessation

There has not been any appointment/cessation during the year under review and the composition of the Board of Directors remained unchanged during the F.Y. 2017-2018.

Ms. Pallavi Priyadarshini Kaul (DIN: 00065449), Vice-Chairperson, Non-Independent & Non-Executive Director (Nominee of Nicco), retires by rotation at the forthcoming Annual General Meeting and being eligible seeks re-appointment.In compliance with Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with the Secretarial Standard on General Meetings (SS- 2) issued by the Institute of Company Secretaries of India (ICSI), the particulars of Ms. Pallavi Priyadarshini Kaul (DIN: 00065449), is mentioned in the Annexure - A to the Notice convening the 29th Annual General Meeting of the Company.

Key Managerial Personnel (KMP)

In addition to Mr. Abhijit Dutta, Managing Director & CEO, Mr. Pankaj Kumar Roy, Vice President & CFO and Mr. Rahul Mitra, Company Secretary & Vice-President, the Board of Directors ofthe Company at its meeting held on February 9, 2018 designated Mr. Rajesh Raisinghani, Senior Vice-President - Operations, Marketing and F&B, as a KMP.

Internal Financial Controls

Your company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliances. Internal Financial Control systems and procedures are commensurate with the companyâs size and nature of business. The objective of these procedures is to ensure efficient use and protection of the companyâs resources, accuracy in financial reporting and compliance of statutes and company procedures. The existing system ensures orderly and efficient conduct of its business including adherence to companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information. During the year under review there were nil instances of fraud.

Your Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weaknesses in design or operation was observed. The Internal Financial Control systems and procedures and their effectiveness are audited and reviewed on regular basis and monitored by the Audit Committee of the Board of Directors of the Company on a periodic basis.

Investments

Nandan Park Limited - Dhaka, Bangladesh

Nandan Park Limited registered a net profit after tax of BDT 49.38 lacs during the accounting year July 2016 to June 2017.

Nicco Jubilee Park Limited - Jamshedpur, Jharkhand

Jamshedpur, being an important industrial township, Nicco Jubilee Park within the premises of the popular Jubilee Park draws a fair number of visitors. The Net Profit after Tax for the year 2017-2018 was Rs.17.77 lakhs, although the company continues to earn cash profit, yet the net worth of the Company remains negative due to huge accumulated losses, on account of arrear entertainment tax and penalty thereof, which remain an impediment to the growth of this company. Mr. Abhijit Dutta is also designated as the Managing Director of Nicco Jubilee Park Limited.

Nicco Engineering Services Limited - Kolkata, West Bengal

Nicco Engineering Services Limited is engaged in the business of providing engineering services. The Company registered a Net Profit after Tax of Rs.587.11 Lakhs for the year 2017-2018.

Nicco Parks Leisure Projects Private Limited - Kolkata, West Bengal

To support your companyâs future growth and expansion through acquisitions, participation in future joint venture projects for amusement parks and water parks, your company has floated this Special Purpose Vehicle (SPV).

Share Capital

The paid up Equity Share Capital as at 31st March, 2018 stood at Rs.468.00 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Fixed Deposits

Your Company has not accepted any deposits from the public falling with in the ambit of section 73 of the Companies Act,20i3 and the Rules framed thereunder.

Particulars of Loans, Guarantees or Investments

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

Issue of Shares / Buy Back / Employees Stock Option Scheme / Sweat Equity

The Company has not bought back any of its shares, has not issued shares with differential voting rights, has not issued any Sweat Equity Share and has not provided any Stock Option Scheme to its employees, during the year under review.

Statutory & Legal Matters

There has been no significant and/or material order(s) passed by any regulators/Courts/Tribunals impacting the going concern status and the Companyâs operations in future.

Your Company has prepared the Financial Statements for the financial year ended March 31, 2018 under Sections 129, 133 and Schedule III (Division II) to the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Ammendment Rules, 2016.

Your Company has adopted Indian Accounting Standard (referred to as âInd-ASâ), with effect from 1st April, 2017 for periods upto and including the year ended 31st March, 2018, further, in accordance with the Rules, the company had also restated itâs Balance Sheet as at 1st April, 2016 as per Ind-AS and the figures for the year ended 31st March, 2017 is as per Ind-AS.

Material Changes & Commitments Occurring after the end of Financial Year

No material changes and/or commitments affecting the financial position of the Company occurred between the end of the financial year to which the attached financial statements relate to and upto the date of this report.

Change In Nature of Business

There has been no change in the nature of business of the Company during the financial year 2017-18.

Conservation of Energy & Technology Absorption

In view of long-run sustainability your Companyâs triple bottom line approach on economic, environmental and social returns had made the company more environmental conscious and it is now committed towards minimizing carbon foot-print and green house effects.

Although the operations of the company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels and also for utilizing alternate sources of energy. Your Company is adopting various steps for the conservation of energy by adhering to strict norms it has prepared in ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System), OHSAS 18001:2007 (Occupational Health & Safety Management System) manuals. Your company is committed to maintain an eco-friendly environment within the park.

Your Company is producing organic manure from the waste generated in the park and these are being used for its own horticulture and beautification of the park.

Your Company does not have any Technology Agreement.

Whistle Blower Policy / Vigil Mechanism

In terms of provisions of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated.

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.

During the year under review, none of the Directors / employees / business associates/ vendors was denied access to the Chairman of the Audit Committee. The said policy is available on the Companyâs website at https://niccoparks.com/wp-content/uploads/formidable/ WHISTLE-BLOWER-POLICY.pdf

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-i and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the company. The Company has in place proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing

The equity shares of the Company continue to be listed on the Bombay Stock Exchange (BSE) and Calcutta Stock Exchange (CSE). The Company has paid the requisite listing fees to all the Stock Exchanges for Financial Year 2018-19.

Foreign Currency Earnings & Outgo

While there have been foreign visitors to the Park, no separate record is kept of earnings from them as they pay for the entry fees and other expenses in Indian Rupees. During the period under review the Company did not have any foreign currency earnings. The total Foreign currency used during the financial year ended 31st March, 2018 was Rs.1,09,70,653 on account of purchase of rides & games, purchase of components & spares, exhibition, business promotion & overseas travelling.

Complaints Received by the Sexual Harassment Committee

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (14 of 2013). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

There were nil complaints received during the year under review.

Performance Evaluation

The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in compliance with the provisions of Section i34(3)(p) and Schedule IV of the Companies Act, 2013.

According to Regulation of 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors was held on 09th February, 2018, to inter alia, review and evaluate the performance of the Non-Independent Directors and the Chairperson of the Company taking into account the views of the Executive Directors and Non-Executive Directors; assessing the quality, quantity and timeliness of flow information between the Company management and the Board and also to review the overall performance of the Board. The Board thereafter in its meeting held on the same day evaluated the performance of the Independent Directors.

Auditors and Auditorâs Report

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away vide notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on 10th August, 2016.

Your Companyâs statutory auditors, Messrs, Singhi & Co, Chartered Accountants, Kolkata have confirmed that they are not disqualified from continuing as Auditors of the Company.

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 i34(3)(ca) of the Act.

The Auditors Report does not contain any qualifications, reservation or adverse remark or disclaimer.

Audit Committee

The Audit Committee comprises of four Directors, majority of the Directors are Independent Directors. During the year under review all the recommendations made by the Audit committee were accepted by the Board.

Cost Records

Your Company is not required to maintain Cost Records as specified by the Central Government u/s 148(1) of the Companies Act, 2013. 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 CSR Committee guides and monitors the activity undertaken by the Company in this sphere.

Acknowledging its responsibility towards the society, your Company has put in place a CSR Policy, which may be referred to at the Companyâs official website at https://niccoparks.com/wp-content/uploads/formidable/CORPORATE-SOCIAL-RESPONSIBILITY.pdf

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules, for the year ended March 31, 2018, the Company was required to spend Rs.15.03 lakhs in its CSR funds. Details of the project undertaken under CSR and expenses incurred during the year forms a part of the Report in Annexure II.

Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013, and the rules made thereunder, Mr. P.V. Subramanian (C.P. No.- 2077; ACS- 4585), Company Secretary in Whole-time Practice, was appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor forms part of this Annual Report. The report does not contain any qualifications, reservation or adverse remark or disclaimer.

A copy of the Secretarial Audit Report received from Mr. P.V. Subramanian (C.P. No.- 2077; ACS- 4585), Company Secretary in Whole-time Practice in the prescribed Form No. MR-3 is annexed to this Boardâs Report and marked as Annexure III.

Extract of Annual Return

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

Particulars of Employees & Related Disclosures

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - V. As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report excluding the information on employeeâs particulars is being sent to the members which is, however, available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

Management Discussion & Analysis Report

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Boardsâ Report in Annexure - VI.

Corporate Governance

The Principles of good Corporate Governance as prescribed by the Listing Agreements of the relevant Stock Exchanges alongwith a Certificate of Compliance issued by a Practicing Company Secretary forms part of the Annual Report 2017-2018 in Annexure - VII.

Green Initiatives

To support the âGreen Initiativeâ, Members who have not registered their email addresses are requested to register the same with the Companyâs Registrar and Share Transfer Agent/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Acknowledgement

Your Directors are thankful to the members and investors for their confidence and continued support. Your Board would like to thank the Management of the company and also thank the nominated Directors on the Board and the major Shareholders for their complete support in smooth operations of your Company. Your Board is very grateful to the Independent Directors for their valuable contributions. All of them despite other business exigencies have shared their rich experience and knowledge with the management to take your Company forward. The Directors would like to express their gratitude for the support from all its customers, suppliers, bankers and vendors.

Your Directors acknowledge with gratitude the co-operation and assistance received from State Government departments and other agencies during the period under review, viz., West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, HDFC Bank, AXIS Bank, Allahabad Bank, State Bank of India,Bandhan Bank,Small Industries Development Bank of India (SIDBI),Tourism Finance Corporation of India Limited (TFCI)and Bidhan Nagar Municipality.

Your Directors place on record their appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

For & on behalf of the Board of Directors

Registered Office: NICCO PARKS & RESORTS LIMITED

âJheel Meelâ, S/d S/d

Sector IV, Salt Lake City, A. R. Bardhan Abhijit Dutta

Kolkata - 700 106 Chairman Managing Director & CEO

DIN-03176641 DIN:-00233374

Date:09.08.20i8

Mar 31, 2017

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2017.

Standalone Financial Results & Appropriations (Rs. in Lakhs)

PARTICULARS	Year ended 31.03.2017	Year ended 31.03.2016
Profit Before Interest, Depreciation & exceptional Items	1052	95⁶
Less : Interest	55	44
Profit before Depreciation & exceptional Items	997	912
Less : Depreciation	178	I48
Profit before Exceptional Items & Tax	819	7⁶4
Less: Exceptional Items	-	²3
Less : Provision For Tax	²74	250
Profit After Tax	545	49¹
Add : Profit Brought Forward from Previous Year	1771	^I47⁸
Less: Impact on Transitional Provision of Component Accounting	-	9
	2316	1960
Dividend on Equity Shares
Final Dividend @ 15%*	-	7⁰
Interim Dividend @15%	7Â°	7⁰
	-	-
Dividend Tax	15	²9
Transfer to General Reserve	20	20
Net Surplus (After Appropriations)	2211	^I77^I
	2316	1960

* The Board of Directors of the company recommended a dividend @ 15% per equity share on the paid-up capital of the Company for the Financial year ended 31st March 2017 (Rs. 0.15 paise on an equity share per value of Rs.1 each). The equity dividend is subject to approval by the shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The final equity dividend for the financial year 2016-2017 to be paid is Rs.70.20 Lakhs and Dividend Tax on the proposed final equity dividend is Rs. 14 Lakhs.

State of Company Affairs

During the year under review the Total Revenue was Rs.4687 lakhs. Cumulative income from Main Park and Water Park taken together was Rs.3194 lakhs, Income from Projects was Rs.101 lakhs. Income from Recreation Facilities was Rs.713 Lakhs and Merchandising income stood at Rs.11 Lakhs. Income from Branding & Sponsorship & Miscellaneous Income was Rs.520 lakhs.

The overall annual footfall of the Park including Water Park, Bowlerâs Den, Nicco Super Bowl and Other Recreation Facilities was Rs.12.14 lakhs compared to Rs.12.38 lakhs in 2015-2016. Cumulative Per Capita Contribution in Main Park and Water Park was 12% better compared to 2015-2016.

Despite the drop in footfall, the Profit Before Tax was Rs.819 lakhs an increase of over 12% compared to 2015-2016, attributed to increase in entry ticket prices resulting in better realization of per capita income.

The new âSky Diverâ ride was commissioned on November 30, 2016 in a gala event at âNicco Parksâ. The inauguration of the new ride also coincided with the âSilver Jubilee Celebrationsâ of the operations of the park. The popularity of the âSky Diverâ ride soared into a frenzy within days of its inauguration and the family thrill ride soon catapulted itself into the most talked about & sought after ride in the city.

The new âGame Zoneâ and the adjoining renovated âFood Courtâ instantly caught the attention of the visitors. The indoor âGame Zoneâ offering a number of exciting & challenging rides and games is fun and full of activities for visitors of all ages. The trendy & new-look âFood Courtâ offers delectable eats for visitors & families offering a fully immersive experience.

Transfer to Reserve

Your Directors have proposed to transfer an amount of Rs.20 Lakhs (Rupees Twenty Lakhs Only) to the General Reserve of the company as against an amount of Rs.20 Lakhs transferred to the General Reserve of the company last year. The fund so transferred to the General Reserve is to be used by the company for its growth and future expansion.

Payment of Dividend

Your Directors have recommended a final dividend @ 15% per Equity share (0.15 paisa on an Equity share of par value of Re. 1 each) on 4,68,00,000 equity shares amounting to Rs.70.20 lakhs for the financial year ending 31.03.2017.

The payment of aforesaid final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting of the company.

The Board of Directors of the Company at its meeting held on 11th February, 2017, declared the payment of Interim Dividend for the financial year ending 31st March, 2017 to the shareholders of the Company @ 15% per Equity Share (0.15 paisa on an Equity share of par value of Rs.1 each) on 4,68,00,000 equity shares amounting to Rs.70.20 lakhs and the Interim Dividend has been paid to those shareholders whose name appeared in the Register of Members as on 22nd February, 2017.

Consolidation of Financial Statements

Your company has three associates, namely Nicco Jubilee Park Limited, Nicco Parks Leisure Projects Private Limited & Nicco Engineering Services Limited. Pursuant to section 129(3) of the Companies Act, 2013 your Company has prepared Consolidated Financial Statements, in addition to the Standalone Financial Statements, which form part of this Annual Report. A separate statement in the Form AOC-i, containing the salient features of the financial statements of such Associate Companies prepared pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, is appended as (Annexure I) to this Directorsâ Report.

Board of Directors

1. Composition of the Board

As on 31st March, 2017, the Board of Directors comprised twelve members, of whom eleven were Non-Executive and one Executive. Presently, there are six Independent Directors & one woman Director & three Nominee Directors on the Board. The Non-Executive Directors are eminent professionals, drawn from amongst persons with experience in business and industry, finance, law and public enterprises.

2. Meetings

Four meetings of the Board of Directors were held during the financial year ended 31st March, 2017. These were held on: (i) 18.05.2016, (ii) 10.08.2016, (iii) 07.11.2016 & (iv) 11.02.2017.

Directorâs Responsibility Statement

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

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

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

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

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

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

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

Human Resources

Ours is a continuous quest to offer the finest guest experience and we are constantly reinventing ourselves in a sector that is on the move. People power is one of the pillars of our success.

The IR situation continues to be peaceful. Employee - Management Relations remained cordial through 2016-2017. As on 31st March, 2017, the number of people employed by the Company was 226.

Nomination & Remuneration Policy

The remuneration of employees largely consists of basic remuneration and perquisites. The Non-Executive Directors draw sitting fees at the rate of '' 9,000/- for attending each meeting of the Board or Committee thereof and do not draw any other remuneration from the Company.

The components of the total remuneration vary for different levels and are governed by Industry pattern, practice, qualification and experience of the employees and responsibilities handled by them.

The objectives of the remuneration policy are to motivate and encourage the employees to deliver higher performance and to recognize their contribution.

Risk Management & Mitigation

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

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

Related Party Transaction

Your Company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which were not in the ordinary course of business and not undertaken on an armâs length basis during the financial year 2016-17. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of section 134 of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014.

Declaration By Independent Directors

Mr. Sunil Mitra, Mr. Anand Chatrath, Mr. Sujit Poddar, Mr. Tapan Chaki, Mr. Subodh Kumar Bhargava & Mr. Deepak Indernarayen Premnarayen, Independent Directors of the Company have confirmed that they fulfill all the conditions of Independent Directorship as laid down in section 149(6) of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board.

Directors

Appointment/Re-Appointment/Cessation

On the recommendations of the Nomination & Remuneration Committee the Board of Directors of the Company at a meeting held on 07.11.2016 re-appointed Mr. Abhijit Dutta (DIN: 00233374) as Managing Director & CEO for a term of 3 years w.e.f 01.01.2017.

Mr. Subodh Kumar Bhargava (DIN: 00035672) & Mr. Deepak Indernarayen Premnarayen (DIN: 00154746) were appointed on the Board of Directors of the Company on 10.08.2016 as Additional Directors (Independent).

Mr. Surendra Gupta (DIN: 06827638) & Mr. Chinna Murugan (DIN: 06831211), Nominee Directors, Government of West Bengal, Department of Tourism were Nominated on the Board of Directors of the Company vide Notification No. 22i-TW/5T-68/89(pt-i) dated 9th February, 2017 in place of Mr. Arnab Roy & Mr. Rajat Kumar Bose, respectively.

Mr. A.R. Bardhan (DIN: 03176641), Chairman & Nominee Director Government of West Bengal, retire by rotation at the forthcoming Annual General Meeting and being eligible seeks re-appointment.

The particulars of Mr. A.R. Bardhan, Chairman & Nominee Director, Mr. Subodh Kumar Bhargava, Mr. Deepak Indernarayen Premnarayen, Independent Directors, Mr. Surendra Gupta & Mr. Chinna Murugan, Nominee Directors are mentioned in the Annexure - A to the Notice convening the 28th Annual General Meeting of the Company.

The Board placed on record their appreciation of the services of Mr. Arnab Roy & Mr. Rajat Kumar Bose, Nominee Directors, Government of West Bengal, Tourism Department, during their tenure as Directors in the Company.

Internal Financial Controls Related to Financial Statements

Your Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weaknesses in design or operation was observed. The Internal Financial Control systems and procedures and their effectiveness are audited and reviewed on regular basis and monitored by the Audit Committee ofthe Board of Directors of the Company on a periodic basis.

Investments

Nandan Park Limited, Dhaka - Bangladesh

During the calendar & financial year 2015 Nandan Park Limited, registered a net profit after tax of BDT 25,69,176 lakhs. In order to conserve funds their Directors did not recommend any Dividend for the calendar & financial year 2015.

Nicco Jubilee Park Limited - Jamshedpur

Jamshedpur, being a booming industrial township, Nicco Jubilee Park within the premises of the popular Jubilee Park draws a fair number of visitors. The Net Profit after Tax for the year 2016-2017 was Rs.5.76 lakhs, although the company continues to earn cash profit, yet the net worth of the Company remains negative due to huge accumulated losses, on account of arrear entertainment tax and penalty thereof, which remain an impediment to the growth of this company. Mr. Abhijit Dutta is also designated as the Managing Director of Nicco Jubilee Park Limited.

Nicco Engineering Services Limited

Nicco Engineering Services Limited is engaged in the business of providing engineering services. The Company registered a Net Profit after Tax of Rs.313.55 Lakhs as on March 31, 2017.

Nicco Parks Leisure Projects Private Limited

Change In Share Capital

The paid up share capital of the Company as on March 31, 2017 was Rs.4,68,00,000 lakhs and there has been no change in the capital structure of the Company.

Fixed Deposits

Your Company has not accepted any deposits from the public.

Particulars of Loans, Guarantees or Investments

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

Issue of Shares / Buy Back / Employees Stock Option Scheme / Sweat Equity

Statutory & Legal Matters

There has been no significant and/or material order(s) passed by any regulators /Courts/Tribunals impacting the going concern status and the Companyâs operations in future.

Material Changes & Commitments Occurring After the End of Financial Year

Conservation of Energy & Technology Absorption

Although the operations of the company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels and also for utilizing alternate sources of energy. Your Company is adopting various steps for the conservation of energy by adhering to strict norms it has prepared in ISO 9001 and ISO 14001 manuals. Your company is committed to maintain an eco-friendly environment within the park.

Your Company is producing organic manure from the waste generated in the park and these are being used for its own horticulture and beautification of the park.

Your Company does not have any Technology Agreement.

Foreign Exchange Earnings and Outgo

While there have been foreign visitors to the Park, no separate record is kept of earnings from them as they pay for the entry fees and other expenses in Indian Rupees. During the period under review the Company has received foreign exchange amounting to Rs.1,18,61,121 lakhs against supply of rides, components and miscellaneous earnings. The total Foreign Exchange used during the financial year ended 31st March, 2017 was Rs.2,80,92,668 Lakhs on account of purchase of rides & games, purchase of components & spares, exhibition, business promotion & overseas travelling.

Complaints Received by the Sexual Harassment Committee

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

There were nil complaints received during the year under review.

Annual Evaluation of Boardâs Performance

According to Regulation of25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors was held on 11th February, 2017, to inter alia, review and evaluate the performance of the Non-Independent Directors and the Chairperson of the Company taking into account the views of the Executive Directors and Non-Executive Directors; assessing the quality, quantity and timeliness of flow of information between the Company management and the Board and also to review the overall performance of the Board. The Board thereafter in its meeting held on the same day evaluated the performance of the Independent Directors.

Statutory Auditors, Their Report and Notes to the Financial Statements

Your Companyâs Statutory Auditors, Messrs. Singhi & Co., Chartered Accountants, Kolkata, were appointed at the 27th Annual General Meeting held on 10th August, 2016 and shall hold office until the conclusion of the 30th Annual General Meeting. Pursuant to section 139 & 142 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, Messrs Singhi & Co., Chartered Accountants, being eligible are recommended for ratification to hold office from the conclusion of this 28th Annual General Meeting (AGM) till the conclusion of the 29th AGM by the Members and the authority be given to the Board to fix or revise their remuneration from time to time.

The Auditors Report does not contain any qualifications, reservation or adverse remark or disclaimer.

Corporate Social Responsibility (CSR)

Acknowledging its responsibility towards the society, your Company has put in place a CSR Policy, which may be referred to at the Companyâs official website at www.niccoparks.com. The CSR Committee guides and monitors the activity undertaken by the Company in this sphere.

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules, for the year ended March 31, 2017, the Company was required to spend Rs 12.72 lakhs in its CSR funds. Details of the project undertaken under CSR and expenses incurred during the year forms a part of the Report in Annexure II.

Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013, and the rules made there under, Mr. P.V. Subramanian (C.P. No.- 2077; ACS- 4585), Company Secretary in Whole-time Practice, was appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure III. The report does not contain any qualifications, reservation or adverse remark or disclaimer.

Extract of Annual Return

Particulars of Employees & Related Disclosures

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure V. As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report excluding the information on employeeâs particulars is being sent to the members which is, however, available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

Management Discussion & Analysis Report

Corporate Governance

The Principles of good Corporate Governance as prescribed by the Listing Agreements of the relevant Stock Exchanges along with a Certificate of Compliance issued by a Practicing Company Secretary forms part of the Annual Report 2016-2017 in Annexure VII.

Key Management Team

Your company has the following members as part of their key management team: Mr. Abhijit Dutta, Managing Director & CEO; Mr. Rajesh Raisinghani, VP - Operations, Marketing and F&B; Mr. Pankaj Kumar Roy, VP & CFO and Mr. Rahul Mitra, AVP & Company Secretary.

Acknowledgement

The Directors are thankful to the members and investors for their confidence and continued support. Your Board would like to thank the Management of the company and also thank the Nominated Directors on the Board and the major Shareholders for their complete support in smooth operations of your Company. Your Board is very grateful to the Independent Directors for their valuable contributions. All of them despite other business exigencies have shared their rich experience and knowledge with the management to take your Company forward. The Directors would like to express their gratitude for the support from all its customers, suppliers, bankers and vendors.

Your Directors acknowledge with gratitude the co-operation and assistance received from State Government departments and other agencies during the period under review, viz., West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, HDFC Bank, AXIS Bank, Allahabad Bank, State Bank of India, Bandhan Bank, Small Industries Development Bank of India (SIDBI), Tourism Finance Corporation of India Limited (TFCI) and Bidhan Nagar Municipality.

The Directors would also like to express their sincere thanks and appreciation to the invaluable contribution of the Senior Management Team for their leadership and to all the employees and staff for their commendable teamwork, contribution and professionalism and wish them all the best for achieving many new milestones in the future.

On behalf of the Board of Directors

Registered Office: NICCO PARKS & RESORTS LIMITED

âJheel Meelâ,

Sector IV, Salt Lake City,

Kolkata - 700 106 A. R. Bardhan Abhijit Dutta

Date: 10.05.2017 Chairman Managing Director & CEO

(DIN: 03176641) (DIN: 00233374)

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2016.

Standalone Financial results & Appropriations (Rs. in Lakhs)

Particulars	Year ended 31.03.2016	Year ended 31.03.2015
Profit Before Interest, Depreciation & Exceptional Items	956	876
Less : Interest	44	41
Profit Before Depreciation & Exceptional Items	912	835
Less : Depreciation	I48	140
Profit Before Exceptional Items & Tax	764	695
Less: Exceptional Items	23	-
Less : Provision For Tax	250	235
Profit After Tax	491	460
Add: Profit Brought Forward from Previous Year	1478	1227
Less: Impact on Residual Value of Assets	-	20
Impact on transitional Provision of Component Accounting	9	-
	1960	1667
Proposed Dividend on Equity Shares
- Interim Dividend @ 15%	70	-
- Final Dividend @ 15%	70	70
- Special Dividend @ 15%	-	70
Dividend Tax	29	29
Transfer to General Reserve	20	20
Net Surplus (After Appropriations)	1771	1478
	1960	1667

state of Company''s Affairs

Cumulative income from Main Park and Water Park taken together was Rs.2714.56 lakhs, Income from Projects was Rs.313.70 lakhs which registered a growth of 19.21% compared to 2014-15. Income from Other Recreation Facilities was Rs.553.37 Lakhs and Rental & Merchandising income stood at Rs.103.69 Lakhs. Income from Branding/Sponsorship & Other Income also registered a growth of 19.53% & 28.43% respectively, when compared to 2014-2015.

The overall annual footfall of the Park including Bowlerâs Den, Nicco Super Bowl and Other Recreation Facilities was 12.38 lakhs compared to 15.10 lakhs in 2014-2015. The footfall at the water park was also marginally down by 2.23% to 2.63 Lakhs visitors.

In order to maintain novelty of the âWet-O-Wildâ water park and to increase repeat visits, âPirate Bayâ, the latest addition to the âWet-O-Wildâ water park was opened to our visitors on March 7, 2016. The newly commissioned family ride, situated on a pool of 10,000 sq-ft, instantly caught the attention of visitors of all ages.

Despite the decrease in footfall the Profit Before Tax was Rs.741.07 lakhs an increase of over 6.59% compared to 2014-2015, attributed to optimum utilization of available resources and better realization of per capita income.

In conjunction to offering novelty to our visitors in the âSilver Jubilee Yearâ of the operations of the Park and to counter the continuous drop of footfall and the increasing competition from our peers in the upcoming winter season the company intends to introduce novelties in form of a new thrill ride and upgradation/ theming of the food court area. Your company is expecting that all these novelty rides and attractions will help in stabilizing & increasing the overall footfall in your park in the ensuing years, in addition to better per capita income.

Transfer to Reserve

Your Directors have proposed to transfer an amount of Rs.20 Lakhs (Rupees Twenty lakhs only) to the General Reserve of the company as against an amount of Rs.20 lakhs transferred to the General Reserve of the company last year. The fund so transferred to the General Reserve is to be used by the company for its growth and expansion in the future.

Dividends

As the members are aware, the Board of Directors of the Company at its meeting held on February 6, 2016, had declared an âInterim Dividendâ @15% (Rs.0.15 on an Equity Share of par value of Rs.1/- each) on the paid-up share capital of 4,68,00,000 equity shares amounting to Rs.70.20 lakhs.

Your Directors, in addition to the aforesaid âInterim Dividendâ, recommended a âFinal Dividendâ @ 15% per Equity share (Rs. 0.15 on an Equity share of par value of Rs.1 each) on 4,68,00,000 equity shares amounting to Rs.70.20 lakhs for the financial year ending 31.03.2016.

The payment of aforesaid âFinal Dividendâ is subject to the approval of the shareholders at the ensuing Annual General Meeting of the company.

Consolidation of Financial Statements

Pursuant to section 129(3) of the Companies Act, 2013 the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21 âConsolidated Financial Statementsâ issued by the Institute of Chartered Accountants of India. The audited Consolidated Statements together with Auditorsâ Report thereon form part of the Annual Report.

A separate statement in the Form AOC-1, containing the salient features of the financial statements of Associate Companies prepared pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, is appended as (Annexure - I) to this Directorsâ Report.

Board of Directors

1. composition of the Board

As on 31st March, 2016, the Board of Directors comprised ten members, of whom nine were Non-Executive and one Executive. Presently, there are four Independent Directors, who account for one-third of the total Board strength as required under section 149 of the Companies Act, 2013. The Non-Executive Directors are eminent professionals, drawn from amongst persons with experience in business and industry, finance, law and public enterprises. The composition of the Board is as under:

sl. No	Name of Directors	category of Directors	No. of other Directorship held (excluding Foreign companies, Pvt Ltd companies & companies u/s 8 of the companies Ac:, 2013)	No. of other Board com mittee(s) in which he/she is a member¹	No. of other Board com mittee(s) in which he/she is a chairman*	No of committee(s) of the Board of the company in which he/she is*
sl. No	Name of Directors	category of Directors				Member	chair man
1.	Mr. A. R. Bardhan	Chairman, Nominee of Government of West Bengal, Tourism Department, Non Independent, Non-Executive	-	-	-	-	-
2.	Mr. Rajive Kaul	Non-Independent, Non Executive	6	1	1	2	-
3.	Mr. Sunil Mitra	Independent, Non-Executive	8	4	1	1	â
4.	Mr. Sujit Poddar	Independent, Non-Executive	6	2	-	1	â
5.	Mr. Arnab Roy	Nominee of Govt. of West Bengal, Department of Tourism, Non-Independent Non-Executive	-	-	-	-	-
6.	Mr. Anand Chatrath	Independent, Non-Executive	2	2	â	-	2
7.	Ms. Pallavi P. Kaul	Vice-Chairman, Non Independent, Non-Executive	3	-	-	â	â
8.	Mr. Tapan Chaki	Independent, Non-Executive	1	_	-	1	â
9.	Mr. Rajat Kumar Bose	Nominee of WBTDC, Non Independent, Non-Executive	1	-	-	â	â
10.	Mr. Abhijt Dutta	Managing Director & CEO, Non-Independent, Executive	1	-	-	1	â

* Only two Committees, viz., the Audit Committee and the Stakeholders Relationship Committee are considered for this purpose. Further the number of Committee positions held only in Public Limited Companies, other than Nicco Parks & Resorts Limited is indicated.

Meetings, Attendance & sitting Fees

a. Four meetings of the Board of Directors were held during the financial year ended 3Ist March, 20i6. These were held on:

(i) 16th May, 2015, (ii)ist August, 2015, (iii) 14th November, 2015 and (iv) 6th February, 2016

(ii) The attendance record of each of the Directors at the Board Meeting(s) during the financial year ended 31st March, 2016 and at the last Annual General Meeting (AGM) is as under:

sl. No.	Name of Director	Number of Board Meetings Attended	Attendance at the last AGM held on 1st August, 2015	sitting fees (in '' paid to the Directors for attending Board Meetings
1.	Mr. A. R. Bardhan	3	Yes	21,000/-**
2.	Mr. Rajive Kaul	4	Yes	28,000/-
3.	Mr. Sunil Mitra	3	Yes	21,000/-
4.	Mr. Sujit Poddar	4	Yes	28,000/-
5.	Mr. Arnab Roy	2	No	14,000/-**
6.	Mr. Anand Chatrath	3	Yes	21,000/-
7.	Ms. Pallavi P. Kaul	3	No	21,000/-
8.	Mr. Tapan Chaki	3	Yes	21,000/-
9.	Mr. Rajat Kumar Bose	3	Yes	21,000/-**
10.	Mr. Abhijit Dutta	4	Yes	NA²

Notes:

* Being an Executive Director, Mr. Abhijit Dutta, Managing Director & CEO, is not entitled to receive sitting fees for attending the meetings of the Company.

** Sitting fees paid to the Nominee Directors are drawn in the name of nominating institutions.

2. Committees of the Board

The details of composition and meetings of the Committees of the Board of Directors held during the year are as under:-

a. Audit Committee

Composition of the Audit Committee is in accordance with the requirements of section 177 of the Companies Act, 2013. The attendance of each of the members in the meetings of the Committee & sitting fees paid is as under:-

sl.

No.

Name of the Committee Member

Designation

Chairman/

Member

Number of Meetings attended

sitting fees paid (in Rs. to the Members for attending Committee meetings

Mr. Anand Chatrath

Non - Executive, Independent Director

Chairman

21,000/-

Mr. Rajive Kaul

Non - Executive Director

Member

28,000/-

Sl.

No.

Name of the Committee Member

Designation

Chairman/

Member

Number of Meetings attended

Sitting fees paid (in Rs. to the Members for attending Committee meetings

Mr. Sujit Poddar

Non - Executive, Independent Director

Member

28,000/-

Mr. Tapan Chaki

Non - Executive, Independent Director

Member

21,000/-

- Mr. Rahul Mitra, AVP & Company Secretary, acts as the Secretary to the Committee.

- The Audit Committee held four meetings during the year ended 31st March, 2016 on (i) 16th May, 2015; (ii) 1st August, 2015; (iii) 14th November, 2015 & (iv) 6th February, 2016.

- WHISTLE BLOWER POLICY (Vigil Mechanism) - Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 12th August, 2014 and the Audit Committee is empowered by the Board to monitor policy and to report to the Board about the complaints in an unbiased manner. The policy may be referred to on the website of the Company (www.niccoparks.com).

b. Nomination & remuneration committee

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of Section 178(1) of the Companies Act, 2013. The composition is as under:-

Sl. No.	Name of the Committee Member	Designation	Chairman/ Member	Number of Meetings attended	Sitting fees paid (in Rs. to the Members for attending Committee meetings
1.	Mr. Sujit Poddar	Non- Executive, Independent Director	Chairman	1	7,000/-
2.	Mr. Rajive Kaul	Non- Executive Director	Member	1	7,000/-
3.	Mr. Anand Chatrath	Non- Executive, Independent Director	Member	Nil	Nil
4.	Mr. Tapan Chaki	Non- Executive, Independent Director	Member	1	7,000/-

- The Nomination & Remuneration Committee held one meeting on 16th May, 2015 during the financial year ended 31st March, 2016.

- Mr. Rahul Mitra, AVP & Company Secretary acts as the Secretary to the Committee.

- The Committee also evaluated the performance of the Directors of the Company in compliance with section 178(2) of the Companies Act, 2013 at its meeting held on 18th May, 2016.

Companyâs Policy on Appointment & Remuneration

The remuneration policy is aimed at rewarding performance based on review of achievements on a regular basis.

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

The remuneration of employees largely consists of basic remuneration and perquisites. The Non-executive Directors draw sitting fees at the rate of '' 9,000/- (Sitting fees was revised from '' 7,000/- to '' 9,000/- w.e.f 7th February, 2016) for attending each Meeting of the Board or Committee thereof and do not draw any other remuneration from the Company.

The components of the total remuneration vary for different levels and are governed by Industry pattern, practice, qualification and experience of the employees and responsibilities handled by them.

The objectives of the remuneration policy are to motivate and encourage the employees to deliver higher performance and to recognize their contribution.

c. stakeholders Relationship committee

Composition of the Stakeholders Relationship Committee is in accordance with the requirements of section 178(5) of the Companies Act, 2013. The composition is as under:-

sl. No.	Name of the committee Member	Designation	chairman/ Member
1.	Mr. Anand Chatrath	Non- Executive, Independent Director	Chairman
2.	Mr. Rajive Kaul	Non- Executive Director	Member
3.	Mr. Sunil Mitra	Non- Executive, Independent Director	Member
4.	Mr. Abhijit Dutta	Managing Director & CEO	Member

- Mr. Rahul Mitra, AVP & Company Secretary, the designated Compliance officer of the Company in terms of Clause 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 acts as the Secretary to the Committee.

- During the Financial Year 2015-2016, the Company had received 3 investorâs Complaints, all of which were disposed off to the satisfaction of the complainants. As on 31st March, 2016 there were no shares pending transfer and nil complaints pending to be resolved.

- The committee held 15 meetings during the Financial Year 2015-2016.

- The total sitting fees paid to the committee members for attending the committee meetings during the financial year ended 31st March, 2016 was Rs.2,48,000. Mr. Abhijit Dutta being an Executive Director is not entitled to receive sitting fees for attending meetings of the Committee.

d. corporate social Responsibility committee:

Pursuant to the requirements of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social

Responsibility Policy) Rules, 2014, the Board of Directors of the Company constituted a Corporate Social Responsibility

Committee at its meeting held on 16th May, 2015.

The Composition of the Committee is as follows:

sl. No.	Name of the Committee Member	Designation	Chairman/ Member	Number of Meetings attended	sitting fees paid (in '' to the Members for attending Committee meetings
1.	Mr. Sujit Poddar	Non- Executive, Independent Director	Chairman	1	7,000/-
2.	Mr. Tapan Chaki	Non- Executive, Independent Director	Member	1	7,000/-
3.	Mr. Rajive Kaul	Non-Executive Director	Member	1	7,000/-
4.	Ms. Pallavi P. Kaul	Non-Executive Director	Member	1	7,000/-
5.	Mr. Rajat Kumar Bose	Nominee Director, West Bengal Tourism Development Corporation Limited	Member	1	7,000/-³

- Sitting fees paid to the Nominee Director are drawn in the name of nominating institution.

- The Corporate Social Responsibility Committee held one meeting on 6th February, 2016 during the financial year ended 31st March, 2016.

- Mr. Rahul Mitra, AVP & Company Secretary acts as the Secretary to the Committee.

- Your Company has adopted its Corporate Social Responsibility activities for the financial year ended 31st March, 2016 pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. During the year under review your Company was obligated to make CSR expenditures amounting to Rs.10.02 lakhs, however, during this year the Company spent an amount of Rs.10.05 Lakhs towards its CSR obligations. The details of the CSR activities adopted by the Company are provided in the Annual Report on the CSR Activities which forms a part of this Board Report in Annexure II.

- CSR Policy - Pursuant to section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formulated a Corporate Social Responsibility Policy for monitoring the CSR activities to be adopted by the Company towards its CSR obligations. The policy was approved by the Board of Directors of the Company at its meeting held on 6th February, 2016 and the CSR Committee was empowered to monitor and review the same. The policy may be referred to on the website of the Company (www. niccoparks.com).

Directorâs Responsibility statement

Pursuant to clause (c) of sub-section (3) and sub-section (5) of section 134 of the Companies Act, 2013, your Directors state 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) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

Statutory Auditors, their Report and Notes to the Financial Statements

Your Companyâs Statutory Auditors, Messrs Singhi & Co., Chartered Accountants, Kolkata, were re-appointed at the 26th Annual General Meeting held on 1st August, 2015 and shall hold office until the conclusion of the 27th Annual General Meeting. Pursuant to section 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, Messrs Singhi & Co., Chartered Accountants, being eligible are recommended for re-appointment at the 27th Annual General Meeting for a further period of three consecutive years till the conclusion of the 30th Annual General Meeting of the Company, subject to the ratification by the members at every Annual General Meeting and the authority be given to the Board to fix or revise their remuneration from time to time.

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

The Standalone and Consolidated Auditorâs Report does not contain any qualifications, reservation or adverse remark or disclaimer.

Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013, and the rules made there under, Mr. P.V. Subramanian (C.P. No.- 2077; ACS- 4585), Company Secretary in Whole-time Practice, was appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure III. The report does not contain any qualifications, reservation or adverse remark or disclaimer.

Related Party Transaction

Your Company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which were not in the ordinary course of business and not undertaken on an armâs length basis during the financial year 2015-16. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of section 134 of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014.

Transfer of Unpaid /Unclaimed amount to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 (Section 205A of the erstwhile Companies Act, 1956) the amount of dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid/ unclaimed dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of the section 205C of the erstwhile Companies Act, 1956 (Section 125 of the Companies Act, 2013, is yet to be notified). During the year under review, an amount of '' 2,04,889.20/- (Rupees Two lakhs four thousand eight hundred eighty nine and twenty paisa only) lying in the credit of the 14th Equity Dividend Account of the Company for the financial year 2007-2008 was transferred to IEPF within the due date.

Risk Management & Mitigation

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

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

Declaration By Independent Directors

Mr. Sunil Mitra, Mr. Anand Chatrath, Mr. Sujit Poddar and Mr. Tapan Chaki, Independent Directors of the Company have confirmed that they fulfill all the conditions of Independent Directorship as laid down in section 149 of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board.

Internal Financial controls Related to Financial statements

Investments

Nandan Park Limited, Dhaka - Bangladesh

During the calendar & financial year 2014 Nandan Park Limited, registered a net profit after tax of BDT 23.87 lakhs. In order to conserve funds their Directors did not recommend any Dividend for the calendar & financial year 2014.

Nicco Jubilee Park Limited - Jamshedpur

The Net Profit after Tax for the year 2015-2016 was Rs.9.79 lakhs. Although the company continues to earn cash profit, yet the net worth of the Company remains negative due to huge accumulated losses, on account of arrear entertainment tax and penalty thereof, which remain an impediment to the growth of this company. Mr. Abhijit Dutta is also designated as the Managing Director of Nicco Jubilee Park Limited.

Nicco Engineering Services Limited

Nicco Engineering Services Limited (NESL) is engaged in the business of providing engineering services. The Company registered a profit after tax of Rs.288.34 Lakhs as on 31st March, 2016.

Nicco Parks Leisure Projects Private Limited

Your Company does not have any Subsidiary.

Directors Re-Appointment

Ms. Pallavi P. Kaul, Director (DIN: 00065449) & Mr. Rajive Kaul, Director (DIN: 00065554), retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

The particulars of Ms. Pallavi P. Kaul, Director & Mr. Rajive Kaul, Director, are mentioned in the Annexure - A to the Notice convening the 27th Annual General Meeting of the Company.

Fixed Deposits

Your Company has not accepted any deposits from the public.

Extract of Annual Return

Particulars of Loans, Guarantees or Investments

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

Issue of shares / Buy Back / Employees stock Option scheme / sweat Equity

Statutory & Legal Matters

There has been no significant and/or material order(s) passed by any regulators /Courts/Tribunals impacting the going concern status and the Companyâs operations in future.

Material Changes & Commitments occurring after the end of Financial Year

Conservation of Energy & Technology Absorption

Although the operations of the company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels and also for utilizing alternate sources of energy. Your Company is adopting various steps for the conservation of energy by adhering to strict norms it has prepared in ISO 9001 and ISO 14001 manuals. Your company is committed to maintain an eco-friendly environment within the park.

In order to conserve energy and reduce electricity consumption your Company implemented LED lighting systems in the entire park and same is expected to considerably reduce electricity consumption.

Your Company is producing organic manure from the waste generated in the park and these are being used for its own horticulture and beautification of the park.

Your Company does not have any Technology Agreement.

Foreign Exchange Earnings and Outgo

While there have been foreign visitors to the Park, no separate record is kept of earnings from them as they pay for the entry fees and other expenses in Indian Rupees. During the period under review the Company has received foreign exchange amounting to Rs.42.55 lakhs against supply of components. The total Foreign Exchange used during the financial year ended 31st March, 2016 was Rs.23.94 Lakhs on account of overseas travelling, exhibition, business promotion, purchase of components & spares.

Complaints Received by the sexual Harassment Committee

There were nil complaints received during the year under review.

Annual Evaluation of Boardâs Performance

In compliance with the Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors of the Company was held to review and evaluate the performance of the Non-Independent Directors and the Chairperson of the Company taking into account the views of the Executive Directors and Non-Executive Directors; assessing the quality, quantity and timeliness of flow information between the Company management and the Board and also to review the overall performance of the Board. The meeting of the Independent Directors of the Company was held on 6th February, 2016, wherein the performance of the Non-Independent Directors including the Chairperson and of the Board as a whole was evaluated.

The Nomination and Remuneration Committee also co-ordinates and oversees the annual self evaluation of the performance of the Board, Committees and individual Directors.

Particulars of Employees & Related Disclosures

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

Management Discussion & Analysis Reports

Corporate Governance

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company is exempted from complying with the requirements of Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, this report does not contain any disclosure under the relevant heads for the year under review.

Key Management Team

Acknowledgement

The Directors are thankful to the members and investors for their confidence and continued support. Your Board would like to thank the Management of the company and also thank the nominated Directors on the Board and the major Shareholders for their complete support in smooth operations of your Company. Your Board is very grateful to the Independent Directors for their valuable contributions. All of them despite other business exigencies have shared their rich experience and knowledge with the management to take your Company forward. The Directors would like to express their gratitude for the support from all its customers, suppliers, bankers and vendors.

Your Directors acknowledge with gratitude the co-operation and assistance received from State Government departments and other agencies during the period under review, viz., West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, HDFC Bank, AXIS Bank, Allahabad Bank, State Bank of India, Bandhan Bank, Small Industries Development Bank of India (SIDBI), Tourism Finance Corporation of India Limited (TFCI) and Bidhan Nagar Municipality.

On behalf of the Board of Directors

Registered Office: NICCO PARKS & RESORTS LIMITED

âJheel Meelâ,

Sector IV, Salt Lake City,

Kolkata - 700 106 A. R. Bardhan Abhijit Dutta

Chairman Managing Director & CEO

Date: May 18, 2016

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2015.

standalone Financial results & Appropriations (Rs in Lakhs)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Profit Before Interest and Depreciation 876 641

Less : Interest 41 46

Cash Profit 835 595

Less : Depreciation 140 151

Add: Extra - Ordinary Item - 5

Profit Before Tax And Provision 695 449

Less : Provision For Tax 235 149

Profit After Tax 460 300

Add : Profit Brought Forward From Previous Year 1227 1029

Less: Impact on Residual Value of Assets 20 -

1667 1329

Proposed Dividend on Equity Shares

- Normal Dividend @ 15% 70 70

- Special Dividend @ 15% 70 -

Dividend Tax 29 12

Transfer to General Reserve 20 20

Net Surplus (after Appropriations) 1478 1227

1667 1329

State of Company Affairs as on 31st March, 2015

A. Park Operations

During the year under review the cumulative footfall of the main park and the water park taken together was marginally up from that of the last year. Water Park continued to do well, footfall was up by about 16% percent from previous year. Overall footfall of the park including "Bowler's Den", "Nicco Super Bowl" and "Other Recreation Facilities" was 15.10 Lakhs which was 8% more than previous year.

Cumulative Per Capita Contribution was about 16% and 9% better compared to last year in the main park and water park respectively.

Income from "Other Recreation Facilities" stood at Rs. 629.30 lakhs an increase by 54% over previous year. Rental & Merchandising income stood at Rs. 111.67 lakhs an increase of 34.28% over previous year. "Branding & Sponsorship" registered marginal growth. Other income during the year under review was Rs. 152.61 lakhs an increase of 54.04% over previous year.

During the year 2014-2015 Income from Projects stood at Rs. 261.33 lakhs an increase of 22.44% over previous year.

Income from other recreational facilities has increased substantially over the last few years. In order to increase this business further, Company had set-up two air-conditioned halls, "Water Side - I" and "Water Side - II", business from the same look promising.

To maintain novelty of the Park and to increase repeat visits the Company is continuously adding new rides, attractions, facilities and events. Nicco Park added yet another feather to its cap with the unveiling of the 'Crazy Tea Party ride' which was inaugurated at a gala ceremony at Nicco Park premises on 12th December, 2014. The new ride instantly caught the attention of young and old and became the cynosure of the winter attractions at the park.

All these novelty rides and attractions helped in increasing the footfall in your park, compared to that of the previous year. The total revenue increased approximately by 22% than compared to previous year which was mainly due to the increase in entry ticket prices resulting in better per capita income alongwith incremental revenues from water park footfall & other recreational areas. Consequently, the Profit Before Tax stands at Rs. 695 lakhs as against Rs. 449 lakhs in the previous year.

B. Consultancy, Contract & Sale of Ride Components

The amusement park business is growing rapidly in the developing countries. With 24 years of experience in running and maintaining amusement park successfully, your Company has expanded its activities to provide overall technical consultancy, design, engineering and supply of rides on turnkey basis.

During the year your Company received approximately Rs. 2 Crore worth of order for few large & small rides all of which will be executed in 2015-2016. A few queries for supply of rides and components to North Eastern States, Eastern India & Bangladesh are under negotiation. A few consultancies, turnkey contracts, ride orders are also under discussion.

C. Safety of Visitors & Certifications

"Visitors' Safety" being of utmost concern, your Company continuously ensures high quality maintenance of all its rides and attractions. Apart from conducting daily inspection and ensuring the operational safety of the rides by in-house engineering team, periodic third party inspections are also conducted by renowned firms like Jacobs Engineering Group Inc of UK, TUV India & SGS India.

Your Company's products and services are expected to receive wide acceptance in India & abroad as it has obtained 4 major certifications such as ISO : 9001:2008 - Quality Management System, ISO : 14001 : 2004 - Environment Management System, OHSAS : 18001 : 2007 Occupational Health & Safety Management System and SA : 8000 : 2008 Social Accountability from the renowned European Certifying Authority - DNV GL.

Transfer to Reserve

Your Directors have proposed to transfer an amount of Rs. 20 lakhs (Rupees Twenty lakhs only) to the General Reserve of the company as against an amount of Rs. 20 lakhs transferred to the General Reserve of the company last year. The fund so transferred to the General Reserve is to be used by the company for its growth and expansion in the future.

Payment of Dividend

Your Directors have recommended a dividend of 15% per Equity share (Rs. 0.15 on an Equity share of par value of Rs. 1/- each) on 4,68,00,000 equity shares amounting to Rs. 70.20 lakhs for the financial year ending 31.03.2015.

On the eve of the 25th year of operations of the amusement park, your Directors in addition to the dividend as aforesaid, proposed and recommended a one-time 'Silver Anniversary Special Dividend' at the rate of 15% (Rs. 0.15 per share) on the face value of equity shares (Rs. 1/- each) for the financial year ended on March 31, 2015.

The payment of aforesaid dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting of the company.

Internal Financial Controls

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

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

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

Investments

Nandan Park Limited, Dhaka - Bangladesh

Due to general unrest in Bangladesh, Nandan Park Ltd., registered a poor performance during the calendar & financial year 2013. The audited financial results show that they have incurred a loss of BDT (98.80) lakhs for the financial and calendar year 2013. The Results for the financial & calendar year ending 2014, are expected to be finalized shortly.

Nicco Jubilee Park Limited - Jamshedpur

Jamshedpur, being a booming industrial township, Nicco Jubilee Park within the premises of the popular Jubilee Park draws a fair number of visitors. In the year under review the footfalls in the park decreased marginally by 3.50% than previous year. However, the total income as on 31st March, 2015 stood at Rs. 205.74 lakhs as against Rs. 200.42 Lakhs in the previous year.

Although the company continues to earn cash profit, yet the net worth of the Company continues to be negative due to huge accumulated losses, on account of arrear entertainment tax and penalty thereof, which remain an impediment to the growth of this company. Mr. Abhijit Dutta is also designated as the Managing Director of Nicco Jubilee Park Limited.

Nicco Parks Leisure Projects Private Limited

To support your company's future growth and expansion through acquisitions, participation in future joint venture projects for amusement parks and water parks, your company has floated this Special Purpose Vehicle (SPV).

Directors

Nomination, Appointment & Cessation

The Government of West Bengal, Tourism Department had, vide its letters no. 518-TW/5T-68/89 (Pt. I) & 516-TW/5T-68/89 (Pt. I) dated 30th March, 2015, intimated the nomination of Mr. A. R. Bardhan, IAS, Principal Secretary, Tourism Department, as the Nominee of Government of West Bengal, Tourism Department and designated him as the Chairman on the Board of Directors of the Company in place of Mr. S. N. Menon. Accordingly, Mr. A. R. Bardhan was appointed as an Additional Director & also designated as the Chairman on the Board of Directors of the Company with effect from 30th March, 2015. Mr. Bardhan will hold his office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member of the Company signifying his intention to propose the appointment of Mr. Bardhan as Nominee Director at the forthcoming Annual General Meeting.

The West Bengal Tourism Development Corporation Limited had, vide its letter no. 2191/WBTDC/XVIII-841 dated 7th November, 2014, intimated the withdrawal of nomination of Mr. Bhishmadeb Dasgupta and nominated Mr. Rajat Kumar Bose, IAS, Managing Director of West Bengal Tourism Development Corporation Limited as the Nominee of West Bengal Tourism Development Corporation Limited (WBTDC) on the Board of Directors of the Company. Accordingly, Mr. Rajat Kumar Bose was appointed as an Additional Director of the Company with effect from 7th November, 2014 in place of Mr. Bhishmadeb Dasgupta. Mr. Bose will hold office upto the date of the ensuing Annual General Meeting. The Company has received a separate notice in writing under Section 160 of the Companies Act, 2013 from a member of the Company signifying his intention to propose the appointment of Mr. Bose as Nominee Director at the forthcoming Annual General Meeting.

Your Directors place on record their appreciation of the valuable services rendered and wise counsel and advice received from Mr. S. N. Menon and Mr. Bhishmadeb Dasgupta during their respective tenures as Directors of the Company.

Mr. Rajive Kaul, Director & Mr. Arnab Roy, Nominee Director, Government of West Bengal, Department of Tourism, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

The particulars of Mr. A. R. Bardhan and Mr. Rajat Kumar Bose alongwith the Directors who retire by rotation are mentioned in the Annexure - B to the Notice convening the 26 th Annual General Meeting of the Company.

Fixed deposits

Your Company has not accepted any deposits from the public.

Extract of annual Return

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

Particulars of Loans, Guarantees or Investments

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

Issue of Shares / Buy Back / Employees Stock Option Scheme / Sweat Equity

The Company has not bought back any of its shares, has not issued shares with differential voting rights, has not issued any Sweat Equity Share and has not provided any Stock Option Scheme to its employees, during the year under review.

statutory & Legal Matters

There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status and the Company's operations in future.

material changes & commitments occurring after the end of Financial Year No material changes and/or commitments affecting the financial position of the Company occurred between the end of the financial year to which the attached financial statements relate to and upto the date of this report.

conservation of energy & Technology Absorption

Although the operations of the company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels and also for utilizing alternate sources of energy. Your Company is adopting various steps for the conservation of energy by adhering to strict norms it has prepared in ISO 9001 and ISO 14001 manuals. Your company is committed to maintain an eco-friendly environment within the park.

Your Company is producing organic manure from the waste generated in the park and these are being used for its own horticulture and beautification of the park.

Your Company does not have any Technology Agreement.

Foreign exchange earnings and outgo

While there have been foreign visitors to the Park, no separate record is kept of earnings from them as they pay for the entry fees and other expenses in Indian Rupees. During the period under review the Company has received foreign exchange worth of Rs. 3.31 lakhs as dividends for Calendar & Financial Years 31.12.2010 & 31.12.2011 from Nandan Park Limited, Bangladesh, Rs. 49.71 lakhs against supply of components and miscellaneous earnings of Rs. 1.55 Lakhs. The total Foreign Exchange used during the financial year ended 31st March, 2015 was Rs. 34.89 Lakhs on account of overseas travelling, exhibition, business promotion, purchase of components & spares.

complaints Received by the sexual Harassment committee

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.

annual evaluation of Board's Performance

In compliance with the Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors of the Company was held to review and evaluate the performance of the Non-Independent Directors and the Chairperson of the Company taking into account the views of the Executive Directors and Non-Executive Directors; assessing the quality, quantity and timeliness of flow of information between the Company management and the Board and also to review the overall performance of the Board. The meeting of the Independent Directors of the Company was held on 10th February, 2015, wherein the performance of the Non-Independent Directors including the Chairperson and of the Board as a whole was evaluated.

Future Plans and Prospects

Your Directors wish to mention that the Union Budget 2015 which was presented in the Parliament on February 28, 2015 by our Hon'ble Finance Minister contained in the Finance Bill 2015, among other things, a proposal to levy Service Tax on the Amusement Park activities (Hitherto, Amusement Park activities were in the Negative List of Services). The imposition of Service Tax @14% on Amusement Park activities in addition to the existing State Entertainment Tax @20% is going to further increase the tax burden of the Company and may reduce margins.

The water park, 'Wet-O-Wild' continues to attract large number of crowds and its footfall is on an increasing trend. Your Board of Directors have approved an expansion of the existing water park at an investment of Rs.450 lakhs for a 'water multiplatform play system' on a pool of 10,000 sq-ft for overall growth of the water park.

Brand recall, enhancing visitor satisfaction and innovation are central to our ambition. We are investing in brand equity, finding and strengthening the connections between the services on offer which are availed by scores of visitors. We are creating efficiencies by focusing on fewer, bigger projects that enhance margins and we are seeking superior and educative entertainment which our visitors will prefer, driving profitable growth.

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

Corporate Social Responsibilities

Your company is committed to preserve the nature, protect the environment, contribute to the economic development and ensure improvement in the quality of life of its employees and their families. Growing our business through sustainability is not only about our operations and services. We are also committed to the best practice in governance, to creating a positive working environment for employees and to being a responsible partner for our customers, suppliers, communities and other stakeholders.

We have aligned our organisations vision, mission, strategies and policies so as to bring about sustainable development of business & community and to grow and expand in harmony.

The following CSR activities have been undertaken by your Company:-

1. Your Park has an Environmental Policy to develop a clean environment by minimizing adverse effects of the various processes and activities, efficient and optimum use of resources and technology, etc. Your company has already obtained ISO 14001-2004 Environment Management systems certification from DNV GL. West Bengal Pollution Control Board has declared Nicco Park as a plastic free zone.

2. Your Company celebrates World Environment Day every year with many eco-friendly activities like creating awareness for green and clean environment & tree plantation, etc.

3. Your Company has organized regular Pulse Polio Immunization programme with the initiative of Local Municipality inside the Park premises.

4. Your Company is associated with Blood Donation Camp organized by PEOPLE's Blood Bank and ESI.

5. Large number of orphans, destitute and physically challenged children are welcomed to visit the Park at a nominal cost through various philanthropic organizations such as Missionaries of Charity, Rotary Club and various NGOs.

6. Your Company has taken initiatives on various corporate social activities and is the first Amusement Park in India to have obtained the SA 8000:2008, Social Accountability Certification from DNV GL.

In compliance to the requirements of Section 135 of the Companies Act, 2013 your Board of Directors at its meeting held on May 16, 2015 have constituted a Corporate Social Responsibility Committee. Your Company hopes to take up CSR activities in the coming year towards meeting its obligations on CSR spend under the Companies Act, 2013.

Key Management Team

Your company has the following members as part of their key management team. Mr. Abhijit Dutta, Managing Director & CEO; Mr. Rajesh Raisinghani, VP - Operations, Marketing and F&B; Mr. Pankaj Kumar Roy, AVP & CFO and Mr. Rahul Mitra, AVP & Company Secretary.

Particulars of Employees & Related Disclosures

Your Company has no employee of the category as specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5 (1) of the Companies (Appointment and Remunuration of Managerial Personnel) Rules,20i4 are provided in Annexure - III

Corporate Governance and Management Discussion & Analysis Reports

In view of SEBI circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the company is exempted from complying with the mandatory requirements of Clause 49 of the Listing Agreement, as amended. Hence, this report does not contain any disclosure under the relevant heads for the year under review.

cautionary statement

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

acknowledgement

The Directors are thankful to the members and investors for their confidence and continued support. Your Board would like to thank the Management of the company and also thank the nominated Directors on the Board and the major Shareholders for their complete support in smooth operations of your Company. Your Board is very grateful to the Independent Directors for their valuable contributions. All of them despite other business exigencies have shared their rich experience and knowledge with the management to take your Company forward. The Directors would like to express their gratitude for the support from all its customers, suppliers, bankers and vendors.

Your Directors acknowledge with gratitude the co-operation and assistance received from State Government departments and other agencies during the period under review, viz., West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, HDFC Bank, AXIS Bank, Allahabad Bank, State Bank of India, Small Industries Development Bank of India (SIDBI), Tourism Finance Corporation of India Limited (TFCI) and Bidhan Nagar Municipality.

The Directors would also like to express their sincere thanks and appreciation to the invaluable contribution of the Senior Management Team for their leadership and to all the employees and staff for their commendable teamwork, contribution and professionalism and wish them all the best for achieving many new milestones in the future.

On behalf of the Board of Directors

Registered Office: Nicco PARKs & REsoRTs Limited 'Jheel Meel', Sector IV, Salt Lake City, Kolkata - 700 106 a. R. Bardhan Abhijit Dutta Chairman Managing Director & CEO

Date: May 16, 2015

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2014.

Financial Results & Appropriations (Rs. in lacs)

Particulars Year Ended Year Ended 31.03,2014 31,03.2013

Profit Before interest And Depredation 641 533

Less: I nterest 46 45

Cash Profit 595 488

Less: Depreciation 151 151

Add: Extra - Ordinary Item 5 9

Profit Be fore Tax And Provision 449 346

Less: Provision For Tax 149 121

Profit After Tax 300 125

Add : Profit Brought Forward From Previous Year 1029 906

1329 1131

Proposed Dividend On Equity Shares 70 70

Dividend Tax 12 12

Transfer To General Reserve 20 20

Net Surplus (Atier Appropriations) 1227 1029

1329 1131

Payment of Dividend

Your Directors have recommended a dividend of 15% (0,15 paise on an Equity share of par value of 1/- each) on 4,68,00,000 equity si in res amounting to Rs 70.20 lakhs for the financial year ending 31,03,20.14. maintaining the previous yesr rate of dividend. The payment of aforesaid dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting of the company.

Transfer to Reserve

Your directors have proposed to transfer an amount of Rs 20 lakhs (Rupees Twenty lakhs) to the General reserve of the company as against an amount of Rs 20 lakhs, transferred to the General Reserve of the company last year. Tite fund so transferred to the General reserve is to be used by the company for its growth and expansion in the future.

Management Discussion and Analysis

Pursuant to the provisions of Cause 40 of) he Listing Agreement, a report oti Management Discussion and Analysis is enclosed as Annexure - II.

Operations

During die year under review main park footfall was lower by 7% than that of the Iasi year, however, cumulative per capita Contribution for the main park showed an increase over previous year by 30% due to the inclease in tire entry ticket price & prices of individual rides. Water park continues to do well. The footfall at the water park exceeded that of the previous yeat by approximately 38%. The overall footfall of the park including "Bowler's Den", "Nicco Super Bowl" and "Olher Recreation Facilities" was 13.94 L which was 8% less titan that of the previous year.

Owing to the footfall generated through the various marketing and promotion schemes the cumulative per capita contribution for the water park was marginally lower by 3%contpared to last year. The company is aggressively pursuing various promotional atid marketing schemes and we hope to have achieve better outcome in both main park and water park in the financial year 2014-3015.

Income from "Other Recreation Facilities" stood at Rs 409.3a lakhs, an 8% increase over previous year. Income from 'Rental & Merchandising' increased by 21% over previous year, however, income from 'Branding & Sponsorship* dipped by almost 12% than tliat of the previous year.

During the year Project income stood at Rs 213 lakhs in comparison to Rs 19.03 lakhs in the previous years. We have received a few project orders worth Rs 280 lakhs which will be executed during 2014-2015.

A five year wage agreement with baigaitiable employees was signed during this year. As on 31st March, 2014 the total expenses on wages and salaries stood at 1055 lakhs, the new wage agreement cast an additional liability of Rs [50 lakhs over and above our budget, which resulted m an increase of approximately 33% when compared to the previous year. Employee management relations continued to be cordial.

During this fieriod your jrark Successfully went throngh the Surveillance Audit of the latest version of ISO: 9001, ISO: 14001, Otto AS: 18001 and SA: So 00 and continues to hold all these valuable certificates.

Your company won the prestigious C! 1-1TC Sustainability Awards 2013 - Commendation Certificate for Significant Achievement on the journey towards Sustainable Development. The Awards follow a trait spa rent a ltd rigorous assessment process based on the Sustainability Excellence Assessment Model, which is based on Methodology adapted from the internationally acclaimed European Foundation for Quality Management JEFQM) and Sustainable business concept giving equal weightage to economic, environment a ltd social dimensions. The Sustainability Awards help your company to increase its brand value and give a new dimension Id the public positioning of your company and to get a national recognition for dommitmenl to the environment and social dimensions.

Investments

Nandan Park limited, Dhaka - Bangladesh

Due to general unrest in Bangladesh. Nandan Park Ltd., registered a poor performance during Calendar & Financial Year 2012. The audited financial results show that they have made a profit of BDT 24.03 lakhs for the calendar and financial year 2012. The Results for the financial & calendar year ending 2013, is expected to be finalized shortly. We continue to Scout for buyers for liquidating our equity shareholding in Nandan Park Limited and are hopeful of making a capital gain on this investment

Nieto Jubilee Park Limited - Jams hedpur

Jamshedpur, being a booming industrial township, Nicco Jubilee Park situated within the premises of the popular Jubilee Park is becoming a major place of attraction for die people and visitors of Jamshedpur. In the year under review the Footfalls m the park increased by S% than that of the previous year. Total income as on jist March. 2014 stood at 204 lakhs as against Rs l88 laldlS in the previous year, although the company continues to earn cash profit yet the net worth oftlie company coni iimes0 be negative due to huge accuinitiated losses, on account of arrear entertainment lux, which remain an impediment to the growth of this company. Mr. Abhijit Du it a, is also designated as Managing Director of Nicco Jubilee Park Limited,

Niteo Parks Leisure Projects Private Limited

To support your company's future growth and Expansion through acquisitions, participation iti future joitil venture propels for amusement parks and water parks, your company has floated this Special Purpose Vehicle {SPV}.

Pulure Plans and Prospects

Your Company received ati order for supply of'chair-lift1 ride worth Rs 1.22 Crbre, An export order for supply of rides and components worth USD 83,000 to Bangladesh will also lie executed during 2014-2013. A few consultancies, turnkey contracts, ride orders ui India & abroad, are also under negotiation.

With aggressive marketing schemes to increase footfall, good number ofbooking for events and wit It an emphasis On increasing Food & Beverage sales, barring any unforeseen citcumstances, your com|any looks to the failure with confidence.

Fixed Deposits

Your Company lias no! accepted any deposits from the public.

Conservation of Energy

Although the operations of the company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels. Your Company is adopting various steps for the conservation of energy by adhering to strut norms it has prepared in ISO goer and ISO 14001 manuals. Your company is committed to maintain an eco-Friendly environment with in the park.

Your Company is producing vermi-compost and organic manure from the waste generated 111 the park and these are being used for its own horticulture and beautification of the park.

Foreign Exchange Earnings and Outgo

While there have been foreign visitors to the Park, no separate record is kept of earnings from them as they pay for the entry fees and other expenses in Indian Rupees. During the period under review no foreign exchange was received.

The total Foreign Exchange used during the financial year ended 31st March, 2014 was 7 53.90 lakhs on account of overseas travelling, exhibition, business promotion, subscription, and purchase of spares.

Corporate Social Renponsibililies

Your company is committed to preserve the nature, protect the environment, contribute to the economic development and ensure improvement in the quality of life of its employees and their families. Growing our business through sustainability is not only about our Operations and services. We are also committed to best practice in governance, to creating a jxjsitive working environment for employees and to being a responsible partner for our customers, suppliers, communities and oilier stakeholders.

We have aligned our organisations vision, mission, strategies and policies so as to bring about sustainable development of business & community and to grow and expand in harmony, fn the present would resources are scare and hence optimum utilisation resources are of utmost importance. A key feature of sustainable development is that if comprises three elements: Environment, Society attd Economy, All three, in no particular order, are balanced so that one doesn't destroy another.

Tire following CSR activities have been undertaken by your Company;-

1. Your Park has an Environmental Policy to develop a clean environment by minimizing adverse effects of I he1 various processes and activities, efficient and op (i mum use of resources and technology, etc. Your company has already obtained ISC 14001-joe)4 Environment Management systems certification from Det Norske Ventas {DNV|. West Bengal Pollution Co 11 h oi Board has declared Nicco Park as a plastic free zone

2. Your Company celebrates World Environment Day every year with many eco-friendly activities like tree plantation, etc.

3 Your Company has organized regular Pulse Polio Immunization programme with the initiative of Local Municipality inside the Park premises.

4. Your Company is associated with Blood Donation Camp organized hy PEOPLE'S Blood Bank and ESI.

5. Large numbers of orphans, destitute and physically challenged children are welcomed to visit the Park at a nominal cost through various philanthropic organizations such as Missionaries of Charity, Rotary Chib and various NGOs.

6. Yonr Company has taken initiatives on various corporate social activities and is the first Amusement Park in India to have obtained the SA 8000:300$, Social Accountability Certification from Det Norske Veritas (DNV).

Corporate Governance

Your Company is committed to strong corporate go vernal ice that oversees business strategies and ensures fiscal accountability, ethical corjiortite behavior and fairness lo all stakeholders, creates all the conditions necessary to foster sustainability. While we remain relevant to our customers, we acknowledge that uncompromising adherence to the norms of corporate governance underpins the current business climate.

A rejtort on Corporate Governance [itirsuaul to clause 49 of the Listing agreement forms part of the Annual report. A Corporate Governance Compliance Certificate issued by Mr. P. V, Subtamanian, Company secretaiy in Whole- time Practice also forms the part of Annual report. (AmteKure- III)

Directors

Oil the recommendations of the Nomination & Remuneration Committee of the Board of Directors of the Company, Mr. Abhifit Dntta was appointed as an Additional Director and designated as Managing Director & CEO, on the Board of Directors of the Coinjiany with effect from ist day of January, 3014. Mr. Dntta holds his office upto the date of the ensuing Annual General Meeting. The Company has received a separate Notice in writing along with requisite deposit, from a member of the Company signifying his intention to propose the appointment of Mr. Dntta as Managing Director & CEO at the forthcoming Annual General Meeting-

Mr. Dutta previously Executive Director & COO (Non-Board) was appointed as the Managing Director & CEO of the company with effect from ist day of January, 2014 for a period of 3 years (36 months) ending on the dose of the business hours on 31st December, 2016 on the terms and conditions mentioned in the Annexure to the Notice convening the 25th Annual General Meeting of the Ccmquaiiy.

A Mechanical Engineer by profession, Mr. Ablnjil Dutta, aged 59 years lias over 36 years of experience in the field of Project, Engineering, Operations, Marketing and Genera! Management as well as running of industry.

Mr. Dutta is also the Managing Director of Nicco Jubilee Park Limited, Jamshedpur, a joint venture between Nicco & Tata Steel. He is also on the Board of Directors ofNandan Park Emitted, Bangladesh arid Nicco Parks Leisure Projects Private Limited.

The particulars of Mr. A bln jit Dutta, which are recpiired to be disclosed pursuant to Clause 4ylV(G) of the Listing Agreement are mentioned in die Annexure to the Notice convening die 25th Annual General Meeting of the Company.

Accordingly, approval of the shareholders is being sought at the forthcoming Animal General Meeting for the appointment and payment of remuneration to Mr. Dutta as Managing Director & CEO.

Mr. Arijit Sengnpta, after almost r$ years of distinguished service with the Company completed his tenure as Managing Director & CEO of the Company effective, close of business hours on 31st December, 2013.

The Board of Directors of the Company placed on record their appreciation of the outstanding contributions made by Mr. Sengupta during his tenure as Managing Director fit CEO of the Company.

Tiie Companies Act, 2013 provides for appointment of Independent Directors. Sub-section (to) of Section 149 of the Companies Act, aui* {effective April f, 2014) provides that Independent Directors shall hold office for a term of live consecutive years on the Board of a company and shall lie eligible for re-appointment on passing a special resolution by the shareholders of the company.

Sub-sec I ion (11} slates that no Independent director shall be eligible for more than two consecutive terms of five years. Subsection (13) states that the provisions of retirement by rotation as defined in subset lions (Gj ft (7) of Section 152 shall not apply to such Independent Directors,

Accordingly, Mr, Sujil Poddar, Mr. Tapan Chalet, Mr. Anand Chatrath fit Mr. Sunil Mitra being eligible are proposed to be appointed as Non-Executive {Independent! Directors for a term of five consecutive years on the Board of Directors of the Company.

Ms, Paliavi P. Kaul. Director & Vice-Chairperson retire by rotation at the forthcoming Annual General Meeting and being eligible, seeks re-appoinment .

Directors' Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956 Your Directors hereby confirms that: -

i. in tlie preparation of the Annual Accounts, the applicable accounting standards have been followed:

ii. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and Fair view of tlte state of affairs of the cjbmpany at the year ended 31st March, 2014 and of the profit of the Company for that period:

iii. they have taken projter and sufficient care for the maintenance of adequate accounting records in accordance with the pro1visions of the Companies Act, 1956 for safeguarding the assets of die Company and for preventing and detecting fraud and oilier irregularities:

iv. they have prepared the annual accounts on a going concern basis

Particulars of Employees

Your Company has no employee of the category required to lie listed under Section 2i7(aA) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules. 197$, as amended, during the period under review.

Key Management Team

Your con l party has the following members as pari of their key management team. M r. Abb ijit Dulta, Managing Director & CEO, Mr. Rajesh Raisinghani, VP (O gyrations. Marketing and F&B), Mr, Pankaj Kumar Roy. GEO & A VP (Finance & Accounts] and Mr. Rahul Mitra, General Manager Si Comjsany Secretary.

Auditors

Your Company's Statutory Auditors, Messrs Singhi & Co., Chartered Accountants, Kolkata, hold office until conclusion of this forthcoming Annual General Meeting and are eligible for re-appointment and are recommended for re-appointment.

Hie Company lias received the consent/con ruination of the Messers Singhi & Co For iheir re-appoint merit as statutory auditors and a certificate from them t0 the effect that their re-appoinment , if made, would be til accordance with all the conditions prescribed under the Companies Acl, 2013 and Companies (Audit & Auditors) Rules, 2014, and that they are not disqualified for re-apfvamtmeiil.

Acknowledgement

The Direr tors are thankful to the mtsmbeis and investors for their confidence and continued support. Yom Board would like to thank the Management of the company and also thank the nominated Directors on the Board and the Major Shareholders for their complete support in smooth operations of your Company. Your Board is very grate hit to the Independent Directors for their valuable contributions All of them despite other business exigencies have shared their rich experience and knowledge with the management to take your Company Forward. Tire directors would like to express their gratitude for the support from ail the vendors.

Your Directors acknowledge with gratitude the co-operation and assistance received from Slate Government departments and other agencies during the period under review, viz.. West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, Allahabad Bank, Tourism Finance Corporation of India Limited and Bidhan Nagai Municipality.

The Dinec tor s won id also like to expresstheir sincere thanks and ap prec ia tion to all the e mploy ees and sta ff for their commendable teamwork, contribution and professionalism and wish them all the best for achieving many new miles!ones in the future.

On behalf of the Board of Directors NICCO PARKS & RESORTS LIMITED

Registered Office:

Theel Meel Sector IV, Salt Lake City, Sunil Milra Abliijit Dutta Kolkata -700106 Director Managing Director & CEO Date: May 13, 2014

Mar 31, 2013

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2013.

Financial Results & Appropriations

(Rs. ln Lakhs) Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Profit Before Interest And Depreciation 533 656

Less: Interest 45 37

Cash Profit 488 619

Less: Depreciation 151 122

Add: Extra - Ordinary Item 9

Profit Before Tax And Provision 346 497

Less: Provision For Tax 121 161

Profit After Tax 225 336

Add : Profit Brought Forward From Previous Year 906 672

1131 1008

Proposed Dividend On Equity Shares 70 70

Dividend Tax 12 12

Transfer To General Reserve 20 20

Net Surplus (After Appropriations) 1029 906

1131 1008

Payment of Dividend and Transfer to Reserve

Your Directors recommend a dividend of 15% on 4,68,00,000 equity shares amounting to Rs. 70.20 lakhs for the financial year ending 31.03.2013, maintaining the previous year''s rate of dividend, despite the drop in profits due to the unfortunate incident at water park in end August, 2012, resulting in full closure of Water Park and partial closure of Main Park for almost one & half-months post the incident.

An amount ofRs. 20 lakhs is being transferred to general reserve. The dividend recommended takes into consideration the need for conservation of internal fund requirement of your Company for future growth.

Management Discussion and Analysis

Management Discussion and Analysis report as required under the listing agreement with the Stock Exchanges is enclosed as Annexure A.

Operations

During the year under review Main Park and Water Park footfall put together was 14% less than that of last year. Overall footfall of the park including "Bowler''s Den", "Nicco Super Bowl" and "Other Recreation Facilities" was 15.17 L which was 10% less than previous year. This is mainly due to the unfortunate incident that took place during end August ''12 in Water Park wherein a group of teenaged boys disobeyed all verbal, written instructions/warnings and overpowered our security guards and operators to take one ride together and consequently, got injured at the Water Park in the premises of Nicco Park. This unfortunate incident resulted in loss of footfall in Water Park and Main Park due to full and partial closure, respectively, for almost one & half-months immediately after the incident. This in turn has led to the reduction of profitability.

Cumulative Per Capita Contribution was, however, about 6% and 2% better compared to last year in the Main Park and Water Park respectively.

Other Revenue Generation Areas i.e. ''Food & Beverages'', income from ''Other Recreation Facilities'', ''Branding & Sponsorship'' etc, has shown marginal growth. Rental & Merchandising income which had shown good improvement in 2011-12 dipped to some extent during this year due to less footfall.

Project Income was less as we did not have project orders in hand during beginning of the year, but during the year we received some orders which will be executed during 2013-14.

During this period your park successfully went through the Surveillance Audit of the latest version of ISO : 9001, ISO : 14001, OHSAS : 18001 and SA : 8000 and continues to hold all these valued certificates.

This year, your Company achieved a rare distinction of becoming India''s first Small Medium Business Enterprise to achieve CII EXIM Bank''s "Business Excellence" Prize/Award on European Foundation of Quality Management (EFQM) model.

Investments

Nandan Park Limited, Dhaka - Bangladesh

Nandan Park Ltd., Dhaka, Bangladesh the audited financial results show that they have made a profit of BDT 35.45 lakhs for the calendar and financial year 2011. The Results for the financial & calendar year ending 2012, is expected to be finalized shortly.

Nicco Jubilee Park Limited - Jamshedpur

This Park continues to be popular and is a major attraction for the localites and also for visitors of Jamshedpur. In the year under review the footfalls in the park were better than that of the previous year. The main impediment for the growth of this company continues to be increasing costs and the legacy of high rate of entertainment tax burden being carried over the years.

Nicco Parks Leisure Projects Private Limited

To support your company''s future growth and expansion through acquisitions, participation in future joint venture projects for amusement parks and waterparks, your company has floated this Special Purpose Vehicle (SPV).

Future Plans and Prospects

During the year your Company received Rs. 3 Crore worth of order for a ''River Cave'' dark ride and for few other small rides. A few consultancies, turnkey contracts, ride orders in India & abroad, are under negotiation.

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

Fixed Deposits

Your Company has not accepted any deposits from the public.

Conservation of Energy

Your Company maintains an eco-friendly environment and continuously works towards conservation of energy by adhering to strict norms it has prepared in ISO 9001 and ISO 14001 manuals. Your Company has carried out energy audit by an external consultancy firm and is under-taking various projects towards conservation and recycling of water.

Your Company is producing vermi-compost and organic manure from the waste generated in the park and these are being used for its own horticulture and beautification of the park.

For long-run sustainability your Company''s triple bottom line approach on economic, environmental and social returns had made the Company more environmental conscious and it is now committed towards minimizing its carbon foot-print and green house effects.

Business Excellence Award

In the year under review, yet another distinction was obtained by Nicco Park, to become the first Indian Amusement Park to achieve Business Excellence Award.

Confederation of Indian Industry (CII) the largest industry association in India collaborated with Export Import Bank of India (EXIM) and instituted "Business Excellence Award" in India during the year 1994 to recognize the best Corporates amongst all the industries in India. This CII-EXIM Bank Award is based on European Foundation of Quality Management (EFQM) model for which CII obtained the copy right from EFQM. EFQM Business Excellence challenge is based on 9 criteria consisting of various enablers and results involving people, process and performance.

So far in last 14 years only 7 Large Sector Companies qualified to get this highest recognition of award as "Role Model" amongst the entire industry. This award challenge with same criteria was also extended to Small Medium Business Enterprise (SMBE) 5 years back. Nicco Parks & Resorts Limited has become the first recipient (first amusement park in India) of one of the highest recognition of Prize/Award for the first time amongst all SMBE in India.

Foreign Exchange Earnings and Outgo

While there have been foreign visitors to the Park, no separate record is kept of earnings from them as they pay for the entry fees and other expenses in Indian Rupees. During the period under review Rs. 3.22 lakhs worth of foreign exchange was received against supply of components.

The total Foreign Exchange used during the financial year ended 31st March, 2013 was X 37.64 lakhs on account of overseas travelling, exhibition, business promotion, subscription, and purchase of spares.

Corporate Social Responsibilities

As part of the process of institutionalizing commitment towards economic, social and environmental factors, your Company takes pleasure in reporting the following activities undertaken as per Global Reporting initiatives guidelines:-

1. Your Park is environment friendly and due to its strict environment control measures it has already obtained ISO 14001- 2004 Environment Management systems certification. Every year Nicco Park observes World Environment Day with many eco-friendly activities. Your Park is making visitors aware by educating them for segregation of disposables of biodegradable and non-biodegradable nature of wastes into specific bins provided for the same. As a result of all these activities West Bengal Pollution Control Board has declared Nicco Park as a plastic free zone.

2. With the initiative of Local Municipality regular Pulse Polio immunization programme are conducted inside the Park premises.

3. Large numbers of orphans, destitute and physically challenged children are welcomed to visit the Park at a nominal cost through various philanthropic organizations such as Missionaries of Charity, Rotary Club and various NGOs.

4. Your Company has taken initiatives on various corporate social activities and is the first Amusement Park in India to have obtained the SA 8000 Certification.

Corporate Governance

The principles of good Corporate Governance through accountability and transparency have always been followed by your Company.

A separate report on Corporate Governance as prescribed by the Listing Agreements of the relevant Stock Exchanges along with a Certificate of Compliance issued by a Practising Company Secretary forms part of the Annual Report 2012-2013 (Annexure-B).

Directors

Mr. Sunil Mitra, was appointed as an Additional Director, Independent, Non-Executive on the Board of Directors of the Company with effect from 27th day of July, 2012. Mr. Mitra holds his office upto the date of the ensuing Annual General Meeting. The Company has received a separate Notice in writing under Section 257 of the Companies Act, 1956 alongwith requisite deposit, from a member of the Company signifying his intention to propose the appointment of Mr. Mitra as Director at the forthcoming Annual General Meeting.

The particulars of Mr. Sunil Mitra, which are required to be disclosed pursuant to Clause 49lV(G) of the Listing Agreement are mentioned in the Annexure to the Notice convening the 24th Annual General Meeting of the Company.

The Government of West Bengal, Department of Tourism, had vide its letter communicated of its nomination of Mr. Arnab Roy, Secretary, School Education Department, Government of West Bengal as Director on the Board of Directors of the Company. Accordingly, Mr. Arnab Roy was appointed as an Additional Director, Nominee of Government of West Bengal, Department of Tourism with effect from 22nd August, 2012. Mr. Roy holds his office upto the date of the ensuing Annual General Meeting. The Company has received a separate Notice in writing under Section 257 of the Companies Act, 1956 alongwith requisite deposit, from a member of the Company signifying his intention to propose the appointment of Mr. Roy as Director at the forthcoming Annual General Meeting.

The particulars of Mr. Arnab Roy, which are required to be disclosed pursuant to Clause 49lV(G) of the Listing Agreement are mentioned in the Annexure to the Notice convening the 24th Annual General Meeting of the Company.

West Bengal Tourism Development Corporation Limited (WBTDC) had communicated its withdrawal of nomination of Ms. Pritha Sarkar with effect from 23rd November, 2012, as Nominee Director on the Company''s Board of Directors due to transfer from the services of WBTDC. Your Directors place on record their appreciation of the valuable service rendered by Ms. Pritha Sarkar, during her tenure as Director with the Company.

Mr. Bhishmadeb Dasgupta, Managing Director, West Bengal Tourism Development Corporation Limited was appointed as an Additional Director, on 2nd February, 2013, as Nominee of West Bengal Tourism Development Corporation Limited. Mr. Dasgupta holds his office upto the date of the ensuing Annual General Meeting. The Company has received a separate Notice in writing under Section 257 of the Companies Act, 1956 alongwith requisite deposit, from a member of the Company signifying his intention to propose the appointment of Mr. Dasgupta as Director at the forthcoming Annual General Meeting.

The particulars of Mr. Bhishmadeb Dasgupta, which are required to be disclosed pursuant to Clause 49lV(G) of the Listing Agreement are mentioned in the Annexure to the Notice convening the 24th Annual General Meeting of the Company.

Mr. S.N. Menon & Mr. Rajive Kaul, Directors, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Directors'' Responsibility Statement Pursuant to Section 217 (2Aa) of the Companies Act, 1956

Your Directors hereby confirm that: -

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. they have selected such accounting policies and applied them consistently and made judgements 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 year ended 31st March, 2013 and of the profit of the Company for that period;

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

iv. They have prepared the annual accounts on a going concern basis.

Particulars of Employees

Your Company has no employee of the category required to be listed under Section 2i7(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, during the period under review.

Key Management Team

The company has the following members as part of their key management team. Mr. Arijit Sengupta, Managing Director & CEO, Mr. Abhijit Dutta, Executive Director & COO, Mr. Bijay Kumar Baksi, President & CFO and Mr. Rahul Mitra, General Manager & Company Secretary.

Auditors

Messrs Singhi & Co., Chartered Accountants, Kolkata, Statutory Auditors of your Company, hold office until conclusion of this forthcoming Annual General Meeting and are recommended for re-appointment.

Your Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(iB) of the Companies Act, 1956.

Acknowledgement

Your Directors acknowledge with gratitude the co-operation and assistance received from State Government departments and other agencies during the period under review, viz., West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, Allahabad Bank, Tourism Finance Corporation of India Limited and Bidhan Nagar Municipality.

Your Directors wish to thank the several organisations who have extended their support by way of sponsorships and promotions. Your Directors also take this opportunity to record their sincere appreciation of the efforts put in by all the employees and their commitment throughout this period.

Your Directors conclude this report by placing on record their gratitude to all the shareholders for their continued support.

On behalf of the Board of Directors

Registered Office : NICCO PARKS & RESORTS LIMITED

''Jheel Meel'',

Sector IV, Salt Lake City,

Kolkata - 700106 Arijit Sengupta Arnab Roy

Managing Director & CEO Director

Date: May 8, 2013

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Accounts of your Company for the financial year ended 31 st March 20i2.

Financial Results & Appropriations (Rs. in Lakhs)

Financial

Particulars Year ended 31.03.2012

Profit Before Interest and Depreciation 656

Less : Interest 37

Cash Profit 619

Less : Depreciation 122

Profit Before Tax and Provision 497

Less : Provision for Tax 161

Profit After Tax 336

Add : Profit Brought Forward from Previous Period 672

1008

Proposed Dividend on Equity Shares 70

Dividend Tax 12

Transfer to General Reserve 20

Surplus Carried Forward to Balance Sheet 906

1008

Payment of Dividend and Transfer to Reserve

Your Directors recommend an increase in dividend from 12% to 15% on 4,68,00,000 equity shares amounting to Rs. 70.20 lakhs for the financial year ending 3i.03.20i2.

An amount of Rs.20 lakhs has been transferred to general reserve. The dividend recommended takes into consideration the need for conservation of internal fund requirement of your Company for future growth.

Management Discussion and Analysis

Management Discussion and Analysis report as required under the listing agreement with the Stock Exchanges is enclosed as Annexure A.

Operations

During the year under review the main park footfall was similar to that of corresponding last year. Water park ('Wet-O-Wild, Beach Tropicana ) is steadily gaining popularity and its footfall has shown an increase of approximately 18%. Overall footfall of the park including 'Bowlers Den', 'Nicco Super Bowl' and 'other recreational facilities' was 16.67 lakhs which was marginally better than corresponding previous year.

Cumulative Per Capita Income was about 13% and 5% better compared to last year in the main park and the water park respectively.

Almost all other revenue generation areas i.e. Food & Beverages, Income from 'other recreational facilities', Branding & Sponsorships, Rental & Merchandising showed good improvement compared to same period of that of last year. Only the project income was less as we did not have adequate project orders in hand.

During this period your park also successfully went through a Surveillance Audit for the latest versions of ISO 9001, ISO 14001, OHSAS 18001 and SA 8000 and continues to hold all these four valuable certificates

Your Company was awarded the prestigious 'Corporate Excellence Award instituted by the Indian Chamber of Commerce (ICC) during the year 2011.

Investments

Nandan Park Limited, Dhaka - Bangladesh

Nandan Park Ltd., Dhaka, Bangladesh Financial results show that they have made a profit of BDT 29.54 lakhs for the calendar and financial year 2010 and the prospects for the financial & calendar year 2011 seem to be in line with that of the previous year.

Your Directors have decided to dilute a part of our equity share holding in Nandan Park Ltd, Bangladesh at a good margin. The modalities for dilution of our holding are being worked out and the matter is in an advanced stage.

Nicco Jubilee Park Limited - Jamshedpur

This Park continues to be popular and is a major attraction for the localities and also for visitors of Jamshedpur. Footfalls in the park continue to be similar to that of previous years. Low footfall with increasing costs and the legacy of high rate of entertainment tax burden being carried over the years are the main impediments for the growth of this company.

Nicco Parks Leisure Projects Private Limited

To support your company's future growth and expansion through acquisitions, participation in future joint venture projects for amusement parks and water parks, your company has floated this Special Purpose Vehicle (SPV).

Future Plans and Prospects

Many amusement park projects for turnkey contracts are in the advanced stage of discussion and negotiation and barring unforeseen circumstances, prospect of project business is good in the future.

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

Fixed Deposits

Your Company has not accepted any deposits from the public.

Conservation of Energy

Your Company maintains an eco-friendly environment and continuously works towards conservation of energy by adhering to strict norms it has prepared in ISO 9001 and ISO 14001 manuals. Your Company is under-taking various projects towards conservation and recycling of water.

Your Company started producing vermi-compost and organic manure from the waste generated in the park and these are being used for its own horticulture and beautification of the park.

Your Company's triple bottom line approach on economic, environmental and social returns had made the Company more environmental conscious and it is now committed towards minimizing its carbon foot-print and green house effects.

Foreign Exchange Earnings and Outgo

While there have been foreign visitors to the Park, no separate record is kept of earnings from them as they pay for the entry fees and other expenses in Indian Rupees. During the period under review Rs.2.22 lakhs foreign exchange was received from Nandan Park Limited, Bangladesh against supply of components.

The total Foreign Exchange used during the financial year ended 31st March, 2012 was Rs.30.14 lakhs on account of overseas travelling, exhibition, business promotion, subscription, and purchase of 'Sheroo' costume.

Corporate Social Responsibilities

As part of the process of institutionalizing commitment towards economic, social and environmental factors, your Company takes pleasure in reporting the following activities undertaken as per Global Reporting initiatives guidelines:-

1. Your Park is environment friendly and due to its strict environment control measures it has already obtained ISO 14001- 2004 Environment Management systems certification. Every year Nicco Park observes World Environment Day with many eco-friendly activities. Your Park is making visitors aware by educating them for segregation of disposables of biodegradable and non-biodegradable nature of wastes into specific bins provided for the same. As a result of all these activities West Bengal Pollution Control Board has declared Nicco Park as a plastic free zone.

2. With the initiative of Local Municipality regular Pulse Polio immunization programme are conducted inside the Park premises.

3. Large numbers of orphans, destitute and physically challenged children are welcomed to visit the Park at a nominal cost through various philanthropic organizations such as Missionaries of Charity, Rotary Club and various NGOs.

4. Your Company has taken initiatives on various corporate social activities and is the first Amusement Park in India to have obtained the SA 8000 Certification.

Corporate Governance

The principles of good Corporate Governance through accountability and transparency have always been followed by your Company.

A separate report on Corporate Governance as prescribed by the Listing Agreements of the relevant Stock Exchanges along with a Certificate of Compliance issued by a Practicing Company Secretary forms part of the Annual Report 2011-2012 (Annexure-

B).

Directors

During the year under review, West Bengal Tourism Development Corporation Limited (WBTDC) had communicated its withdrawal of nomination of Mr. T.V.N. Rao with effect from 25th October, 20ii, as Director on the Company's Board of Directors due to transfer from the services of WBTDC. Your Directors place on record their appreciation of the valuable service rendered by Mr. T.V.N. Rao, during his tenure as Director with the Company.

Ms. Pritha Sarkar, was appointed as an Additional Director on 25th October, 20ii, as Nominee of West Bengal Tourism Development Corporation Limited. Ms. Pritha Sarkar holds her office upto the date of the ensuing Annual General Meeting. The Company has received a separate Notice in writing under Section 257 of the Companies Act, 1956 along with requisite deposit, from a member of the Company signifying his intention to propose the appointment of Ms. Sarkar as Director at the forthcoming Annual General Meeting.

The particulars of Ms. Pritha Sarkar, which are required to be disclosed pursuant to Clause 49IV(G) of the Listing Agreement are mentioned in the Annexure to the Notice convening the 23rd Annual General Meeting of the Company.

Mr. Arijit Sengupta, was appointed as Managing Director & CEO with effect from ist day of April, 2010 till the close of 31st day of December, 2011. The current tenure of appointment of Mr. Arijit Sengupta, Managing Director & CEO expired on 31st December, 2011. On recommendation of the Remuneration Committee, the Board of Directors ('the Board') of the Company at its meeting held on 25th October, 2011 re-appointed Mr. Arijit Sengupta as the Managing Director & CEO of the Company for a further period of two years commencing from 1st day of January, 2012, till the close of the 31st day of December, 2013, subject to the approval of the Members pursuant to the relevant provisions of the Companies Act, 1956.

The particulars of Mr. Arijit Sengupta, which are required to be disclosed pursuant to Clause 49IV(G) of the Listing Agreement are mentioned in the Annexure to the Notice convening the 23rd Annual General Meeting of the Company. The approval of the shareholders is being sought for the said re-appointment and remuneration payable to Mr. Arijit Sengupta in terms of the applicable provisions of the Companies Act, 1956.

Mr. Anand Chatrath & Ms. Pallavi Priyadarshini Kaul, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Directors' Responsibility Statement Pursuant to Section 217 (2AA) of the Companies Act, 1956

Your Directors hereby confirm that : -

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year ended 31st March, 2012 and of the profit of the Company for that period;

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

iv. They have prepared the annual accounts on a going concern basis.

Particulars of Employees

Your Company has no employee of the category required to be listed under Section 2i7(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, during the period under review.

Key Management Team

The Company has the following members as part of their key management team. Mr. Arijit Sengupta, Managing Director & CEO, Mr. Bijay Kumar Baksi, CFO & Senior V.P. and Mr. Rahul Mitra, General Manager & Company Secretary.

Auditors

Messrs Singhi & Co., Chartered Accountants, Kolkata, Statutory Auditors of your Company, hold office until conclusion of this forthcoming Annual General Meeting and are recommended for re-appointment.

Your Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(iB) of the Companies Act, 1956.

Acknowledgement

Your Directors acknowledge with gratitude the co-operation and assistance received from State Government departments and other agencies during the period under review, viz., West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, Allahabad Bank, Tourism Finance Corporation of India Limited and Bidhan Nagar Municipality.

Your Directors wish to thank the several organizations who have extended their support by way of sponsorships and promotions. Your Directors also take this opportunity to record their sincere appreciation of the efforts put in by all the employees and their commitment throughout this period.

Your Directors conclude this report by placing on record their gratitude to all the shareholders for their continued support.

Registered Office : On behalf of the Board of Directors

'Jheel Meel', NICCO PARKS & RESORTS LIMITED

Sector IV, Salt Lake City,

Kolkata - 700 106 Pritha Sarkar Arijit Sengupta

Director Managing Director

& CEO

Date: May 9, 2012

Mar 31, 2011

For the six months financial year ended 31st March, 2011

The Directors had pleasure in presenting their Twenty Second Annual Report together with the Audited Accounts of your Company for the six months financial year ended 31st March 2011.

Financial Results & Appropriations (Rs. in Lacs)

Six months Financial Year ended

Year ended 31.03.2011 30.09.2010

(12 months)

Profit Before Interest And Depreciation 393 523

Less : Interest 11 32

Cash Profit 382 491

Less : Depreciation 59 135

Profit Before Tax And Provision 323 356

Less : Provision For Tax 111 120

Profit After Tax 212 236

Add : Profit Brought Forward From Previous Period 545 392

Add : Income Tax For Earlier Year 0 3

757 631

Proposed Dividend On Equity Shares 56 56

Dividend Tax 9 10

Transfer To General Reserve 20 20

Surpluss Carried Forward To Balance Sheet 672 545

757 631

Payment of Dividend and Transfer to Reserve

To move towards IFRS compliance, financial year of your Company was changed from "October-September" to "April - March". Accordingly, the 6 months financial year ended on 31st March 2011.

Your Directors recommended a dividend of 6% on 4,68,00,000 equity shares amounting to Rs. 28.08 L for the six month financial year ending 31.03.2011.

In addition, to celebrate the 20th anniversary of your Park Operations, your Directors recommended declaration of an additional dividend of 6% thus making it a total of 12% dividend on 4,68,00,000 equity shares amounting to Rs. 56.16 L for this truncated six months financial year.

An amount of Rs. 20 L is being transferred to general reserve. The dividend recommended takes into consideration the need for conservation of internal fund requirement of your Company for future growth.

Management Discussion And Analysis

Management Discussion and Analysis report as required under the listing agreement with the Stock Exchanges is enclosed as Annexure A.

Operations

During the six months financial year under review the footfall had increased by approx 4% compared to that of the same period last year. The existing dry park footfall showed marginal increase. The Water park footfall showed on increasing trend during last six months, although it was off season for Water Park and has shown an increase of almost 13%.

Per Capita Income showed improvement to the tune of 18% and 8% in the main park and water park respectively and this coupled with increased footfalls has resulted in better profits. Almost all the revenue generation areas e.g. Events, Food & Beverages, Projects, Branding and Merchandising also showed improvement compared to same period of that of last year.

The Loyalty Fun Ticket introduced by your Company a few years ago continues to be popular and your Company now has approx 13000 live ticketholders enrolled as on date. Efforts are on to increase it further.

After modification and expansion of Bowlers Den - the Restaurant & Bar sales have improved.

During the year your Company successfully completed the Mandarmoni Water Park project and it was formally inaugurated in the month of January 2011. Your Directors are pleased to inform you that your Company has received an order for overall consultancy for water park and supply of equipments for a wave pool from INTRACO, Bangladesh, for their proposed water park project in Coxs Bazar, Chittagong.

During this period your park also successfully went through a Surveillance audit for the latest versions of ISO 9001, ISO 14001, OHSAS 18001 and SA 8000 and continues to hold all these four valuable certificates.

Your Directors are happy to announce that your Company obtained one of Indias most prestigious award "Significant Achievement on the journey towards Business Excellence" from "CII EXIM Bank" in the Small Medium Enterprise sector. Yours is the first amusement park in India to have received this distinction.

Investments

Nandan Park Limited, Dhaka - Bangladesh

Nandan Park Ltd., Dhaka, Bangladesh in their recent Board meeting decided to expand with a few novelty rides like River Cave, Cyclone - Roller Coaster and Haunted House which they would procure from your Company next year, subject to availability of bank finance, which they are in the process of raising.

In order to en-cash profit, your Directors have decided to sell part of its shares in Nandan Park.

Nicco Jubilee Park Limited - Jamshedpur

This Park continues to be popular and is a major attraction for the localites and also for visitors of Jamshedpur. Footfall in the park declined last year due to disturbance and social unrest prevailing in Jamshedpur and in the vicinity of Jharkhand.

Future Plans and Prospects

In order to improve the liquidity of Companys shares in the Stock Market and to make it affordable to the small investors, your Companys equity shares have been sub-divided from Rs. 10/- each into equity shares of Rs. 1/- each. As a result, market transaction of your Companys equity shares have gone up resulting in better market capitalisation of your Company.

The Water Park footfall was showing increase in trend and with the addition of a new inflatable Water Slide bought from California, we expect to get better footfall in Water Park during the peak summer season next year.

Many amusement park projects for turnkey contracts are in advanced stage of discussion and negotiation and therefore prospect of project business is good in the future.

With aggressive marketing schemes, better per capita income, good number of booking for events and with an emphasis on increasing F&B sales, barring any unforeseen circumstances, your Company looks to the future with confidence.

Fixed Deposits

Your Company has not accepted any deposits from the public.

Conservation of Energy

Your Company maintains eco-friendly environment and continuously works towards conservation of energy by adhering to strict norms it has prepared in ISO 9001 and ISO 14001 manuals. Your Company is under-taking various projects towards conservation and recycling of water.

Your Company started producing vermi-compost and organic manure from the waste generated in the park and these are being used for its own horticulture and beautification of the park.

Your Companys triple bottom line approach on economic, environmental and social returns had made the Company more environmental conscious and it is now committed towards minimizing its Carbon foot-print and green house effects.

Foreign Exchange Earnings and Outgo

While there have been foreign visitors to the Park, no separate record is kept of earnings from them as they pay for the entry fees and other expenses in Indian Rupees. During the period under review no foreign exchange was received by the Company.

The total Foreign Exchange used during the six months financial year ended 31st March, 2011 was Rs. 31.94 L on account of overseas travelling, exhibition, business promotion, professional fees, subscription, purchase of ride and dresses for the cartoon characters.

Corporate Social Responsibilities

As part of the process of institutionalizing commitment towards economic, social and environmental factors, your Company takes pleasure in reporting the following activities undertaken as per Global Reporting initiatives guidelines:-

1. Your Park is environment friendly and due to its strict environment control measures it has already obtained ISO 14001- 2004 Environment Management systems certification. Every year Nicco Park observes World Environment Day with many eco-friendly activities. Your Park is making visitors aware by educating them for segregation of disposables of biodegradable and non-biodegradable nature of wastes into specific bins provided for the same. As a result of all these activities West Bengal Pollution Control Board has declared Nicco Park as a plastic free zone.

2. With the initiative of Local Municipality regular Pulse Polio immunization programme are conducted inside the Park premises.

3. Large numbers of orphans, destitute and physically challenged children are welcomed to visit the Park at a nominal cost through various philanthropic organizations such as Missionaries of Charity, Rotary Club and various NGOs.

4. Your Company has taken initiatives on various corporate social activities and is the first Amusement Park in India to have obtained the SA 8000 Certification.

Corporate Governance

The principles of good Corporate Governance through accountability and transparency have always been followed by your Company.

A separate report on Corporate Governance as prescribed by the Listing Agreements of the relevant Stock Exchanges along with a Certificate of Compliance issued by a Practising Company Secretary forms part of the Annual Report 2010-2011 (Annexure-B).

Directors

Mr. Sujit Poddar, Mr. Tapan Chaki and Mr. Arijit Sengupta retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Directors Responsibility Statement Pursuant To Section 217 (2AA) Of The Companies Act, 1956

Your Directors hereby confirm that : -

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. they have selected such accounting policies and applied them consistently and made judgements 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 six months financial year ended 31st March, 2011 and of the profit of the Company for that period;

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

iv. They have prepared the annual accounts on a going concern basis.

Particulars of Employees

Your Company has no employee of the category required to be listed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, during the period under review.

Auditors

Messrs Singhi & Co., Chartered Accountants, Kolkata, Statutory Auditors of your Company, hold office until conclusion of this forthcoming Annual General Meeting and are recommended for re-appointment.

Your Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Acknowledgement

Your Directors acknowledge with gratitude the co-operation and assistance received from State Government departments and other agencies during the period under review, viz., West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, Allahabad Bank, Tourism Finance Corporation of India Limited and Bidhan Nagar Municipality.

Your Directors wish to thank the several organisations who have extended their support by way of sponsorships and promotions. Your Directors also take this opportunity to record their sincere appreciation of the efforts put in by all the employees and their commitment throughout this period.

Your Directors conclude this report by placing on record their gratitude to all the shareholders for their continued support.

Registered Office : On behalf of the Board of Directors

Jheel Meel, NICCO PARKS & RESORTS LIMITED

Sector IV, Salt Lake City,

Kolkata - 700 106 S.N. MENON

Date : May 03, 2011 CHAIRMAN

Sep 30, 2010

The Directors have pleasure in presenting their Twenty First Annual Report together with the Audited Accounts of your Company for the year ended 30th September, 2010.

Financial Results & Appropriations (Rs. in Lacs) Year ended Year ended 30.09.2010 30.09.2009

Profit before Interest and Depreciation 523 432 Less : Interest 32 46 Cash Profit 491 386 Less : Depreciation 135 140 Profit before Tax & Provision 556 246 Add : Write back of Provision for diminution in value of long term investment - 45 : Profit on Sale of Long Term Trade Investment - 14 Less : Provision for Tax 120 92 Profit after Tax 236 213 Add : Profit brought forward from previous year 392 265 Add : Income Tax for earlier year 3 - 631 478 Proposed Dividend on Equity Shares @ 12% 16 56 Dividend Tax 10 10 Transfer to General Reserve 20 20 Surplus carried forward to Balance Sheet 545 392 631 478

Payment of Divident and Transfer to Reserve

Your Directors recommend a dividend of 12% on 46,80,000 equity shares amounting to Rs. 56.16 lac. An amount of Rs. 20 lac is being transferred to General Reserve. The dividend recommended takes into consideration the need for conservation of internal fund generation required for your Companys long term growth.

Sub-Division of Share Capital

Your Company considers sub-division of its Equity Shares of the existing nominal value of Rs. 10 each into Equity Shares of Re. 1 each subject to approval of the members in the annual general meeting.

Change of Financial Year

To move towards IFRS compliance, your Directors have decided to change the financial year of your Company from "October - September" to "April - March". Accordingly, the next financial year will be a truncated six months period from 1st October, 2010 to 31st March, 2011.

Management Discussion and Analysis

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is enclosed as Annexure - A.

Operations

During the year under review, the footfall at Main Park was about 6% higher and at Water Park it was almost 15% higher than that of the last year.

Per capita income in Dry Park and Water Park had also been about 5% higher compared to previous year.

Marketing and F& B Department exceeded income in all revenue generating areas such as events, branding, F & B, rental and merchandising compared to the previous year.

Your Companys Project Sales this year is Rs. 522 L compared to previous years Rs. 366 L.

All these factors have resulted in increase in profit of your Company and both EPS and PAT of your Company increased over 10%.

Your Company successfully went through Surveillance Audit for the ISO : 9001, Quality Management System, ISO : 14001, Environment Management System and OHSAS : 18001, Safety Management System and SA 8000 Social Accountability Certificates and thus continues to hold these four valuable qualifications.

Investments

Nandan Park Limited, Dhaka - Bangladesh

Nandan Park, Dhaka, Bangladesh registered a better footfall and PBT. Their Board of Directors are now planning for further investment in expansion of the Company by adding new rides. In order to encash profit, your Directors decided to sell part of its shares in Nandan Park.

Nicco Jubilee Park Limited - Jamshedpur

This park continued to be popular and is a major attraction for the localites and also for visitors of Jamshedpur. The Park continues to generate cash profit. But the high rate of Entertainment Tax, imposed by the State Government, which its management has taken up suitably with the appropriate authority, is the main impediment for growth of this company.

Future Plans and Prospects

Many amusement park projects for turnkey contracts are in advanced stage of discussion and negotiation and therefore prospect of project business is good in the future.

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

Your Company considers sub-division of its Equity Shares of the existing nominal value of Rs. 10 each into Equity Shares of such smaller amount as may be decided by the Board subject to approval of the members in general meeting.

Fixed Deposits

Your Company has not accepted any deposits from the public.

Conservation of Energy

Your Company maintains eco-friendly environment and continuously works towards conservation of energy by adhering to strict norms it has prepared in ISO 9001 and ISO 14001 manuals. Your Company is under-taking various projects towards conservation and recycling of water.

Your Company started producing vermi-compost and organic manure from the waste generated in the Park and these are being used for its own horticulture and beautification of the Park.

Your Companys triple bottom line approach on economic, environmental and social returns had made the company more environmental conscious and it has now committed towards minimizing its Carbon foot-print and green house effects.

Foreign Exchange Earnings and Outgo

While there have been foreign visitors to the Park, no separate record is kept of earnings from them as they pay for the entry fees and other expenses in Indian Rupees. During the period under review an amount of Rs. 2.91 L has been received from Intraco Group, Bangladesh as advance against preparation of project report.

The total Foreign Exchange used during the year was Rs. 32.99 L on account of overseas travelling, exhibition, business promotion, professional fees, subscription, purchase of ride and dresses for the cartoon characters, etc.

Corporate Social Responsibilities

As part of the process of institutionalizing commitment towards economic, social and environmental factors, your Company takes pleasure in reporting the following activities undertaken by them as per Global Reporting initiatives guidelines:-

1. Your Park is environment friendly and due to its strict environment control measures it has already obtained ISO 14001- 2004 Environment Management systems certification. Every year Nicco Park observes World Environment Day with many eco-friendly activities. Your Park is making visitors aware by educating them for segregation of disposables of biodegradable and non-biodegradable nature of wastes into specific bins provided for the same. As a result of all these activities West Bengal Pollution Control Board has declared Nicco Park as a plastic free zone.

2. With the initiative of Local Municipality regular Pulse Polio immunization programmes are conducted inside the Park premises.

3. Large numbers of orphans, destitute and physically challenged children visit the Park at a nominal cost through various philanthropic organizations such as Missionaries of Charity, Rotary Club and Cini Asha.

4. Your Company has taken initiatives on various corporate social activities and is the first Amusement Park in India to have obtained the SA 8000 Certification.

Corporate Governance

The principles of good Corporate Governance through accountability and transparency have always been followed by your Company.

A separate report on Corporate Governance as prescribed by the Listing Agreements of the relevant Stock Exchanges along with a Certificate of Compliance issued by a Practising Company Secretary forms part of the Annual Report 2009-2010 (Annexure-B).

Directors

Mr. S. N. Menon, Mr. T. V. N. Rao and Mr. Rajive Kaul retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Your Directors hereby confirm that: -

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year ended 30th September, 2010 and of the profit of the Company for that period;

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

iv. they have prepared the annual accounts on a going concern basis.

Particulars of Employees

Your Company has no employee of the category required to be listed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, during the period under review.

Auditors

Messrs Singhi & Co., Chartered Accountants, Kolkata, Statutory Auditors of your Company, hold office until conclusion of this forthcoming Annual General Meeting and are recommended for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(16) of the Companies Act, 1956.

Acknowledgement

Your Directors acknowledge with gratitude the co-operation and assistance received from State Government departments and other agencies during the period under review, viz., West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, Allahabad Bank, Tourism Finance Corporation of India Limited and Bidhan Nagar Municipality.

Your Directors wish to thank the several organisations who have extended their support by way of sponsorships and promotions. Your Directors also take this opportunity to record their sincere appreciation of the efforts put in by all the employees and their commitment throughout this period.

Your Directors conclude this report by placing on record their gratitude to all the shareholders for their continued support.

Registered Office : On behalf of the Board of Directors

Jheel Meel, NICCO PARKS & RESORTS LIMITED Sector IV, Salt Lake City, Kolkata - 700 106

S.N. MENON Date: December 04, 2010 CHAIRMAN

Sep 30, 2009

For the year ended 30th September, 2009

The Directors have pleasure in presenting their Twentieth Annual Report together with the Audited Accounts of your Company for the year ended 30th September, 2009. Financial Results & Appropriations (Rs. in Lacs)

Year ended Year ended 30.09.2009 30.09.2008

Profit before Interest and Depreciation 432 410

Less: Interest 46 61

Cash Profit 386 349

Less: Depreciation 140 145

Profit before Tax & Provision 246 204

Add: Write back of Provision for diminution in value of long term investment 45

Add: Profit on Sale of Long Term Trade Investment 14

Less : Provision for Tax 92 76

Profit after Tax 213 128

Add: Profit brought forward from previous year 265 223

478 351

Proposed Dividend on Equity Shares @ 12% 56 56

Dividend Tax 10 10

Transfer to General Reserve 20 20

Surplus carried forward to Balance Sheet 392 265

Payment of Dividend and Transfer to Reserve

Your Directors recommend a dividend of 12% on 46,80,000 equity shares amounting to Rs. 56.16 lac. An amount of Rs. 20.00 lac is being transferred to General Reserve. The dividend recommended takes into consideration the need for conservation of internal fund generation required for your Companys long term growth.

Management Discussion and Analysis

Management Discussion and Analysis Report as required under the listing Agreement with the Stock Exchanges is enclosed as Annexure - A.

Operations

During the year under review, the footfall at Dry Park was 7% higher compared to the previous year. The footfall at Water Park was almost similar to that of the last year in spite of its closure for almost one month due to maintenance and erection of a new ride.

Per capita income in Dry Park had been about 12% higher compared to last year and the per capita income of the Water Park was almost 18% higher compared to last year.

The Cumulative Sponsorship income was 88 L which was marginally better than last years achievement. Your Company has now become the most popular venue for the Dandia event. This year it had drawn a crowd of over 35000 during 4 days of this event. The total event income for the full year is Rs. 186 L which was again better than previous years actual of Rs. 155 L. F&B turnover is 336 L which was much better than previous years 282 L.

The loyalty Annual Fun Tickets continues to be a popular scheme and your Company had approximately 15400 live ticket-holders against this scheme as at end of this financial year.

Your Companys Project Sales this year is Rs. 362 L compared to previous years Rs. 416 L. However, the percentage margin achieved was better. Projects completed this year were a composite Dry-cum-Water Park and one Water Park in Agartala and a small park in Barasat. Another Park being executed by us in Siliguri will also be completed in a few months. For these orders your company extended overall consultancy and supplied all rides and attractions. Your company has also just received another order for a Water Park in Mandarmoni on a turn key contract basis at Rs. 700 L.

All these factors have resulted in increase in profit of your Company and both EPS and PAT of your Company had gone up by almost 30%.

Your Company successfully went through Surveillance audit for the ISO : 9001, Quality Management System, ISO : 14001, Environment Management System and OHSAS : 18001, Safety Management System certifications and thus continues to hold these three valuable qualifications.

Your Company is conscious about its corporate social responsibility. You will be happy to learn that your Company has been successful in obtaining Social Accountability Certification - SA: 8000 from a renowned European certifying authority. This is yet another "First" for any company in our area operating in India.

Investments

Nandan Park Limited, Dhaka - Bangladesh

Nandan Park, Dhaka, Bangladesh registered a better footfall and almost 30% increase in turn over this year compared to poor performance of previous year which had happened due to general unrest in Bangladesh. However, due to global economic down trend their Board of Directors is cautious for further investment in expansion of the company at this stage.

Nicco Jubilee Park Limited - Jamshedpur

This park continued to be popular and is a major attraction for the localites and also for visitors of Jamshedpur. To add novelty, the park, has conducted various events and added a few small games this year. The park has introduced packaged ticket this year, which has increased its per capita income. But the high rate of Entertainment Tax, imposed by the State Government, which its management has taken up suitably with the appropriate authority, is the main impediment for growth of this company.

BDA City Centre Limited (Formerly BDA-Nicco Parks & Resorts Limited) - Bhubaneswar

Your Company has divested its shareholdings in full in the Company, proportionately to BDA and Suntech City (P) Ltd.

Future Plans and Prospects

With a healthy level of project orders on hand, aggressive marketing schemes, good number of booking for events and with an emphasis on increasing F&B sales and thus barring any unforeseen circumstances your company looks to the future with confidence.

Fixed Deposits

Your Company has not accepted any deposits from the public.

Conservation of Energy

Your company maintains eco-friendly environment and continuously works towards conservation of energy by adhering to strict norms it has prepared in ISO 9001 and ISO 14001 manuals. Your company is undertaking various projects towards conservation and recycling of water.

Your company started producing vermicompost and organic manure from the waste generated in the park and these are being used for its own horticulture and beautification of the park.

Your companys triple bottom line approach on economic, environmental and social returns had made the company more environmental conscious and it has now committed towards minimizing its Carbon foot-print and green house effects.

Foreign Exchange Earnings and Outgo

While there have been foreign visitors to the Park, no separate record is kept of earnings from them as they pay for the entry fees and other expenses in Indian Rupees. During the period under review an amount of Rs. 6.14 L has been received from Marina Park, Mymensing, Bangladesh and Nandan Park, Dhaka, Bangladesh as advance against preparation of project report and royalties.

The total Foreign Exchange used during the year was Rs. 21.98 L on account of overseas travelling, exhibition, business promotion, professional fees, subscription etc.

Corporate Social Responsibilities

As part of the process of institutionalizing commitment towards economic, social and environmental factors, your Company takes pleasure in reporting the following activities undertaken by them as per Global Reporting initiatives guidelines:-

1. Your park is environment friendly and due to its strict environment control measures it has already obtained 180:14001:2004 Environment Management systems certification. Every year Nicco Park observes World Environment Day with many eco-friendly activities. Your park is making visitors aware by educating them for segregation of disposables of biodegradable and non- biodegradable nature of wastes into specific bins provided for the same. As a result of all these activities West Bengal Pollution Control Board has declared Nicco Park as a "plastic free zone".

2. With the initiative of Local Municipality regular Pulse Polio immunization programmes are conducted inside the park premises.

3. Large numbers of orphans, destitute and physically challenged children visit the park at a nominal cost through various philanthropic organizations such as Missionaries of Charity, Rotary Club and Cini Asha.

4. Your Company has taken initiatives on various corporate social activities and is the first Amusement Park in India to have obtained the SA : 8000 Certification.

Corporate Governance

The principles of good Corporate Governance through accountability and transparency have always been followed by your Company.

A separate report on Corporate Governance as prescribed by the Listing Agreements of the relevant Stock Exchanges along with a Certificate of Compliance issued by a Practising Company Secretary forms part of the Annual Report 2008-2009 (Annexure-B).

Directors

Ms. Nandini Chakravorty, a nominee of West Bengal Industrial Development Corporation Limited resigned from her Directorship with effect from 25th May, 2009. Your Directors place on record their appreciation of the valuable services rendered by Ms. Nandini Chakravorty, during her tenure as the Director of the Company.

Mr. Arijit Sengupta, Mr. Anand Chatrath and Ms. Pallavi P. Kaul retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Directors Responsibility Statement Pursuant to Section 217 (2AA) of the Companies Act, 1956

Your Directors hereby confirm that: -

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year ended 30th September, 2009 and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

Particulars of Employees

Your Company has no employee of the category required to be listed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, during the period under review.

Auditors

The Companys Auditors, Messrs Price Waterhouse, Chartered Accountants, Kolkata, who retire at the ensuing Annual General Meeting (AGM), have expressed their unwillingness to offer themselves for re-appointment as Auditors of the Company. Therefore, your Board, on the advice of the Audit Committee, has recommended the appointment of Messrs. Singhi & Co., Chartered Accountants, Kolkata, as Auditors of the Company from the conclusion of the ensuing AGM.

Messrs. Singhi & Co. have confirmed their eligibility under Section 224 of the Companies Act, 1956 for appointment as Auditors of the Company. Appropriate resolution seeking your approval to their appointment is appearing in the Notice convening the 20* AGM of the Company.

Acknowledgement

Your Directors acknowledge with gratitude the co-operation and assistance received from State Government departments and other agencies during the period under review, viz., West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, Allahabad Bank, Tourism Finance Corporation of India Limited and Bidhan Nagar Municipality.

Your Directors wish to thank the several organisations who have extended their support by way of sponsorships and promotions. Your Directors also take this opportunity to record their sincere appreciation of the efforts put in by all the employees and their commitment throughout this period.

Your Directors conclude this report by placing on record their gratitude to all the shareholders for their continued support.

Registered Office : On behalf of the Board of Directors

JheelMeel, NICCO PARKS & RESORTS LIMITED

Sector IV, Salt Lake City,

Kolkata - 700 106

S. N. MENON

Date: October 26, 2000 Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article