Directors Report of Nicco Parks & Resorts Ltd.

Mar 31, 2025

The Board of Directors of Nicco Parks & Resorts Limited are pleased to present the Director’s Report and the Audited Financial Statements
of the Company for the financial year ended 31st March 2025. This report provides an overview of the Company’s operations, financial
performance and key developments during the year.

Standalone & Consolidated Financial Results ('' in Lakhs)

PARTICULARS	Year ended	Year ended	Year ended	Year ended
	31.03.2025 (Standalone)	31.03.2024 (Standalone)	31.03.2025 (Consolidated)	31.03.2024 (Consolidated)
Profit/Loss Before Interest, Depreciation & Exceptional Items	2633	3136	2633	3136
Less : Finance Cost	3	-	3	-
Profit/Loss before Depreciation & Exceptional Items	2630	3136	2630	3136
Less : Depreciation & Amortisation Expenses	(239)	(260)	(239)	(260)
Profit/Loss before Share of Profit of Associates, Exceptional Items & Tax	239i	2876	2391	2876
Add : Share of Profit of Associates	-	-	43°	503
Profit/Loss before Exceptional items & Tax	2391	2876	2821	3379
Add: Exceptional items	81	0	81	0
Profit/Loss before Tax	2472	2876	2902	3379
Tax Expenses/ (Credit) Less: Deferred Tax	597	788	659	903
Profit/Loss for the Year	i875	2088	2243	2476
Add: Balance of Retained Earnings Brought Forward from Previous Year	6i47	4887	7741	6092
Less: Other Comprehensive Income (OCI)	(8)	(l26)	(8)	(l25)
Net Surplus (Before Appropriations)	8014	6849	9976	00
Appropriations:
Less: Transfer to General Reserve	-	-	-	-
Less: Payment of Interim Dividends	(608)	(702)	(608)	(702)
Less: Payment of Final Dividend	-	-	-	-
Balance of Retained Earnings	7406	6147	9368	774i

State of Company Affairs as on March 31, 2025

During the financial year 2024-25, the Company recorded a 12.74% decline in visitor footfalls, with attendance reducing from 12.24 lakh
in 2023-24 to 10.68 lakh. This moderation primarily reflects a return to pre-COVID operating levels after the exceptional surge in leisure
demand seen immediately following the pandemic. Similar trends have been reported by leading amusement and theme parks across India
and internationally, as the sector experiences a natural phase of normalisation after two years of unusually high growth.

On the financial front, the Company delivered a Standalone Profit Before Tax (PBT) of ''2,472 lakh (as against ''2,876 lakh in the Fy 2023¬
2024) and a Standalone Profit After Tax (PAT) of ''1,875 lakh (as against ''2,087 lakh in the Fy 2023-2024). On a consolidated basis, PAT
stood at ''2,244 lakh. The decline in profitability was primarily driven by softer park revenues and additional provisioning for lease renewal.
However, it is noteworthy that the fall in profits was proportionately lower than the drop in footfalls, underscoring the Company’s resilience
and ability to protect margins through prudent cost management, operational efficiencies, and stronger contributions from ancillary segments
such as food & beverage, retail, and events.

To address the moderation in attendance, the Board has adopted a dual strategy: first, stimulating demand through aggressive digital and
promotional campaigns; and second, expanding the attraction base to refresh the visitor experience. A world-class ‘Steel Rollercoaster’ is
scheduled to debut in the winter of FY 2025-26, followed by the launch of a ‘Snow Park’ in the summer of FY 2025-26. These marquee
attractions are expected to re-ignite visitor excitement, broaden the guest profile, and provide sustained momentum for long-term growth.

The Company’s consolidated performance was further supported by healthy contributions from its Associate and Joint Venture, with the
share of profits amounting to ''430 lakh. In addition, an exceptional gain of ''81 lakh from the reversal of impairment against investments in
an associate (Nicco Jubilee Park Limited) provided an uplift to overall earnings.

Operationally, the Company continued to optimise its business mix. Park Operations contributed ''6,093 lakh, Food & Beverage and other
recreational facilities contributed ''1,191 lakh and Consultancy, Contracts & Ride Sales contributed ''218 lakh to revenues. This diversified
revenue model cushioned overall performance, reaffirming the Company’s strategic emphasis on sustainable growth.

The balance sheet remained robust, with Net Worth rising to ''8,533 lakh on a standalone basis and ''10,719 lakh on a consolidated basis
as at March 31, 2025. Cash flows from operations stood at a healthy ''1,600 lakh, reflecting the inherent strength of the business model.
In recognition of this performance and to maintain its commitment to shareholder returns, the Board of Directors declared four interim
dividends aggregating to 120% (''1.20 per share) during the year.

To further elevate the entertainment quotient, the Company also introduced a series of new attractions during FY 2024-25. On April 7, 2024,
two thrilling water slides - “Aqua Drop” and “Aqua Curl” - were inaugurated at the Water Park. Aqua Drop, designed for adrenaline seekers,
offers a vertical plunge into a high-speed descent, while Aqua Curl, with its twists and turns, provides a safe yet exciting ride for younger
visitors. These were complemented by the launch of the “Crazy River” on March 10, 2025, enhancing the aquatic adventure offering.

Among the most notable additions during the year was the “Spider Wheel”, introduced at the Dry Park on January 3, 2025. Perched elegantly
above the iconic ‘Lakeside Restaurant’, this attraction is not only a family-friendly thrill ride but also offers guests serene and panoramic
views of the entire park. Its distinctive location makes it a truly one-of-a-kind experience, blending excitement with breathtaking scenery.
The Spider Wheel has quickly established itself as a centrepiece attraction and is widely regarded as one of the most beautiful vantage points
within the park, enhancing both the leisure and visual appeal for visitors of all age groups.

Overall, FY 2024-25 reflects the Company’s ability to balance profitability with prudent financial discipline, even amid sector-wide demand
normalisation. With continued focus on visitor engagement, cost efficiency, ancillary revenue growth, and the introduction of landmark attractions,
the Company remains well positioned to sustain strong financial performance and deliver long-term value creation for shareholders.

Dividend & Transfer to Reserves

The Board of Directors declared and paid four interim dividends during the financial year 2024-2025. These dividends were distributed at
rates of 35% (0.35 paise per share of face value Rs. 1), 20% (0.20 paise per share of face value Rs. 1), 25% (0.25 paise per share of face value
Rs. 1), and 40% (0.40 paise per share of face value Rs. 1) for the first, second, third, and fourth quarters, at its meetings held on 9th August,
2024, 14th November, 2024, 10th February, 2025 and 27th May, 2025, respectively.

The four interim dividends for the financial year March 31, 2025, aggregates to 120% per equity share (Re 1.20 on an Equity share of par value
of Re. 1 each). The payout towards the Interim Dividends for the Financial Year 2024-2025, aggregates to Rs. 5,61,60,000.

During the year under review no amounts were transferred to Reserves.

Consolidation of Financial Statements

In compliance with Section 129(3) of the Companies Act, 2013, read along with Rule 5 of the Companies (Accounts) Rules, 2014, and
IND-AS, we have prepared Consolidated Financial Statements in addition to the Standalone Financial Statements. These Consolidated
Financial Statements include all our associate companies—Nicco Jubilee Park Limited, Nicco Parks Leisure Projects Private Limited and
Nicco Engineering Services Limited—and form an integral part of this Annual Report. Additionally, a separate statement in Form AOC-1,
highlighting the key features of the financial statements of these Associate Companies, has been prepared in accordance with Rule 5 of the
Companies (Accounts) Rules, 20T4, and is included within the Financial Statement section.

Board of Directors

1. Composition of the Board

During the year under review, the composition of the Company’s Board of Directors was not fully in conformity with Clause i7(i)(b) of the
SEBI Listing Regulations, read with Explanation (ii) thereunder, owing to the absence of the requisite number of Independent Directors
during the period from iith August, 2024 to 31st March, 2025. Except for this temporary non-conformity, the Board complied with the
provisions of the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and the Articles of
Association of the Company.

As on March 31, 2025, the Board comprised seven Directors, of whom six were Non-Executive Directors and one was an Executive
Director. The Chairperson of the Board represents the Government of West Bengal, Department of Tourism, and is joined by two
nominee Directors from the West Bengal Industrial Development Corporation Ltd. (WBIDC) and the West Bengal Tourism Development
Corporation Ltd. (WBTDCL). The Managing Director & CEO serves as the sole Executive Director. The Board also included three
Independent Directors, one of whom is a woman Independent Director, thereby reinforcing the principles of diversity and governance.

The Board is well-structured, bringing together a broad spectrum of expertise, knowledge, and experience in areas such as business,
industry, finance, law, and administration, ensuring alignment with the Company’s strategic direction and operational needs.

The details of the attendance of the directors in the meetings held during the Financial year 2024-2025 are mentioned hereinbelow:-

SL.	NAMES OF DIRECTORS	MEETINGS OF THE BOARD OF DIRECTORS
No		03.05.2024	09.08.2024	14.11.2024	10.02.2025	12.03.2025
1.	Ms. Nandini Charkravorty, IAS	Y	N	Y	N	Y
2.	Ms. Roshni Sen, IAS1	Y	N	NA	NA	NA
3.	Ms. Vandana Yadav, IAS1	NA	NA	Y	N	Y
4.	Mr. Shashank Sethi, IAS2	NA	NA	Y	N	N
5.	Prof. Ashok Banerjee1	N	Y	NA	NA	NA
6.	Ms. Nayantara Palchoudhuri	Y	Y	Y	Y	Y
7.	Mr. Sujit Kumar Poddar4	Y	Y	NA	NA	NA
8.	Mr. Dipankar Chatterji	Y	Y	Y	Y	N
9.	Mr. Vijay Dewan	Y	Y	Y	Y	N
10.	Mr. Tapan Chaki4	Y	N	NA	NA	NA
11.	Mr. Anand Chatrath4	Y	Y	NA	NA	NA
12.	Mr. Rajesh Raisinghani	Y	Y	Y	Y	Y

[Y=Attended, N=Absent, NA=Not Applicable]

Notes:

1. The Company received a fresh nomination for Ms. Vandana Yadav, IAS, from West Bengal Industrial Development Corporation Ltd.
through Letter No: WBIDC/CA/NPRL/1127, dated 19th September 2024. Ms. Yadav, IAS, was appointed as a Nominee of the West
Bengal Industrial Development Corporation Limited, replacing the outgoing Nominee Director, Ms. Roshni Sen, IAS. Her appointment
as a Nominee Director on the Board became effective on November 14, 2024 and subsequently her appointment was approved by the
Shareholders through postal ballot on 25.01.2025.

2. The Company received a communication from the West Bengal Industrial Development Corporation Ltd. (WBIDC), vide letter No. WBIDC/
CA/NPRL/3045 dated March 19, 2024, regarding a change in nomination for the position of Director Tourism and Managing Director, West
Bengal Tourism Development Corporation Ltd. (WBTDCL). The letter stated that Mr. Ramapadhran Arjun, IAS, who previously held the
position, was replaced by Mr. Shashank Sethi, IAS. Mr. Sethi was appointed as Director Tourism and Managing Director, WBTDCL, and his
appointment as a Director on the Board of the Company became effective from August 19, 2024. Subsequently, his appointment was duly
approved by the shareholders at the 35th Annual General Meeting held on September 13, 2024. However, the nominating institution later
withdrew Mr. Sethi’s nomination. As a result, he ceased to be a Nominee Director with effect from May 27, 2025.

4. Mr. Sujit Kumar Poddar, Mr. Tapan Chaki and Mr. Anand Chatrath, Independent Directors, retired upon completion of their two
consecutive terms of 5 years each as Independent Directors, effective August 11, 2024.

Meetings

Five meetings of the Board of Directors were held during the financial year ended 31st March, 2025. These were held on: (i) 03.05.2024 (ii)
09.08.2024 (iii) 14.11.2024 (iv) 10.02.2025 & (v) 12.03.2025 respectively.

2. Committees of the Board

As of March 31, 2025, the Board had four committees: The Audit Committee, the Corporate Social Responsibility Committee, the Nomination
and Remuneration Committee and the Stakeholders Relationship Committee. The majority of these committees are composed entirely of
Independent Directors. Throughout the year, all recommendations made by these committees were approved by the Board. A complete list
of Committee members is available on our company’s website at https://niccoparks.com

The details of the attendance of the directors in the Committee meetings held during the Financial year 2024-25 are mentioned hereinbelow: -

SL.	NAMES OF DIRECTORS	AC*1		NRC*2		CSR*3		SRC-t
NO		Held	Attended	Held	Attended	Held	Attended	Held	Attended
1.	Mr. Sujit Kumar Poddar	5	2	5	2	NA	NA	NA	NA
2.	Mr. Tapan Chaki	5	1	5	2	NA	NA	3	1
3.	Mr. Anand Chatrath	5	2	5	2	NA	NA	3	1
4.	Mr. Dipankar Chatterji	5	4	5	5	1	1	3	2
5.	Ms. Nayantara Palchoudhuri	NA	NA	5	4	1	1	NA	NA
6.	Mr. Vijay Dewan	5	4	5	4	1	1	3	2
7.	Mr. Rajesh Raisinghani	5 3		NA	NA	NA	NA	3 3

[Y = Attended, N = Absent, NA = Not a Member]

[AC*¹ = Audit Committee, NRC*² = Nomination & Remuneration Committee, CSR*³ = Corporate Social Responsibility Committee,

SRC*⁴ = Stakeholders Relationship Committee,]

Notes:

1. Mr. Dipankar Chatterji, was co-opted as a Member of the Audit Committee & Stakeholders Relationship Committee with effect from
03.05.2024 & 09.08.2024 respectively.

2. Mr. Vijay Dewan was co-opted as a Member of the Nomination & Remuneration Committee and assumed the Chairmanship of the Audit
Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee with effect from Auguest 11, 2024.

3. Ms. Nandini Chakravorty, IAS, Ms. Roshni Sen, IAS, Ms. Vandana Yadav, IAS, Mr. Shashank Sethi, IAS, and Prof. Ashok Banerjee, are/
were not on any of the Committees of the Board.

4. Mr. Anand Chatrath, Mr. Sujit Kumar Poddar and Mr. Tapan Chaki ceased to hold office as Independent Directors of the Company
upon completion of their two consecutive terms of five years each with effect from August 11, 2024. Consequently, they also demitted
office as Chairman and/or Members of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship
Committee, respectively. Further, Mr. Sujit Kumar Poddar and Mr. Tapan Chaki ceased to hold office as Chairman and Member,
respectively, of the Corporate Social Responsibility Committee with effect from the said date.

5. Mr. Rajesh Raisinghani, Managing Director & CEO, was co-opted as a Member of the Audit Committee with effect from 09.08.2024.

DIRECTOR’S RESPONSIBILITY STATEMENT

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended March 31, 2025 are

in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and

substance of transactions carried out during the year and reasonably present Company’s financial condition and results of operations.

Your Directors further confirm that—

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

(b) The directors 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 31.03.2025 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

The Human Resources Management (HRM) function continues to play a pivotal role in driving the success of the Company by effectively
managing its most valuable asset—its people. Through a strong focus on talent acquisition, development and retention, the HRM team has
made a significant contribution towards achieving the Company’s growth objectives and strategic priorities.

With emphasis on creating a positive, inclusive and performance-driven work environment, several employee engagement and wellness
initiatives have been undertaken to promote well-being, strengthen work-life balance and instill a sense of belonging across the workforce.
The Company also accords high priority to continuous learning, and during the year, structured training and development programmes were
rolled out to enhance skills and keep employees abreast of industry developments and emerging trends.

The HRM team has also remained proactive in ensuring compliance with applicable labour laws, addressing employee concerns in a timely
manner and nurturing constructive employee relations—factors that are critical to maintaining a motivated and productive workforce.

As on March 31, 2025, the Company had a dedicated team of 205 employees. The industrial relations climate remained cordial and peaceful
during the year, reflecting the HRM team’s effectiveness in building a collaborative and harmonious organizational culture.

Nomination & Remuneration policy

In alignment with the recommendations of the Nomination and Remuneration Committee, the Board of Directors has implemented a
comprehensive policy that governs the selection and appointment of directors and senior management personnel, as well as their
remuneration. This policy is designed to ensure that the company attracts and retains individuals of the highest caliber, who are aligned with
our strategic objectives and corporate values.

The remuneration policy is carefully structured to balance the interests of all stakeholders and to provide fair and competitive compensation
that reflects the performance and contributions of each individual. Detailed information regarding the policy, along with the remuneration
paid during the financial year, is included in the Corporate Governance section of this Annual Report for your reference.

This policy is formulated in strict accordance with Section 178 of the Companies Act, 2013, and Regulation 19(4) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Shareholders and other interested parties can access the full Nomination
& Remuneration Policy on the company’s website at the following link: https://www.niccoparks.com/wp-content/uploads/formidable/42/
Nomination-Remuneration-Committee.pdf.

Risk Management & Mitigation

Risk management remains a critical focus area for the Company, given the nature of its operations and service offerings. The Company
has instituted a comprehensive Risk Management Framework aimed at systematically identifying, assessing and mitigating risks across all
business functions. This framework ensures that the Board is regularly apprised of key risks and the corresponding mitigation strategies.

In collaboration with functional heads, the Board periodically reviews the Risk Management Framework to evaluate its effectiveness and
to address emerging risks that could impact the Company’s performance. Appropriate structures and processes have been put in place to
continuously monitor potential threats and ensure timely preventive and corrective measures.

The Audit Committee, together with the Board, remains actively engaged in overseeing and refining the Risk Management Framework,
ensuring that it evolves in response to the dynamic business environment and continues to safeguard the interests of the Company and its
stakeholders.

Related Party Transaction

During the year under review, all Related Party Transactions were conducted in the ordinary course of business and at arm’s length, and
were duly reviewed and approved by the Audit Committee in compliance with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. None of the transactions were classified as material or required approval under Section 188 of the Companies Act,
2013. Accordingly, the disclosure requirements under Section i34(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, in Form AOC-2, do not apply for the financial year 2024-25. Additionally, there were no material Related Party
Transactions necessitating shareholders’ approval under Regulation 23 of SEBI (LODR).

All required disclosures under Ind AS 24 are included in the Notes to the Financial Statements for the year ended March 31, 2025. The
updated Related Party Transaction policy can be accessed on the Company’s website at https://www.niccoparks.com/wp-content/uploads/
formidable/42/POLICY-FOR-RELATED-PARTY-TRANSACTIONS.pdf.

Declaration by Independent Directors

Mr. Dipankar Chatterji (DIN: 00031256), Mr. Vijay Dewan (DIN: 00051164) and Ms. Nayantara Palchoudhuri (DIN: 00581440), Independent
Directors of the Company, have furnished the requisite declarations pursuant to Section 149(6) of the Companies Act, 2013, read with the
applicable Rules made thereunder, as well as Regulations i6(i)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, confirming that they continue to meet the criteria of independence prescribed therein. Based on the said declarations, the
Board of Directors has taken on record and affirmed that the aforesaid Directors fulfill the conditions specified under the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 and are independent of the management.

The retiring Independent Directors, namely, Mr. Anand Chatrath (DIN: 00234885), Mr. Sujit Kumar Poddar (DIN: 00041438) and Mr.
Tapan Chaki (DIN: 00235340), ceased to hold office as Independent Directors upon completion of their two consecutive terms of five years
each with effect from August 11, 2024, in terms of Section 149(10) of the Companies Act, 2013. Each of the retiring Directors had, prior to
cessation of office, submitted their respective declarations confirming that they satisfied the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and the applicable Rules made thereunder, as well as Regulations i6(i)(b) and 25(8) of the SEBI
(LODR) Regulations, 20i5, for the period commencing April i, 2024 and ending August ii, 2024. The Board of Directors duly acknowledged
and recorded these confirmations at its meetings during the said period.

DIRECTORS

Changes During the Year - Appointment/Re-Appointment/Cessation

Ms. Nandini Chakravorty, IAS (DIN: 0i28i290), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General
Meeting of the Company and, being eligible, has offered herself for re-appointment. In accordance with Regulation 36(3) ofthe SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 20i5 and the Secretarial Standard on General Meetings (SS-2) issued by the Institute
of Company Secretaries of India (ICSI), the requisite details of Ms. Chakravorty are provided in Annexure-A to the Notice convening the 36th
Annual General Meeting of the Company.

During the year under review, the Company received a fresh nomination from the Government of West Bengal, Department of Tourism,
communicated through the West Bengal Industrial Development Corporation Ltd. (WBIDC) vide Letter No. WBIDC/CA/NPRL/H27 dated
September i9, 2024. Pursuant to this communication, Ms. Vandana Yadav (DIN: 02202329), IAS, was nominated in place of the outgoing
Nominee Director, Ms. Roshni Sen (DIN: i055i767), IAS. Accordingly, Ms. Yadav was appointed as Nominee Director on the Board with
effect from November i4, 2024.

Further, the Company received another communication from WBIDC, vide Letter No. WBIDC/CA/NPRL/3045 dated March i9, 2024,
regarding a change in nomination for the position of Director Tourism and Managing Director, West Bengal Tourism Development
Corporation Ltd. (WBTDCL). The letter conveyed that Mr. Ramapadhran Arjun (DIN: i0i9i077), IAS, who previously held the said position,
was replaced by Mr. Shashank Sethi, (DIN: i0738i65) IAS. Consequently, Mr. Sethi was appointed as Director Tourism and Managing
Director, WBTDCL, and, in that capacity, was nominated to the Board of the Company with effect from August i9, 2024. His appointment
was subsequently confirmed by the shareholders at the 35th Annual General Meeting of the Company held on September i3, 2024. However,
the nominating institution subsequently withdrew Mr. Sethi’s nomination, and he accordingly ceased to be a Nominee Director of the
Company with effect from May 27, 2025.

Prof. Ashok Banerjee (DIN: 06884670), Non-Executive Director, tendered his resignation from the Board of Directors of the Company with
effect from August 3i, 2024.

In addition, Mr. Anand Chatrath (DIN: 00234885), Mr. Sujit Kumar Poddar (DIN: 0004^38) and Mr. Tapan Chaki (DIN: 00235340) retired
from the Board upon completion of their two consecutive terms of five years each as Independent Directors, effective August ii, 2024, in
accordance with Section i49(i0) of the Companies Act, 20i3. Further, the nomination of Mr. Ramapadhran Arjun, IAS (DIN: i0i9i077),
was withdrawn by the nominating authority vide its communication dated May 3, 2024, and accordingly, he ceased to be a Director of the
Company with effect from that date.

Ms. Nayantara Palchoudhuri (DIN: 00581440), Non-Executive Independent Director, has submitted the requisite declaration confirming that
she meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with the applicable Rules framed
thereunder, as well as Regulation r6(r)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the
recommendation of the Nomination and Remuneration Committee and upon due consideration, the Board approved her re-appointment
as an Independent Director of the Company for a second term of five consecutive years commencing from February 12, 2025 and ending
on February 11, 2030. The said re-appointment was subsequently approved by the members of the Company by way of a Special Resolution
passed through Postal Ballot vide Notice dated February 10, 2025, with the requisite majority on April 4, 2025.

The Board places on record its deep appreciation and gratitude for the valuable guidance, contributions, and commitment extended by Ms.
Roshni Sen, IAS, Mr. Ramapadhran Arjun, IAS, Mr. Shashank Sethi, IAS, Mr. Tapan Chaki, Mr. Anand Chatrath, Mr. Sujit Kumar Poddar
and Prof. Ashok Banerjee during their tenure as Directors of the Company. Their association with the Board has been instrumental in
strengthening governance, advancing strategic objectives, and furthering the growth and development of the Company.

Postal Ballot

In terms of the provisions of the Companies Act, 2013, read with the applicable Rules made thereunder and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, approval of the members of a listed company is required for the appointment or re¬
appointment of a Director at the ensuing Annual General Meeting or within three months from the date of appointment, whichever is earlier.

To facilitate wider shareholder participation and to ensure compliance with the aforesaid provisions, the Company sought the approval of its
members through the Postal Ballot process during the year under review. In accordance with Sections 108 and 110 of the Companies Act,
2013, read with the relevant Rules framed thereunder, the Company provided the facility of electronic voting (e-voting) to all its members to
enable them to cast their votes in a fair and transparent manner.

1. Postal Ballot dated May 3, 2024

A notice of Postal Ballot dated May 3, 2024, was circulated to the members seeking their approval for:

• an Ordinary Resolution for the appointment of Ms. Roshni Sen, IAS (DIN: 10551767) as a Director of the Company; and

• a Special Resolution for the re-appointment of Mr. Dipankar Chatterji (DIN: 00031256) as an Independent Director of the Company
for a further term in compliance with Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015.

Both resolutions were duly approved by the members with the requisite majority on July 10, 2024.

2. Postal Ballot dated November 14, 2024.

Based on the recommendation of the Nomination and Remuneration Committee and in line with the requirements of SEBI (LODR)
Regulations, the Board proposed an Ordinary Resolution for the appointment of Ms. Vandana Yadav, IAS (DIN: 02202329) as a Nominee
Director of West Bengal Industrial Development Corporation Limited. The members approved the said resolution by way of a Postal
Ballot conducted pursuant to the notice dated November 14, 2024, with the requisite majority on January 25, 2025.

3. Postal Ballot dated February 10, 2025

On the recommendation of the Nomination and Remuneration Committee, the Board approved the proposal for the re-appointment of
Ms. Nayantara Palchoudhuri (DIN: 00581440) as an Independent Director of the Company for a second term of five consecutive years
commencing from February 12, 2025 and ending on February 11, 2030, in accordance with Section 149(10) and Section 149(11) of the
Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015. The proposal was placed before the members by way of a
Special Resolution through a Postal Ballot notice dated February 10, 2025, and was approved with the requisite majority on April 4, 2025.

The Board of Directors records its appreciation for the continued support and confidence expressed by the members through the aforesaid
resolutions, which has enabled the Company to strengthen its governance structure and Board composition in line with statutory and
regulatory requirements.

The Company confirms that it has duly complied with all procedural requirements relating to Postal Ballots, including dispatch of notices
to members, publication of statutory advertisements, provision of remote e-voting facility, and submission of voting results to the Stock
Exchanges within the prescribed timelines.

Internal Financial Controls

Your Company has, over the years, put in place a comprehensive and well-structured framework of internal financial controls designed to ensure
reliable financial reporting, effective operational management, and strict compliance with all applicable laws, regulations, and internal policies.
This framework is aligned with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and has been suitably calibrated to match the size, scale, and complexity of the operations of Nicco Parks & Resorts Limited.

The internal control systems of the Company encompass a broad range of policies, procedures, and monitoring mechanisms, covering both
operational and financial processes.

The internal financial controls over financial reporting have been reviewed and tested throughout the year. The management, together
with the Statutory Auditors and the Internal Auditors, has evaluated the design and operating effectiveness of these controls. The Audit
Committee ofthe Board provides continuous oversight, reviews the adequacy of these systems at regular intervals, and ensures that necessary
improvements are implemented wherever required.

Based on the assessments carried out during the year, no material weaknesses in the design or operating effectiveness of internal financial
controls were identified. The systems in place have been found to be adequate and operating effectively to ensure that the financial statements
present a true and fair view of the affairs of the Company.

In addition to ensuring compliance and reliability, the Company views its internal financial control framework as a key enabler of long-term
value creation. By integrating financial discipline with operational efficiency, risk management, and governance best practices, the system
not only safeguards the Company’s current assets and reputation but also supports its broader vision of sustainable growth. These measures
provide stakeholders with the confidence that Nicco Parks & Resorts Limited remains committed to prudent financial stewardship, ethical
conduct, and the creation of enduring value for shareholders, employees, and the community at large.

The Board of Directors therefore affirms that the Company has, during the year under review, maintained adequate internal financial
controls with reference to financial reporting and that such controls were operating effectively as at March 31, 2025.

INVESTMENTS

Associate Companies

Pursuant to the provisions of Section 2(6) of the Companies Act, 2013 (“the Act”), the Company had three unlisted associate companies at
the commencement of the financial year under review, namely Nicco Jubilee Park Limited, Nicco Engineering Services Limited, and Nicco
Parks Leisure Projects Private Limited. During the course of the year, there was a change in the composition of the associates, the details of
which are set out below:

Nicco Parks Leisure Projects Private Limited

During the financial year under review, Nicco Park Leisure Projects Private Limited was voluntarily struck off by the Ministry of Corporate
Affairs under Section 248(5) of the Companies Act, 2013. Pursuant to the order dated August 13, 2024, the company was dissolved and its
name removed from the Register of Companies.

Nicco Jubilee Park Limited

Nicco Jubilee Park Limited continues to be classified as an associate company of Nicco Parks & Resorts Limited within the meaning of
Section 2(6) of the Act. The Company exercises significant influence through its shareholding and participation in policy-level decisions
of the said entity. The primary business of Nicco Jubilee Park Limited pertains to the development, management, and operation of leisure
and amusement park facilities, which remain strategically aligned with the business model and growth objectives of Nicco Parks & Resorts
Limited. The association enables the Company to leverage operational synergies, technical knowledge, and brand equity in the amusement
sector, thereby contributing to mutual value creation.

Nicco Engineering Services Limited

Nicco Engineering Services Limited remains an associate company of Nicco Parks & Resorts Limited as on March 31, 2025. The Company
is evaluating options with respect to its investment in Nicco Engineering Services Limited (NESL), with the objective of unlocking value and
redeploying liquidity into its core business initiatives.

Other Strategic Investment - Nandan Park Ltd, Bangladesh

Further, the Company continues to maintain a strategic investment in Nandan Park Limited, which operates a leading amusement and
leisure park in Dhaka, Bangladesh; however, this entity does not qualify as an ‘associate company’ within the meaning of Section 2(6) of the
Companies Act, 2013.

In compliance with the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014,
a statement containing the salient features of the financial statements of the Company’s associate companies is presented in Form AOC-i,
which forms part of the consolidated financial statements of the Company for the financial year ended March 31, 2025. The Board affirms
that all requisite disclosures and filings relating to associate companies have been made in accordance with the applicable provisions of the
Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors recognises the strategic importance of its associate companies as integral components of the broader growth and
value-creation strategy of Nicco Parks & Resorts Limited. While the Company will continue to nurture associations that directly complement
its amusement and leisure park operations, it will also take calibrated steps to rationalise its portfolio of investments, including potential
divestments where appropriate, so as to concentrate its capital and managerial focus on its core business areas. These measures are expected
to contribute to sustainable growth, operational excellence, and long-term value creation for all stakeholders.

Share Capital

As of March 31, 2025, the paid-up share capital was Rs. 468 lakhs. During the year under review, the company did not issue shares with
differential voting rights, nor did it grant any stock options or sweat equity. Additionally, as of March 31, 2025, none of the Directors of the
Company held any instruments convertible into equity shares.

Deposits

Your Company has not accepted any public deposits that fall under the provisions of Section 73 of the Companies Act, 2013, and the
associated rules.

Particulars of Loans, Guarantees or Investments

During the year under review, your company did not provide any loans, guarantees, or make any investments under Section 186 of the
Companies Act, 2013.

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

During the year under review, the Company did not undertake any share buybacks, issue shares with differential voting rights, issue Sweat
Equity Shares, or implement any Stock Option Scheme for its employees.

Statutory & legal matters

No significant or material orders have been issued by any regulators, courts, or tribunals that would affect the Company’s going concern
status or future operations.

The Company has prepared its Financial Statements for the fiscal year ending March 31, 2025, in accordance with Sections 129, 133, and
Schedule III (Division II) of the Companies Act, 2013, as well as the Companies (Indian Accounting Standards) Amendment Rules, 2016.

The Company has adopted Indian Accounting Standards (referred to as ‘Ind-AS’) effective April 1, 2017, for all periods up to and including
the year ended March 31, 2025.

Lease

The Company’s amusement and recreational operations are situated on land originally allocated pursuant to the Joint Sector Agreement
(“JSA”) dated February 23, 1990, executed between The National Insulated Cable Company of India Limited (now known as Nicco Corporation
Limited, “NCL” - presently under liquidation), West Bengal Tourism Development Corporation Limited (“WBTDC”), and West Bengal
Industrial Development Corporation Limited (“WBIDC”). Under the said JSA, the land was made available to the Company for an initial lease
tenure of 33 years, with provision for renewal for two further terms of similar duration.

Following the liquidation proceedings against NCL and the transfer of its shareholding in the Company, the JSA has effectively become
infructuous and inoperative. The first lease term of 33 years, executed through a lease agreement dated July 5, 1991, between the Governor of
the State of West Bengal and the Company, expired on February 28, 2023.

In anticipation of the expiry, the Company had, vide its application dated October 11, 2022, sought renewal of the lease from the Department
of Tourism, Government of West Bengal. This application remains under active consideration, and the Company is optimistic of a favourable
outcome. Pending execution of the renewed lease, the Company continues to discharge its obligations in accordance with the terms of the
original agreement and has made prudent accounting provisions for lease fees and related charges, including a reasonable estimate for
potential enhancements, in line with sound accounting principles.

It is pertinent to note that all payments under the earlier lease agreement have continued to be made and expensed in the ordinary course.
The Board confirms that the ongoing amusement, F&B, and allied recreational operations have been considered on a Going Concern Basis,
with all associated provisions, including for depreciation, duly recognised in the financial statements.

Looking ahead, the Board believes that the renewal of the lease will not only secure continuity of operations but also unlock opportunities
for future expansion, reinvestment, and sustainability-linked initiatives in line with evolving industry trends and visitor expectations. With
long-term tenure visibility, the Company will be better positioned to strengthen its asset base, enhance guest experiences, and embed green
and responsible practices into its operations—thereby driving enduring value for shareholders and stakeholders alike.

Material changes & commitments occurring after the end of financial year

No material changes or commitments affecting the Company’s financial position have occurred between the end of the financial year covered
by the attached financial statements and the date of this report.

Conservation of energy & technology absorption

In keeping with its long-term vision of sustainable growth, your Company continues to align its operations with the principles of the triple
bottom line, ensuring that economic progress is balanced with environmental stewardship and social responsibility. This integrated approach
has heightened organisational sensitivity to ecological concerns, strengthening our resolve to lower the carbon footprint of our operations and
contribute to the mitigation of greenhouse gas emissions.

While the nature of the Company’s activities is not inherently energy-intensive, management remains unequivocally committed to
conservation. Focused efforts are being directed towards the adoption of renewable and alternative energy sources, as well as the rigorous
implementation of energy-saving practices across all levels of operation. These initiatives are complemented by ongoing measures to nurture
and maintain an eco-friendly ambience within the Park, thereby reinforcing our commitment to sustainable recreation and responsible
corporate citizenship.

As on date, the Company has not entered into any technology absorption agreements. However, recognising the growing role of green
technologies and digital interventions in shaping the future of leisure infrastructure, your Company remains open to exploring and adopting
solutions that can further strengthen operational efficiency, sustainability, and visitor experience.

Whistle blower policy / vigil mechanism

In accordance with the provisions of Section 177 of the Companies Act, 2013 read with the applicable rules framed thereunder, and Regulation
22 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has instituted a robust Vigil Mechanism
/ Whistle Blower Policy for Directors, employees, business associates and other stakeholders. The mechanism provides a structured channel
for reporting genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Company’s Code of Conduct, or
any improper practices observed within the organisation.

The Vigil Mechanism is designed to ensure that stakeholders making disclosures in good faith are afforded adequate safeguards against
any form of retaliation, discrimination or victimisation. The framework provides for direct access to the Chairman of the Audit Committee,
thereby strengthening transparency and accountability in governance. It is, however, clearly stipulated that the mechanism neither releases
employees from their duty of confidentiality nor permits frivolous, malicious or unsubstantiated allegations.

During the year under review, no Director, employee, business associate or vendor was denied access to the Chairman ofthe Audit Committee.
The details of the Vigil Mechanism / Whistle Blower Policy are available on the Company’s website at the following link: https://www.
niccoparks.com/wp-content/uploads/formidable/42/WHISTLE-BLOWER-POLICY.pdf

Compliance with secretarial standards on board and general meetings

The Directors affirm that the Company has adhered to the relevant Secretarial Standards, specifically SS-1 and SS-2, which pertain to
‘Meetings of the Board of Directors’ and ‘General Meetings,’ respectively. The Company has implemented robust systems to ensure full
compliance with these Secretarial Standards as issued by The Institute of Company Secretaries of India.

Listing

The equity shares of the Company remain listed on the Bombay Stock Exchange (BSE). For the fiscal year 2025-26, the Company has duly
paid the necessary listing fees to the Stock Exchange.

Investor Education and Protection Fund (IEPF)

In accordance with the provisions of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016
(“the IEPF Rules”), the Company is required to transfer all unpaid or unclaimed dividends to the Investor Education and Protection Fund
(IEPF) established by the Government of India after a period of seven years. Additionally, shares on which dividends have remained unpaid
or unclaimed by shareholders for seven consecutive years or more must also be transferred to the demat account of the IEPF Authority.

As on March 31, 2025, the Company has transferred 1000 equity shares, representing 0.002% of the total paid-up share capital, to the
designated demat account of the IEPF Authority. During the year under review, the Company also transferred Rs. 1,83,015 and Rs. 1,91,998
as unclaimed dividend related to FY 2016-17 (Final Dividend) and FY 2017-18 (Interim Dividend) to the IEPF Authority respectively.

The details of the Unpaid Dividend lying in the Unpaid Dividend Account in respect of the last seven year due for transfer to the IEPF are
detailed hereinbelow: -

Balance of Unpaid Dividend as on 1st April, 2025:-

Date of Declaration	Financial Year	Date of Transfer to Unpaid Dividend Account	Amount2	Due Date for Transfer to IEPF
09.02.2018 (Interim Dividend)	2017-18	18.03.2018	1,91,998	18.03.2025
09.08.2018 (Interim Dividend)	2018-19	15.09.2018	M U/a M 00 00 0	15.09.2025
03.11.2018 (Interim Dividend)	2018-19	10.12.2018	164039.8	10.12.2025
12.02.2019 (Interim Dividend)	2018-19	21.03.2019	I453I6	21.03.2026
27.09.2019 (Final Dividend)	2018-19	03.11.2019	1,30,155.6	03.11.2026
26.07.2019 (Interim Dividend)	2019-20	01.08.2019	119758.2	01.08.2026
31.10.2019 (Interim Dividend)	2019-20	07.12.2019	1274°3	07.12.2026
12.02.2020 (Interim Dividend)	2019-20	20.03.2020	153466.6	20.03.2027
08.08.2022 (Interim Dividend)	2022-23	14.09.2022	206597	14.09.2029
03.11.2022 (Interim Dividend)	2022-23	10.12.2022	102669.9	10.12.2029
03.02.2023 (Interim Dividend)	2022-23	12.03.2023	142742	12.03.2030
18.09.2023 (Final Dividend)	2022-23	25.10.2023	98878.75	25.10.2030
14.08.2023 (Interim Dividend)	2023-24	20.09.2023	163016.5	20.09.2030
09.11.2023 (Interim Dividend)	2023-24	16.12.2023	1,04,469.9	16.12.2030
13.02.2024 (Interim Dividend)	2023-24	21.03.2024	8,84,408	21.03.2031
03.05.2024 (Interim Dividend)	2023-24	09.06.2024	165204.5	09.06.2031
09.08.2024 (Interim Dividend)	2024-25	15.09.2024	126521.4	14.09.2031
14.11.2024 (Interim Dividend)	2024-25	21.12.2024	67560.8	21.12.2031
10.02.2025 (Interim Dividend)	2024-25	19.03.2025	0.00	19.03.2032

Complaints received by the sexual Harassment Committee

The Company has established a policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (14 of 2013). An Internal Complaints Committee (ICC) has been formed to address any complaints related to sexual
harassment. This policy applies to all employees, including permanent, contractual, temporary staff, and trainees.

SL. NO	NAMES OF DIRECTORS	Remarks
a)	No. of complaints of sexual harassment received in the year	NIL
b)	No. of complaints disposed off during the year	Not Applicable
c)	No. of cases pending for more than ninety days	NIL

During the year under review, no complaints were received.

Statement with respect to the compliance of the provisions relating to the maternity benefit act 1961

Your Company is in compliance with the provisions relating to the maternity benefit act 1961.

Details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016

The Company did not file any applications or have any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the
financial year 2024-25.

Details of settlement with Banks or Financial Institutions

The company did not obtain any new loans from Banks and Financial Institutions during the Financial Year 2024-25, nor did it make any
settlements on existing loans with these institutions during this period.

Separate Meeting of Independent Directors and 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 134(3)^) 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 28.03.2025, 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 key objectives of the Board Evaluation process were to ensure that the Board & various Committees of the Board have appropriate
composition of Directors and they have been functioning to achieve common business goals of your company.

The Directors carried out the performance evaluation in a confidential manner and provided their feedback on a rating scale. The performance
evaluation feedback was collated and sent to the Chairman of Nomination & Remuneration Committee. The performance evaluation was
discussed at a separate meeting of the Independent Directors held on 28.03.2025 and the summary of performance evaluation was later
tabled at the Nomination & Remuneration Committee Meeting held on 23.05.2025. The Nomination & Remuneration Committee forwarded
their recommendation based on the inputs received on performance evaluation to the Board of Directors at its meeting held on 27.05.2025
and the Directors were satisfied by the constructive feedback obtained from their Board colleagues.

Attributes, Qualifications & Independence of Directors and their Appointment

In compliance with the provisions of Section 149 ofthe Companies Act, 2013 (“the Act”), Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and other applicable requirements, the Board of Directors
affirms that the Company’s Directors collectively bring a balanced mix of skills, expertise, and competencies relevant to its business, industry
and regulatory environment. A detailed matrix of such skills, expertise and core competencies, as identified by the Board, is provided in the
Report on Corporate Governance, forming part of this Annual Report.

During the year under review, the following changes occurred in the composition of the Board:

• Ms. Nandini Chakravorty, IAS (DIN: 01281290) was appointed as Chairperson & Nominee Director during FY 2023-24 and, upon
her induction, was familiarised with the Company’s operations, industry outlook and governance framework. She brings significant
administrative experience and strategic insights aligned with the Board’s identified competency areas.

• Pursuant to a communication from West Bengal Industrial Development Corporation Limited (WBIDC) vide letter no. WBIDC/CA/
NPRL/3045 dated March 19, 2024, Mr. Shashank Sethi, (DIN: 10738165), IAS was nominated in place of Mr. Ramapadhran Arjun, IAS
(DIN: 10191077). His appointment as a Nominee Director on the Board took effect from August 19, 2024.

• Subsequently, Ms. Vandana Yadav (DIN: 02202329), IAS was nominated by WBIDC in place of Ms. Roshni Sen, IAS, with her
appointment as Nominee Director becoming effective from November 14, 2024.

Both new Directors underwent comprehensive orientation programmes to acquaint themselves with the Company’s business, values,
and governance framework.

Appointments or re-appointments of Directors are undertaken in accordance with the provisions of the Act, the SEBI Listing Regulations and
the Articles of Association of the Company, subject to approval of Members at the General Meeting, wherever applicable.

Independent Directors, in terms of law, are not liable to retire by rotation.

All Independent Directors have submitted declarations under Section 149(6) of the Act and Regulation i6(i)(b) of the SEBI Listing Regulations
confirming that they meet the prescribed criteria of independence. Further, pursuant to Regulation 25(8) of the SEBI Listing Regulations, they
have affirmed that no circumstance or situation exists which could impair or affect their ability to discharge duties as Independent Directors with
objective judgment and without external influence. The Board, after due assessment, is of the opinion that all Independent Directors possess
integrity, expertise and experience, and continue to be independent of the management.

The Board remains committed to enhancing its collective effectiveness through a forward-looking approach to governance, with emphasis on
strengthening diversity in composition, integrating sustainability and ESG-linked oversight, and fostering digital readiness in Board deliberations.
These focus areas are expected to ensure that the Board’s composition and functioning remain well-aligned with the Company’s evolving strategy,
stakeholder expectations, and regulatory developments.

Auditors and Auditor’s Report

Messrs. Lodha & Co., LLP (Firm Registration No. 301051E/E300284), were re-appointed as the Statutory Auditors of the Company at the 35th Annual
General Meeting (“AGM”) of the Members held on September 13, 2024. Their appointment is for a term of five consecutive years, commencing
from the conclusion of the said 35th AGM until the conclusion ofthe 40th AGM ofthe Company, in accordance with the provisions of Sections 139
and 142 of the Companies Act, 2013, read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions thereof.

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 of the Board is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation
18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises three Directors, of whom two are
Independent Directors and one is an Executive Director. During the year under review, all 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 i48 (i) of the Companies Act, 20i3.

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 Company’s
official website at https://niccoparks.com.

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules, for the year ended March 31, 2025, the Company had spent
Rs. 41.00 lakhs towards its CSR obligations.

Details of the CSR contribution during the year form part of the Report in Annexure I.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”), the Secretarial Audit for the year under review was conducted by Mr. P.V. Subramanian (C.P. No. 2077; ACS-
4585), Company Secretary in Whole-time Practice. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure II.

The Secretarial Auditor has reported one qualification in his Audit Report, which is reproduced below:

“The composition of the Board of Directors was not in conformity with Clause iy(i)(b) of the SEBI Listing Regulations, read with Explanation
(ii) provided thereunder, due to the absence of an adequate number of Independent Directors on the Board of the Company during the period
from nth August, 2024 till31st March, 2023. ”

The Board of Directors has considered the above observation and wishes to clarify as under:

The temporary non-compliance arose due to the cessation of Independent Directors during the year, leading to a shortfall in the minimum
number of Independent Directors required under the SEBI Listing Regulations. Subsequently, following a reduction in the overall strength
of the Board, the Company’s composition came into conformity with the requirements of Regulation 17(1) of the SEBI Listing Regulations,
and the non-compliance stood resolved by operation of law.

The Nomination and Remuneration Committee and the Board continue to remain engaged in evaluating suitable candidates for appointment
as Independent Directors, with a view to strengthening Board diversity, governance oversight, and long-term compliance readiness.

Further, based on the recommendation of the Audit Committee, the Board has approved the re-appointment of Mr. P.V. Subramanian (C.P.
No. 2077; ACS-4585), Company Secretary in Whole-time Practice, as the Secretarial Auditor of the Company for a term of five consecutive
financial years commencing from April 1, 2025. Necessary resolutions seeking Members’ approval form part of the Notice convening the
forthcoming Annual General Meeting.

Extract of Annual Return

As per the requirements of Section 92(3) and 134(3)^) of the Companies Act, 2013 and Rules framed thereunder, the annual return in form
MGT-7 for FY 2024-2025 is uploaded on the website of the Company and the same is available on https://niccoparks.com/corporates/

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 -III.

Management Discussion & Analysis Reports

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 Boards’ Report in Annexure - IV.

Corporate Governance

Your Company remains firmly committed to the principles of transparency, accountability, and ethical governance. In line with the
requirements of the Listing Regulations, a detailed report on Corporate Governance, along with a Certificate of Compliance from a Practicing
Company Secretary, is included in this Annual Report as Annexure - V.

The Report carries a single qualification: “The composition of the Board of Directors was not in conformity with Clause i7(i)(b) of the SEBI
Listing Regulations, read with Explanation (ii) provided thereunder, due to the absence of an adequate number of Independent Directors on
the Board of the Company during the period from 11th August, 2024 till 31st March, 2025.”

This shortfall was temporary, arising from the cessation of Independent Directors during the year, and stood resolved by operation of law
once the overall strength of the Board reduced, restoring compliance with Regulation 17(1). Importantly, the Board has since ensured that the
governance framework remains fully compliant and robust.

*The Board has taken due note of this observation and together with the Nomination and Remuneration Committee, is actively evaluating
suitable candidates for induction as Independent Directors. These efforts are directed at further strengthening Board diversity, enhancing
governance oversight, and ensuring long-term compliance readiness.

Green Initiatives

Your Company, as a responsible corporate citizen, continues to extend its support to the “Green Initiative in Corporate Governance” launched
by the Ministry of Corporate Affairs (MCA), Government of India, which enables service of documents, including the Annual Report, to
shareholders in electronic mode at their registered e-mail addresses with the Depositories/Company’s Registrar and Share Transfer Agent.

Members who have not yet registered their e-mail addresses are requested to register the same with their respective Depository Participants
(in case of shares held in dematerialised form) or with the Company’s Registrar and Share Transfer Agent (in case of shares held in physical
form), to ensure receipt of all communications from the Company, including Annual Reports, Notices and Circulars, in electronic mode.

In compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, read with the relevant MCA and SEBI circulars, the Notice of the 36th Annual General Meeting along with the Annual
Report for the financial year ended March 31, 2025, including the Audited Financial Statements and related documents, will be sent
electronically to the Members at their registered e-mail addresses.

The Company solicits the cooperation of all Members in supporting this environment-friendly initiative, which not only contributes towards
a sustainable future but also ensures timely and efficient delivery of corporate communications.

Acknowledgement

The Board of Directors places on record its sincere appreciation for the dedication, commitment, and sustained efforts of all employees,
whose contribution has been central to the Company’s performance during the year under review.

The Board also acknowledges with gratitude the continued support, cooperation, and guidance received from the Government of West
Bengal, its Departments and Agencies, and places on record its appreciation of the valuable guidance extended by the Government Nominee
Directors and Independent Directors.

The Board further expresses its appreciation to Members, regulatory authorities, financial institutions, banks, customers, business partners,
and all stakeholders for their confidence, trust, and encouragement, which have been instrumental in enabling the Company to carry forward
its objectives.

Looking ahead, the Board remains confident that with the continued support of all stakeholders and the collective efforts of its employees,
the Company is well positioned to sustain its growth trajectory, strengthen its governance framework, and deliver long-term value in a
responsible and sustainable manner.

For & On behalf of the Board of Directors

NICCO PARKS & RESORTS LIMITED

S/d S/d

Vijay Dewan Rajesh Raisinghani

Registered Office: Independent Director Managing Director & CEO

‘Jheel Meel’, DIN: 00051164 (DIN:-o7i37479)

Sector IV, Salt Lake City,

Kolkata - 700 106
Date: May 27, 2025

1

Prof. Ashok Banerjee, Nominee Director resigned from the Board of Directors of the company, on 31.08.2024.

2

Pending reconciliation.

Foreign exchange earnings and outgo

The Park has hosted foreign visitors; however, no distinct record is kept of earnings from these visitors, as they pay entry fees and other
expenses in Indian Rupees. During the financial year ending March 31, 2025, the total foreign currency expenditure was Rs. 276.64 lakhs,
primarily for the purchase of components and spares. Foreign currency earnings is Nil.

---

Mar 31, 2024

The Board of Directors of Nicco Parks & Resorts Limited are pleased to present the Director’s Report and the Audited Financial Statements of the Company for the financial year ended 31st March 2024. This report provides an overview of the Company’s operations, financial performance and key developments during the year.

Standalone & Consolidated Financial Results ('' in Lakhs)

PARTICULARS	Year ended	Year ended	Year ended	Year ended
	31.03.2024 (Standalone)	31.03.2023 (Standalone)	31.03.2024 (Consolidated)	31.03.2023 (Consolidated)
Profit Before Interest, Depreciation & Exceptional Items	<0 M	3I9I	<0 M	3I9I
Less : Finance Cost	-	30	-	30
Profit before Depreciation & Exceptional Items	<0 M	3161	<0 M	3i6i
Less : Depreciation & Amortisation Expenses	260	224	260	224
Profit before Share of Profit of Associates, Exceptional Items & Tax	2876	2937	2876	2937
Add : Share of Profit of Associates	-	-	5°3	307
Profit before Exceptional items & Tax	2876	2937	3379	3244
Less: Tax Expenses/ (Credit)	788	718	903	990
Profit for the Year	2088	2219	2476	2254
Add: Balance of Retained Earnings Brought Forward from Previous Year	4887	3293	6012	4389
Add/(Less): Other Comprehensive Income/Loss (OCI)	(I26)	(87)	(I20)	(93)
Net Surplus (Before Appropriations)	6849	5425	8368	655°
Appropriations:
Less: Transfer to General Reserve	-	-	-	-
Less: Payment of Final Dividend- 2022-23	234	-	234	-
Less: Payment of Interim Dividends	468	00 L/A	468	00 L/A
Balance of Retained Earnings	6147	4887	7666	6012

State of Company Affairs as on March 31, 2024

The success of our amusement park is fundamentally linked to the number of visitors we attract annually, with footfall serving as a critical measure of our operational performance. In the financial year 2023-2024, we observed a 15% decrease in footfall, with visitor numbers falling from 14.45 lakh in 2022-2023 to 12.24 lakh in the current year. This decline represents a return to pre-COVID attendance levels, following the exceptional increase seen in the previous year. The surge in 2022-2023 was largely driven by pent-up demand for leisure and entertainment in the wake of the pandemic, resulting in an unusually high level of visitor engagement.

Despite this year’s reduction in footfall, the trend towards stabilization reflects a normalization of visitor patterns as we adjust to the evolving dynamics of the leisure and entertainment industry. On a positive note, we are pleased to report a modest 6% increase in total revenue compared to the previous year, highlighting our continued resilience and ability to adapt in a changing market.

In the fiscal year 2023-2024, your company recorded a total income of Rs. 8,348 lakhs. Entry and rides brought in Rs. 5091 lakhs, while other recreational facilities generated Rs. 580 lakhs. The food and beverage segment contributed Rs. 1099 lakhs, and waterpark rental sales added Rs. 274 lakhs. Other income was Rs. 415 lakhs, and project income amounted to Rs. 218 lakhs.

Despite a drop in footfall, your company attained on Standalone basis a PBT (Profit Before Tax) of Rs.2876 lakhs and a PAT (Profit After Tax) of Rs. 2088 lakhs. The Consolidated PBT & PAT were Rs.3379 lakhs & Rs.2476 lakhs respectively.

To enhance the entertainment value for our visitors, your company introduced two exciting new rides and attractions. On April 7, 2024, two thrilling water slides, “Aqua Drop” and “Aqua Curl,” were inaugurated at the waterpark. The Aqua Drop is designed for adrenaline enthusiasts, offering a heart-pounding experience that begins with a sudden drop from a chamber at the top, sending riders on a high-speed descent that culminates in a thrilling finish. The Aqua Curl, with its twists and turns, provides young adventurers with an unforgettable ride, combining excitement with safety. Both slides have been carefully crafted to deliver exhilarating experiences that leave visitors eager for more.

These water rides promise an extraordinary and breath-taking experience for thrill-seeking visitors. The addition of these slides is expected to significantly enhance visitor and customer satisfaction, further solidifying the water park’s growth and success.

Dividend & Transfer to Reserves

The Board of Directors declared and paid four interim dividends during the financial year 2023-2024. These dividends were distributed at rates of 50% (0.50 paise per share of face value Rs. 1), 30% (0.30 paise per share of face value Rs. 1), 20% (0.20 paise per share of face value Rs. 1), and 50% (0.50 paise per share of face value Rs. 1) for the first, second, third, and fourth quarters, at its meetings held on 14th August, 2023, 9th November, 2023, 13th February, 2024 and 3rd May, 2024, respectively.

The four interim dividends for the financial year March 31, 2024, aggregates to 150% per equity share (1.50 paisa on an Equity share of par value of Re. 1 each). The payout towards the Interim Dividends for the Financial Year 2023-2024, aggregates to Rs. 7,02,00,000.

During the year under review no amounts were transferred to Reserves.

Consolidation of Financial Statements

In compliance with Section 129(3) of the Companies Act, 2013, read along with Rule 5 of the Companies (Accounts) Rules, 2014, and IND-AS, we have prepared Consolidated Financial Statements in addition to the Standalone Financial Statements. These Consolidated Financial Statements include all our associate companies namely Nicco Jubilee Park Limited, Nicco Parks Leisure Projects Private Limited and Nicco Engineering Services Limited and form an integral part of this Annual Report. Additionally, a separate statement in Form AOC-1, highlighting the key features of the financial statements of these Associate Companies, has been prepared in accordance with Rule 5 of the Companies (Accounts) Rules, 2014, and is included within the Financial Statement section.

Board of Directors

1. Composition of the Board

The composition of your company’s Board complies with the requirements of the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and the Articles of Association. The Board is well-structured, bringing together a diverse array of expertise, knowledge, and experience that aligns with the company’s operations.

As of March 31, 2024, the Board of Directors consisted of eleven members, with ten serving as Non-Executive Directors and one as an Executive Director. The Chairperson of the Board represents the Government of West Bengal, Department of Tourism, alongside two other nominees from the West Bengal Industrial Development Corporation Ltd (WBIDCL) and the West Bengal Tourism Development Corporation Ltd (WBTDCL). The Managing Director & CEO is the sole Executive Director on the Board. Furthermore, the Board comprises six Independent Directors, including one-woman Independent Director.

Each Director brings valuable expertise, having been carefully selected from diverse fields such as business, industry, finance, law and administration.

SL.	NAMES OF DIRECTORS	MEETINGS OF THE BOARD OF DIRECTORS
No		29.05.2023	14.08.2023	09.11.2023	13.02.2024
1.	Ms. Nandini Charkravorty, IAS1	Y	N	N	N
2.	Dr. Saumitra Mohan, IAS1	NA	NA	NA	NA
3.	Ms. Vandana Yadav, IAS5	Y	Y	N	Y
4.	Mr. Ramapadhran Arjun, IAS2&6	Y	Y	Y	N
5.	Mr. Ritendra Narayan Basu Roy Choudhury, IAS2	NA	NA	NA	NA
6.	Ms. Nayantara Palchoudhuri	Y	Y	Y	Y
7.	Mr. Sujit Kumar Poddar	Y	Y	Y	Y
8.	Mr. Dipankar Chatterji	Y	Y	Y	Y
9.	Mr. Vijay Dewan	Y	Y	Y	N
10.	Mr. Tapan Chaki	Y	Y	Y	Y
11.	Mr. Anand Chatrath	Y	Y	Y	Y
12.	Prof. Ashok Banerjee	N	N	N	Y
!3.	Mr. Abhijit Dutta3	Y	NA	NA	NA
14.	Mr. Rajesh Raisinghani4	NA	Y	Y	Y

[Y=Attended, N=Absent, NA=Not Applicable]

Notes:

1. The Company received a fresh nomination for Ms. Nandini Chakravorty, IAS, through Notification No: 176-TM-15013(99)/9, dated 06.04.2023. Ms. Chakravorty, IAS, was appointed as a Nominee of the Government of West Bengal, Department of Tourism, replacing the outgoing Chairman & Nominee Director, Dr. Saumitra Mohan, IAS. The Board also designated Ms. Chakravorty as Chairperson of the company. Her appointment as a Nominee Director & Chairperson on the Board became effective on May 29, 2023.

2. The Company was in receipt of a Notification from Government of West Bengal, Personnel & Administrative Reforms Department, IAS Cell, Nabanna, No. 802-PAR(IAS)/7P-214/2011, dated May 17, 2023 intimating the transfer of Mr. Ritendra Narayan Basu Roy Choudhury, IAS designated as Director Tourism & Managing Director, WBTDCL. The aforesaid notification also mentioned that Mr. Ramapadhran Arjun, IAS was appointed as Director Tourism & Managing Director, WBTDCL in place of outgoing, Mr. Ritendra Narayan Basu Roy Choudhury, IAS. His appointment as a Director on the Board became effective on May 29, 2023.

3. Mr. Abhijit Dutta, Managing Director & CEO retired from the services of the company upon superannuation, on 30.06.2023.

4. Mr. Rajesh Raisinghani was appointed as Managing Director & CEO, effective 01.07.2023.

5. Ms. Vandana Yadav, IAS relinquished her office as Nominee Director of West Bengal Industrial Development Corporation Limited with effect from 23.02.2024.

6. Mr. Ramapadhran Arjun, IAS, relinquished his office as Nominee Director of West Bengal Tourism Development Corporation Limited with effect from 03.05.2024.

Meetings

Four meetings of the Board of Directors were held during the financial year ended 31st March, 2024. These were held on: (i) 29.05.2023 (ii)

14.08.2023 (iii) 09.11.2023 & (iv) 13.02.2024 respectively.

2. Committees of the Board

As of March 31, 2024, the Board had five committees: the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the New Projects Committee, and the Stakeholders Relationship Committee. The majority of these committees are composed entirely of Independent Directors. Throughout the year, all recommendations made by these committees were approved by the Board. A complete list of Committee members is available on our company’s website at https://niccoparks.com

SL.	NAMES OF DIRECTORS	AC*1		NRC*2		CSR*3		SRC*4
NO		Held	Attended	Held	Attended	Held	Attended	Held	Attended
1.	Mr. Sujit Kumar Poddar		5 4		4		1	NA	NA
2.	Mr. Tapan Chaki		5 4		4		1
3.	Mr. Anand Chatrath		5	4	4	NA	NA		3
4.	Mr. Dipankar Chatterji	NA	NA	4	4		1	NA	NA
5.	Ms. Nayantara Palchoudhuri	NA	NA	NA	NA	1	1	NA	NA
6.	Mr. Vijay Dewan	NA	NA	NA	NA	NA	NA	NA	NA
7.	Mr. Abhijit Dutta	NA	NA	NA	NA	NA	NA	1	1
8.	Mr. Rajesh Raisinghani	NA	NA	NA	NA	NA	NA	2	2

[Y=Attended, N=Absent, NA= Not a Member]

(AC*¹ = Audit Committee, NRC*² = Nomination & Remuneration Committee, CSR*³ = Corporate Social Responsibility Committee, SRC*⁴ =

Stakeholders Relationship Committee.)

Notes:

1. New Projects Committee comprises of four Directors namely; Mr. Anand Chatrath, Chairman & Independent Director, Mr. Sujit Poddar, Independent Director, Mr. Tapan Chaki, Independent Director & Mr. Abhijit Dutta, Managing Director & CEO. The committee did not hold any meeting during the year under review. During its meeting on May 3, 2024, the Board passed a resolution to dissolve the New Projects committee.

2. Ms. Nandini Chakravorty, IAS, Dr. Saumitra Mohan, IAS, Ms. Vandana Yadav, IAS, Mr. Ritendra Narayan Basu Roy Choudhury, IAS, Mr. Ramapadhran Arjun, IAS and Prof. Ashok Banerjee, are/were not on any of the Committees of the Board.

3. Mr. Abhijit Dutta, Managing Director & CEO retired from the services of the company upon superannuation, on 30.06.2023 and consequently ceased to be a member of the Stakeholders Relationship Committee.

4. Mr. Rajesh Raisinghani, was appointed as Managing Director & CEO, effective 01.07.2023 and was co-opted as a Member of the Stakeholders Relationship Committee with effect from 01.07.2023.

DIRECTOR’S RESPONSIBILITY STATEMENT

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended March 31, 2024 are

in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and

substance of transactions carried out during the year and reasonably present Company’s financial condition and results of operations.

Your Directors further confirm that—

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

(b) the directors 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 31.03.2024 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

The Human Resources Management (HRM) team has been instrumental in shaping the success of our organization by expertly managing 1: I

our most valuable asset i.e. our people. Their unwavering commitment to talent acquisition, development and retention has significantly contributed to our growth and the achievement of our strategic goals. With a sharp focus on fostering a positive and inclusive work environment, the HRM team has implemented a range of initiatives aimed at enhancing employee well-being and promoting a healthy work-life balance. These efforts include robust employee engagement and wellness programs designed to empower our workforce and create a sense of belonging.

Recognizing the importance of continuous learning, the HRM team has prioritized training and development programs that upskill our employees, ensuring they remain at the forefront of industry trends and innovations. Additionally, the team has been proactive in addressing employee concerns, maintaining compliance with labour laws, and nurturing harmonious employee relations, all of which are critical to sustaining a motivated and productive workforce.

As of March 31, 2024, the company proudly employs a dedicated workforce of 226 individuals. The industrial relations situation remains peaceful, reflecting the HRM team’s adept handling of employee relations and their commitment to fostering a positive organizational culture.

Nomination & Remuneration policy

In alignment with the recommendations of the Nomination and Remuneration Committee, the Board of Directors has implemented a comprehensive policy that governs the selection and appointment of directors and senior management personnel, as well as their remuneration. This policy is designed to ensure that the company attracts and retains individuals of the highest caliber, who are aligned with our strategic objectives and corporate values.

The remuneration policy is carefully structured to balance the interests of all stakeholders and to provide fair and competitive compensation that reflects the performance and contributions of each individual. Detailed information regarding the policy, along with the remuneration paid during the financial year, is included in the Corporate Governance section of this Annual Report for your reference.

This policy is formulated in strict accordance with Section 178 of the Companies Act, 2013, and Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholders and other interested parties can access the full Nomination & Remuneration Policy on the company’s website at the following link: https://niccoparks.com/wp-content/uploads/formidable/32/ Nomination-Remuneration-Committee.pdf.

Risk Management & Mitigation

Given the nature of the Company’s services, maintaining a vigilant awareness of business risks has been a continuous priority. The Company has proactively identified a range of risks across various domains and has implemented a robust Risk Management Framework to address these challenges. This framework is designed to ensure that the Board is consistently informed of risk assessment and mitigation processes.

In collaboration with functional heads, the Board conducts periodic evaluations of the Risk Management Framework, focusing on identifying, assessing and mitigating key risks associated with the Company’s operations. To effectively manage these risks, the Company has established appropriate structures that inherently monitor and control potential threats. Additionally, ongoing reviews of risk identification, assessment, and treatment procedures are conducted across all functions to ensure comprehensive risk management.

The Audit Committee and the Board remain actively engaged in reviewing and refining the Risk Management Framework, ensuring it evolves in line with the changing risk landscape and continues to safeguard the Company’s interests.

Related Party Transaction

Throughout the year under review, all Related Party Transactions were conducted in the ordinary course of business and at arm’s length. Each such transaction was pre-approved by the Audit Committee. None of these transactions were deemed material or subject to Section 188(1) of the Companies Act. As a result, the disclosure requirements under Section i34(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 are not applicable for FY 2023-2024 and are not provided.

All required disclosures under Ind AS 24 are included in the Notes to the Financial Statements for the year ended March 31, 2024. The updated Related Party Transaction policy can be accessed on the Company’s website at https://niccoparks.com/wp-content/uploads/formidable/32/ Related-Party-Transaction-Policy.pdf.

Declaration by Independent Directors

Mr. Anand Chatrath (DIN: 00234885), Mr. Sujit Kumar Poddar (DIN: 00041438), Mr. Tapan Chaki (DIN: 002353340), Mr. Dipankar Chatterji (DIN: 00031256), Mr. Vijay Dewan (DIN: 00051164), and Ms. Nayantara Palchoudhuri (DIN: 00581440), Independent Directors of the Company, have confirmed that they satisfy the criteria for Independent Directorship as specified under Section 149(6) of the Companies Act, 2013, and the associated rules, as well as Regulations i6(i)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This confirmation has been duly acknowledged by the Board.

DIRECTORS

Appointment/Re-Appointment/Cessation

Prof. Ashok Banerjee (DIN: 06884670), Non-Executive Director, is due to retire by rotation at the upcoming Annual General Meeting and, being eligible, has offered himself for re-appointment.

In accordance with Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), the details of Prof. Banerjee (DIN: 06884670) are provided in Annexure - A to the Notice convening the 35th Annual General Meeting of the Company.

During the year under review, the company received a fresh nomination letter from the Government ofWest Bengal, Department of Tourism, via Memo No: 176-TM-15013(99)/9, dated 06.04.2023, for the appointment of Ms. Nandini Chakravorty, IAS (DIN: 01281290), as Nominee Director, replacing the outgoing Director, Dr. Saumitra Mohan, IAS. Based on the recommendations of the Nomination & Remuneration Committee (NRC), the Board of Directors appointed Ms. Nandini Chakravorty, IAS (DIN: 01281290), as Nominee Director and designated her as the Chairperson of the Company effective from 29.05.2023.

The company also received a notification from the Government of West Bengal, Personnel & Administrative Reforms Department, IAS Cell, Nabanna, No. 802-PAR(IAS)/7P-214/2011, dated May 17, 2023, informing of the transfer of Mr. Ritendra Narayan Basu Roy Choudhury, IAS, who was designated as Director of Tourism & Managing Director, West Bengal Tourism Development Corporation Limited (WBTDCL). The notification further stated that Mr. Ramapadhran Arjun, IAS, (DIN: 10191077) was appointed as Director of Tourism & Managing Director, WBTDCL, replacing the outgoing Director, Mr. Ritendra Narayan Basu Roy Choudhury, IAS. Based on the recommendations of the Nomination & Remuneration Committee (NRC), the Board of Directors appointed Mr. Ramapadhran Arjun, IAS (DIN: 10191077), as a Nominee Director of WBTDCL, effective May 29, 2023. The Nomination of Mr. Rampadhran Arjun, IAS (DIN:10191077) was withdrawn by the Nominating authority on 03.05.2024, consequently Mr. Arjun ceased to be a Director of the company.

Ms. Vandana Yadav, IAS (DIN: 02202329), relinquished her position as Nominee Director ofWest Bengal Tourism Development Corporation Limited and resigned from the Board of Directors of the Company, effective from 23.02.2024.

Mr. Abhijit Dutta, Managing Director & CEO, retired on 30.06.2024. Following his retirement and based on the recommendations of the Nomination & Remuneration Committee (NRC), the Board of Directors appointed Mr. Rajesh Raisinghani (DIN: 07137479) as an Additional Director of the company and designated him as the Managing Director & CEO, effective July 1, 2023.

Mr. Dipankar Chatterji (DIN: 00031256), Non-Executive Independent Director, has submitted a declaration confirming that he meets the criteria for an Independent Director. The shareholders of the company re-appointed Mr. Chatterji (DIN: 00031256) as a Non-Executive Independent Director, not liable to retire by rotation for a second term of five continuous years to hold office from 26.07.2024 to 25th July, 2029 vide a Postal Ballot notice dated May 03, 2024.

Additionally, the company has received a nomination letter from the Government of West Bengal, Department of Tourism, via Memo No: 176-TM-15013(99)/9, dated 06.04.2023, for the appointment of Ms. Roshni Sen, IAS (DIN: 01281290), as Nominee Director, replacing the outgoing Director, Ms. Vandana Yadav, IAS (DIN: 02202329).

Based on the recommendations of the Nomination & Remuneration Committee (NRC) and in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the Board of Directors of the company proposed an ‘Ordinary Resolution’ for the appointment of Ms. Roshni Sen, IAS (DIN: 10551767), as a Nominee Director of West Bengal Industrial Development Corporation Limited, and a ‘Special Resolution’ for the re-appointment of Mr. Dipankar Chatterji (DIN: 00031256) as an Independent Director for a second term of five years. The members approved both resolutions by a postal ballot notice dated 03.05.2024, with the requisite majority.

Mr. Abhijit Dutta retired from his esteemed role as Managing Director & CEO of Nicco Park on 30.06.2023, concluding a long and illustrious career with the company. His tenure was marked by unwavering dedication and a profound love for Nicco Park, which extended beyond mere professional commitment. Mr. Dutta’s deep affection for the company was evident in the way he embraced his colleagues as an extended family, fostering a work environment characterized by warmth and camaraderie. Mr. Dutta passed away shortly after his retirement. The Board of Directors extends its heartfelt appreciation for Mr. Dutta’s remarkable contributions and the indelible impact he made on Nicco Park, recognizing his legacy with great respect and admiration.

The Board formally acknowledges and expresses sincere appreciation for the significant contributions of Ms. Vandana Yadav, IAS. Her dedication and efforts have been pivotal in advancing the growth and development of our Company. Additionally, the Board wishes to place on record its deep gratitude for the substantial contributions made by Dr. Saumitra Mohan, IAS, and Mr. Ritendra Narayan Basu Roy Choudhury, IAS, which have greatly supported the progress and success of our Company.

Postal Ballot

Listed companies must obtain shareholder approval for the appointment or re-appointment of a Director to the Board at the next annual general meeting or within three months of the appointment, whichever is sooner.

To streamline this process, the Company chose to use a Postal Ballot in compliance with the Companies Act, 2013. Additionally, an electronic voting (e-voting) facility was provided to all members in accordance with Sections 108 and 110 and other relevant provisions ofthe Companies Act, 2013, and the associated Rules.

During the year under review, a Postal Ballot notice dated May 29, 2023, was issued to seek members’ approval for an Ordinary Resolution concerning the appointment of Ms. Nandini Chakravorty, IAS (DIN: 01281290), Mr. Ramapadhran Arjun, IAS (DIN: 10191077), and Mr. Rajesh Raisinghani (DIN: 07137479) as Directors on the Company’s Board. Additionally, the notice sought approval for the appointment of Mr. Rajesh Raisinghani (DIN: 07137479) as Managing Director & CEO, effective July 1, 2023 and the resolution was passed by the members with requisite majority on 25.08.2023.

Following the Nomination & Remuneration Committee’s recommendations and in line with SEBI regulations, the Board proposed an ‘Ordinary Resolution’ for appointment of Ms. Roshni Sen, IAS (DIN: 10551767), as a Nominee Director ofWest Bengal Industrial Development Corporation Limited, and a ‘Special Resolution’ for Mr. Dipankar Chatterji (DIN: 00031256) to be re-appointed as an Independent Director for a second five-year term. Both resolutions were approved by the members through a postal ballot notice dated 03.05.2024, with the requisite majority on 10.07.2024.

Internal Financial Controls

Your company has established a robust system to ensure that financial and operational information is accurately recorded and that all internal controls, regulations, and statutes are adhered to. The internal financial control systems and procedures are well-suited to the company’s size and business model. These measures are designed to optimize resource use, safeguard company assets, ensure accurate financial reporting, and maintain compliance with statutory requirements and company policies.

The current system promotes the efficient and orderly conduct ofbusiness, including adherence to policies, asset protection, fraud prevention and detection, accuracy of accounting records, and the timely preparation of reliable financial information. Notably, there were no incidents of fraud during the year under review.

The company maintains effective internal financial controls concerning its financial statements. These controls were evaluated throughout the year, with no material weaknesses in design or operation identified. The effectiveness of these systems and procedures is regularly audited, reviewed, and monitored by the Audit Committee of the Board of Directors.

INVESTMENTS

The Company has three unlisted associate companies: Nicco Jubilee Park Limited, Nicco Engineering Services Limited and Nicco Parks Leisure Projects Private Limited, as defined under Section 2(6) of the Act. Additionally, the Company maintains an investment in Nandan Park Ltd, which operates an amusement park in Dhaka, Bangladesh.

In accordance with Section 129(3) of the Act and Rule 5 of the Companies (Accounts) Rules, 2014, a statement highlighting the key features of the financial statements of the Company’s associates is included in Form AOC-i, attached to the Company’s financial statements.

Share Capital

As of March 3i, 2024, the paid-up share capital was Rs. 468 lakhs. During the year under review, the company did not issue shares with differential voting rights, nor did it grant any stock options or sweat equity. Additionally, as of March 31, 2024, none of the Directors of the Company held any instruments convertible into equity shares.

Fixed Deposits

Your Company has not accepted any public deposits that fall under the provisions of Section 73 of the Companies Act, 2013, and the associated rules.

Particulars of Loans, Guarantees or Investments

During the year under review, your company did not provide any loans, guarantees, or make any investments under Section 186 of the Companies Act, 20i3.

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

During the year under review, the Company did not undertake any share buybacks, issue shares with differential voting rights, issue Sweat Equity Shares, or implement any Stock Option Scheme for its employees.

Statutory & legal matters

No significant or material orders have been issued by any regulators, courts, or tribunals that would affect the Company’s going concern status or future operations.

The Company has prepared its Financial Statements for the fiscal year ending March 31, 2024, in accordance with Sections 129, 133, and Schedule III (Division II) of the Companies Act, 2013, as well as the Companies (Indian Accounting Standards) Amendment Rules, 2016.

The Company has adopted Indian Accounting Standards (referred to as ‘Ind-AS’) effective April 1, 2017, for all periods up to and including the year ended March 31, 2024.

According to the Joint Sector Agreement (JSA) dated February 23, 1990, between The National Insulated Cable Company of India Limited (now Nicco Corporation Limited) (NCL under liquidation), West Bengal Tourism Development Corporation Limited (WBTDCL), and West Bengal Industrial Development Corporation Limited (WBIDCL), the Company’s land used for the Amusement Park and F&B and other recreational operations was allocated to the Company for an initial period of 33 years, with an option for renewal for two additional terms.

However, due to the liquidation proceedings against NCL, the shares held by them have been transferred, rendering the JSA ineffective and inoperative. Additionally, the first 33-year lease term, as per the agreement dated July 5, 1991, between the Governor of West Bengal and the Company, expired on February 23, 2023.

The Company has submitted an application for the renewal of the lease agreement to the Department of Tourism, Government of West Bengal, via a letter dated October 11, 2022. This application is currently under review, and the lease tenure is anticipated to be extended. In the interim, operations and related arrangements are being maintained as per the terms of the original agreement, and the audited financial statements continue to be compiled on a Going Concern Basis.

Material changes & commitments occurring after the end of financial year

No material changes or commitments affecting the Company’s financial position have occurred between the end of the financial year covered by the attached financial statements and the date of this report.

Conservation of energy & technology absorption

In alignment with our long-term sustainability objectives, your company has embraced a comprehensive triple bottom line approach, emphasizing economic, environmental, and social returns. This forward-thinking strategy has significantly enhanced our environmental awareness, driving our commitment to reducing our carbon footprint and mitigating greenhouse gas emissions.

Though our operations are not particularly energy-intensive, our management remains deeply committed to energy conservation. We actively seek out and implement alternative energy sources, adhering to stringent energy-saving practices across all levels of our operations. This dedication extends to maintaining an eco-friendly environment within our park, reflecting our broader commitment to sustainable and responsible management.

At present, the company does not hold any Technology Agreements.

Whistle blower policy / vigil mechanism

In compliance with Section 177 of the Companies Act, 2013 and its associated rules, as well as Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has established a ‘vigil mechanism’ for directors and employees. This system enables them to report genuine concerns regarding any issues related to the company’s operations and conduct.

The mechanism ensures robust protection against any form of retaliation or victimization of those who utilize it and grants direct access to the Chairman of the Audit Committee. However, it is important to note that this mechanism does not absolve employees of their confidentiality obligations nor does it permit the submission of malicious or unfounded allegations.

Throughout the year under review, no Directors, employees, business associates, or vendors were denied access to the Chairman of the Audit Committee. The details of this policy are available on the Company’s website at https://niccoparks.com/wp-content/uploads/formidable/ WHISTLE-BLOWER-POLICY.pdf.

Compliance with secretarial standards on board and general meetings

The Directors affirm that the Company has adhered to the relevant Secretarial Standards, specifically SS-1 and SS-2, which pertain to ‘Meetings of the Board of Directors’ and ‘General Meetings,’ respectively. The Company has implemented robust systems to ensure full compliance with these Secretarial Standards as issued by The Institute of Company Secretaries of India.

Listing

The equity shares of the Company remain listed on the Bombay Stock Exchange (BSE). For the fiscal year 2023-24, the Company has duly paid the necessary listing fees to the Stock Exchange.

Delisting

The Board of Directors of the Company at its Meeting held on 8^th August, 2022 approved, inter alia, a proposal for voluntary delisting of the Company’s equity shares from Calcutta Stock Exchange (“CSE”) only (Scrip Code: 024071) as there has been no trading in the Equity Shares of the Company listed on CSE for several years. CSE did not have nationwide trading terminal. Hence, such listing was serving no useful purpose. Accordingly, the Equity Shares of the Company were delisted from CSE only w.e.f. 31st March, 2023 in response to the application made by the Company with CSE Limited for voluntary delisting of its equity shares pursuant to Regulations 5 and 6 of the SEBI (Delisting of Equity Shares) Regulations, 2021. The Equity Shares of the Company continue to remain listed on BSE Ltd.

Investor Education and Protection Fund (IEPF)

In accordance with the provisions of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 (“the IEPF Rules”), the Company is required to transfer all unpaid or unclaimed dividends to the Investor Education and Protection Fund (IEPF) established by the Government of India after a period of seven years. Additionally, shares on which dividends have remained unpaid or unclaimed by shareholders for seven consecutive years or more must also be transferred to the demat account of the IEPF Authority.

As on March 31, 2024, the Company has transferred 7,20,605 equity shares, representing 1.54% of the total paid-up share capital, to the designated demat account of the IEPF Authority. During the year under review, the Company also transferred Rs. 3,82,845 & Rs. 1,92,125 as unclaimed dividends related to FY 2015-16 (Interim and Final Dividends) & FY 2016-17 (Interim Dividends) to the IEPF Authority respectively.

The details of the Unpaid Dividend lying in the Unpaid Dividend Account in respect of the last seven year due for transfer to the IEPF are detailed hereinbelow:-

Balance of Unpaid Dividend as on 1st April, 2024:-

Date of Declaration	Financial Year	Date of Transfer to Unpaid Dividend	Amount*	Due Date for Transfer to IEPF
		Account
07.08.2017 (Final Dividend)	2016-17	13.09.2017	1,83,014.25	i3.09.2024
09.02.2018 (Interim Dividend)	2017-18	18.03.2018	1,92,447.60	i8.03.2025
09.08.2018 (Interim Dividend)	2018-19	15.09.2018	1,52,680.20	i5.09.2025
03.11.2018 (Interim Dividend)	2018-19	10.12.2018	1,64,839.80	i0.i2.2025
12.02.2019 (Interim Dividend)	2018-19	21.03.2019	i,45,3i6	2i.03.2026
27.09.2019 (Final Dividend)	2018-19	03.11.2019	1,30,155 6	03.ii.2026
26.07.2019 (Interim Dividend)	2019-20	01.08.2019	1,20,758.20	0i.08.2026
31.10.2019 (Interim Dividend)	2019-20	07.12.2019	1,28,203	07.i2.2026
12.02.2020 (Interim Dividend)	2019-20	20.03.2020	1,54,266.60	20.03.2027
08.08.2022 (Interim Dividend)	2022-23	14.09.2022	2,08,597	i4.09.2029
03.11.2022 (Interim Dividend)	2022-23	10.12.2022	i,43,542	i0.i2.2023
03.02.2023 (Interim Dividend)	2022-23	22.03.2023	99,i28.75	22.03.2030
18.09.2023 (Final Dividend)	2022-23	19.10.2023	i,75,34650	i9.i0.2030
14.08.2023 (Interim Dividend)	2023-24	24.09.2023	i,65,5i6.50	24.09.2030
09.11.2023 (Interim Dividend)	2023-24	28.12.2023	^04,469.9	28.i2.2030
13.02.2024 (Interim Dividend)	2023-24	2i.03.2024	8,84,408	2i.03.203i

Foreign exchange earnings and outgo

The Park has hosted foreign visitors; however, no distinct record is kept of earnings from these visitors, as they pay entry fees and other expenses in Indian Rupees. During the financial year ending March 31, 2024, the total foreign currency expenditure was Rs. 71.07 lakhs, primarily for the purchase of components and spares. Foreign currency earnings amounted to Rs. 109.45 lakhs, generated from the sale and supply of rides and components.

Complaints received by the sexual Harassment Committee

The Company has established a policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (14 of 2013). An Internal Complaints Committee (ICC) has been formed to address any complaints related to sexual harassment. This policy applies to all employees, including permanent, contractual, temporary staff, and trainees.

During the year under review, no complaints were received.

Details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016

The Company did not file any applications or have any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2023-24.

Details of settlement with Banks or Financial Institutions

The company did not obtain any new loans from Banks and Financial Institutions during the Financial Year 2023-24, nor did it make any settlements on existing loans with these institutions during this period.

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 134(3)^) and Schedule IV of the Companies Act, 2013.

According to Regulation 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 18.03.2024, to inter alia, review and evaluate the performance of the NonIndependent 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 key objectives of the Board Evaluation process were to ensure that the Board & various Committees of the Board have appropriate composition of Directors and they have been functioning to achieve common business goals of your company.

The Directors carried out the performance evaluation in a confidential manner and provided their feedback on a rating scale. The performance evaluation feedback was collated and sent to the Chairman of Nomination & Remuneration Committee. The performance evaluation was discussed at a separate meeting of the Independent Directors held on 18.03.2024 and the summary of performance evaluation was later tabled at the Nomination & Remuneration Committee Meeting held on 25.04.2024. The Nomination & Remuneration Committee forwarded their recommendation based on the inputs received on performance evaluation to the Board of Directors at its meeting held on 03.05.2024 and the Directors were satisfied by the constructive feedback obtained from their Board colleagues.

Attributes, Qualifications & Independence of Directors and their Appointment

The skills, expertise, and competencies of the Directors, as recognized by the Board, are detailed in the ‘Report on Corporate Governance’ section of the Directors’ Report. Ms. Nandini Chakravorty, IAS (DIN: 01281290), who serves as the Chairperson & Nominee Director, joined the Board during the Financial Year 2023-2024. Following her appointment, Ms. Chakravorty was thoroughly familiarized with the Company’s business operations. She brings a wealth of skills, expertise, and competencies that align with the needs identified by the Board, and further details are outlined in the Corporate Governance Report.

Ms. Nandini Chakravorty, IAS (DIN: 01281290), and Mr. Ramapadhran Arjun, IAS (DIN: 10191077), were appointed to the Board at the meeting held on May 29, 2023, to fill the positions of the outgoing Directors, Dr. Saumitra Mohan, IAS, and Mr. Ritendra Narayan Basu Roy Choudhury, IAS, respectively. Both new Directors underwent a comprehensive orientation to understand the Company’s business operations following their appointment.

Directors are appointed or re-appointed with the approval of the Members, adhering to statutory requirements as determined by the Board. It is important to note that Independent Directors are not subject to retirement by rotation.

The Independent Directors of the Company have affirmed that they meet the criteria for independence as outlined in Section 149 of the Companies Act and Regulation r6(r)(b) of the Listing Regulations 2015. Additionally, in compliance with Regulation 25(8) of the Listing Regulations 2015, they have confirmed that there are no circumstances or situations that could impair or affect their ability to discharge their duties with objective independent judgment and without external influence.

Auditors and Auditor’s Report

Your Company’s Statutory Auditor i.e. Messrs. Lodha & Co, Chartered Accountants were appointed at the 30th Annual General Meeting held on 27th September, 2019 and shall hold office until the conclusion ofthe 35th 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.

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.

The Company has received consent and confirmation from Messrs. Lodha & Co, Chartered Accountants, for their re-appointment as Statutory Auditors. They have also provided a certificate confirming that their re-appointment, if approved, would comply with all conditions set forth in the Companies Act, 2013, and the Companies (Audit & Auditors) Rules, 2014, and that they are not disqualified for re-appointment. Consequently, the Board of Directors recommends the re-appointment of Messrs. Lodha & Co, Chartered Accountants, as Statutory Auditors for a term of five years.

Audit Committee

The Audit Committee consists of three Directors, all of whom are Independent Directors. Throughout the year under review, the Board accepted all recommendations made by the Audit Committee.

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 Company’s official website at https://niccoparks.com.

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules, for the year ended March 31, 2024, the Company had spent Rs.19.00 lakhs towards its CSR obligations.

Details of the CSR contribution during the year form part of the Report in Annexure I.

Secretarial Audit

In accordance with Section 204 of the Companies Act, 2013, and the relevant rules, Mr. P.V. Subramanian (C.P. No. 2077; ACS-4585), Company Secretary in Whole-time Practice, was appointed as the Secretarial Auditor for the year 2023-2024. The Secretarial Auditor’s report, prepared in the prescribed form no. MR 3, is enclosed as Annexure II.

Extract of Annual Return

As per the requirements of Section 92(3) and 134(3)^) of the Companies Act, 2013 and Rules framed thereunder, the annual return in form MGT-7 for FY 2023-2024 is uploaded on the website of the Company and the same is available on https://niccoparks.com/corporates/

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 -III.

Management Discussion & Analysis Reports

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

Corporate Governance

The Principles of good Corporate Governance as prescribed by the Listing Agreements of the relevant Stock Exchanges alongwith a Certificat of Compliance issued by a Practicing Company Secretary forms part of the Annual Report 2023-2024 in Annexure - V.

Green Initiatives

As a committed corporate citizen, the Company wholeheartedly supports the “Green Initiative” promoted by the Ministry of Corporat Affairs, Government of India. This initiative facilitates the electronic delivery of documents, including the Annual Report, to shareholders vi the email addresses they have previously registered with depositories and registrars.

To further our commitment to environmental sustainability, we urge all members who have not yet registered their email addresses to do s with the Company’s registrar and share transfer agent or depositories. This will ensure that you receive all communications, including annua reports, notices, and circulars, electronically.

In line with MCA and SEBI Circulars, please note that the Notice of the 35th AGM and the Annual Report for the financial year ending March 31, 2024, including the Audited Financial Statements for the year 2023-2024, will be sent exclusively via email to the Members. W> encourage you to take this step towards a greener future.

Acknowledgement

The Board of Directors expresses heartfelt gratitude to all employees, the State Government, relevant State Departments and Agencies Nominee Directors, Independent Directors, members, government authorities, banks, customers, and other stakeholders. Their unwavering commitment, invaluable support, and exceptional cooperation have been instrumental in the company’s notable success.

We attribute this achievement to the tireless efforts and dedication of our employees, who consistently strive for excellence and exceei expectations.

We also extend our appreciation to the State Government and its Departments and Agencies for their ongoing collaboration, recognizing their essential role in our accomplishments.

Furthermore, the Board acknowledges the significant contributions of the Government Nominee Directors and Independent Directors valuing their expertise, dedication, and commitment to the company’s prosperity.

Our heartfelt thanks extend to all members, government authorities, banks, customers, and stakeholders for their invaluable encouragemen and support. Their unwavering assistance is deeply valued, and the Board looks forward to continued prosperity with their ongoing supporl

For & On behalf of the Board of Directors

NICCO PARKS & RESORTS LIMITED

S/d S/d

Anand Chatrath Rajesh Raisinghani

Registered Office: Independent Director Managing Director & CEO

‘Jheel Meel’, DI^-00234885 (DIN:-07i37479)

Sector IV, Salt Lake City,

Kolkata - 700 106 Date: August 09, 2024

---

Mar 31, 2018

Dear Members,

The Board of Directors are pleased to present the Company’s 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 Bowler’s 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 ‘Happy Circus Mirror Maze’(Mirror Maze)was inaugurated by the children visitors in presence Sheroo & his friends on December 15, 2017 in a gala event at ‘Nicco Parks’. 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 ‘Water Toy Ride’ and ‘Rainbow Slide’ 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 Directors’ Report.

Board of Directors

1. Composition of the Board

Your Company’s 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.

Director’s 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 Company’s ‘People philosophy’ 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 company’s 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 Company’s 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 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. 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 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).

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 Company’s 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 ‘Ind-AS’), 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 it’s 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 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 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 Company’s 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 ‘Meetings of the Board of Directors’ and ‘General Meetings’, 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 Auditor’s 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 Company’s 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 Company’s 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 Board’s 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 employee’s 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 Boards’ 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 ‘Green Initiative’, Members who have not registered their email addresses are requested to register the same with the Company’s 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

‘Jheel Meel’, 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

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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%	7°	70
	-	-
Dividend Tax	15	29
Transfer to General Reserve	20	20
Net Surplus (After Appropriations)	2211	I77I
	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, Bowler’s 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 ‘Sky Diver’ ride was commissioned on November 30, 2016 in a gala event at ‘Nicco Parks’. The inauguration of the new ride also coincided with the ‘Silver Jubilee Celebrations’ of the operations of the park. The popularity of the ‘Sky Diver’ 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 “Game Zone” and the adjoining renovated “Food Court” instantly caught the attention of the visitors. The indoor “Game Zone” offering a number of exciting & challenging rides and games is fun and full of activities for visitors of all ages. The trendy & new-look “Food Court” 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 Directors’ 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.

Director’s 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 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 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.

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 Company’s ‘People philosophy’ 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.

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 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/- 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.

The company’s 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 www.niccoparks.com.

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 arm’s 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 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. 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 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

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).

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

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 up to 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 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 Board’s 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 Company’s 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 Company’s 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

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 employee’s 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 Boards’ Report in Annexure VI.

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

‘Jheel Meel’,

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)

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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 Bowler’s 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 ‘Wet-O-Wild’ water park and to increase repeat visits, ‘Pirate Bay’, the latest addition to the ‘Wet-O-Wild’ 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 ‘Silver Jubilee Year’ 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 ‘Interim Dividend’ @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 ‘Interim Dividend’, recommended a ‘Final Dividend’ @ 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 ‘Final Dividend’ 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 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India. The audited Consolidated Statements together with Auditors’ 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 Directors’ 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*
						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	—
4.	Mr. Sujit Poddar	Independent, Non-Executive	6	2	-	1	—
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	—	-	2
7.	Ms. Pallavi P. Kaul	Vice-Chairman, Non Independent, Non-Executive	3	-	-	—	—
8.	Mr. Tapan Chaki	Independent, Non-Executive	1	_	-	1	—
9.	Mr. Rajat Kumar Bose	Nominee of WBTDC, Non Independent, Non-Executive	1	-	-	—	—
10.	Mr. Abhijt Dutta	Managing Director & CEO, Non-Independent, Executive	1	-	-	1	—

* 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
1.	Mr. Anand Chatrath	Non - Executive, Independent Director	Chairman	3	21,000/-
2.	Mr. Rajive Kaul	Non - Executive Director	Member	4	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
3.	Mr. Sujit Poddar	Non - Executive, Independent Director	Member	4	28,000/-
4.	Mr. Tapan Chaki	Non - Executive, Independent Director	Member	3	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.

Company’s 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.

The company’s 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 www.niccoparks.com.

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 investor’s 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).

Director’s 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 Company’s 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 Auditor’s 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 arm’s 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

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.

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

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

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).

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

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 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.

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

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 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

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 Boards’ Report in Annexure - VI.

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

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

‘Jheel Meel’,

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

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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

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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

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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

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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