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Nicco Parks & Resorts Ltd

BSE: 526721 | NSE: ISIN: INE653C01022
Market Cap: [Rs.Cr.] 202.64 Face Value: [Rs.] 1
Industry: Recreation / Amusement Parks

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Director's Report

For the Financial Year ended 31st March 2015

Dear Members,

Your 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:

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.

Board Of Directors

a. Composition of the Board

As on 31st March, 2015, 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:

Name of director Category of directors

No. Of other directorship held (excluding foreign companies, pvt ltd companies & companies u/s 8 of the companies act, 2013)

No. Of other board committee(s) in which he/she is a member*

No. Of other board committee(s) in which he/she is a

No. Of other committee(s) of the board of the company in which he/she is*

Chairperson*

Member

Chair person

1. Mr. A. R. Bardhan1 Chairman, Nominee of Government of West Bengal, Tourism Department, NonIndependent, Non-Executive
2. Mr. Rajive Kaul Non-Independent, Non-Executive

6

-

1

2

-

3. Mr. Sunil Mitra Independent, Non-Executive

7

4

1

1

-

4. Mr. Sujit Poddar Independent, Non-Executive

7

2

-

1

-

5. Mr. Arnab Roy Nominee of Government 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-Chairperson, NonIndependent, Non-Executive

3

-

-

-

-
8. Mr. Tapan Chaki Independent, Non-Executive

1

-

-

1

-
9. Mr. Rajat Kumar Bose2 Nominee of WBTDC, NonIndependent, 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.

Notes:

1. Mr. A. R. Bardhan, Nominee of Government of West Bengal, Tourism Department, was appointed as an Additional Director of the Company & designated as the Chairman on the Board of Directors of the Company with effect from 30th March, 2015 in place of Mr. S. N. Menon. Mr. Bardhan shall hold office upto the date of the ensuing Annual General meeting of the Company.

2. Mr. Rajat Kumar Bose, Nominee of West Bengal Tourism Development Corporation Limited, was appointed as an Additional Director of the Company with effect from 7th November, 2014 in place of Mr. Bhishmadeb Dasgupta. Mr. Bose shall hold office upto the date of the ensuing Annual General meeting of the Company.

B. Meetings, Attendance & Sitting Fees

a. Four meetings of the Board of Directors were held during the financial year ended 31st March, 2015. These were held on:

(i) 13th May, 2014, (ii) 12th August, 2014, (iii) 7th November, 2014 and (iv) 10th February, 2015

b. The attendance record of each of the Directors at the Board Meeting(s) during the financial year ended 31st March, 2015 and at the last Annual General Meeting (AGM) is as under:

Name of Director Number of Board meetings attended attendance at the last AGM held on 12 th august, 2014 sitting fees (in Rs.paid to the directors for attending Board meetings
1. Mr. A. R. Bardhan1 - NA -
2. Mr. Rajive Kaul 4 Yes 28,000/-
3. Mr. Sunil Mitra 4 Yes 28,000/-
4. Mr. Sujit Poddar 4 Yes 28,000/-
5. Mr. Arnab Roy 2 No 14,000/-
6. Mr. Anand Chatrath 4 Yes 28,000/-
7. Ms. Pallavi P. Kaul 1 Yes 7,000/-
8. Mr. Tapan Chaki 4 Yes 28,000/-
9. Mr. Rajat Kumar Bose2 - NA -
10. Mr. Abhijit Dutta3 4 Yes NA

Notes:

1. Mr. A. R. Bardhan, Nominee of Government of West Bengal, Tourism Department, was appointed as an Additional Director of the Company & designated as the Chairman on the Board of Directors of the Company with effect from 30th March, 2015 in place of Mr. S. N. Menon and Mr. Bardhan shall hold office upto the date of the ensuing Annual General meeting of the Company.

The nomination of Mr. S. N. Menon, Nominee of Government of West Bengal, Tourism Department, was withdrawn by the nominating authority with effect from 30th March, 2015. However, due to prolonged illness, Mr. S. N. Menon, Chairman, could not attend the Board meetings held during the year 2014-2015.

2. Mr. Rajat Kumar Bose, Nominee of West Bengal Tourism Development Corporation Limited, was appointed as an Additional Director of the Company with effect from 7th November, 2014 in place of Mr. Bhishmadeb Dasgupta and Mr. Bose shall hold office upto the ensuing Annual General meeting of the Company.

The nomination of Mr. Dasgupta, Nominee of West Bengal Tourism Development Corporation Limited, was withdrawn by the nominating authority with effect from 7th November, 2014. During the year 2014-2015, Mr. Dasgupta did not attend any meeting.

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

4. 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:- •

Name of the Committee Member Designation Chairman/mebers Meetings held & attended Sitting fees paid (in ') to the members for attending committee meetings
1. Mr. Anand Chatrath Non - Executive, Independent Director Chairman 4 28,000/-
2. Mr. Rajive Kaul Non - Executive Director Member 4 28,000/-
3. Mr. Sujit Poddar Non - Executive, Independent Director Member 4 28,000/-
4. Mr. Tapan Chaki Non - Executive, Independent Director Member 4 28,000/-

• 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, 2015 on (i) 13th May, 2014; (ii) 12th August, 2014; (iii) 7th November, 2014 & (iv) 10th February, 2015.

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 12 th August, 2014 and the Audit Committee was empowered by the Board of Directors to monitor the same 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:-

Name of the Committee Member Designation Chairman/Member
1. Mr. Sujit Poddar Non- Executive, Independent Director Chairman
2. Mr. Rajive Kaul Non- Executive Director Member
3. Mr. Anand Chatrath Non- Executive, Independent Director Member
4. Mr. Tapan Chaki Non- Executive, Independent Director Member

• The Nomination & Remuneration Committee did not hold any meeting during the financial year ended 31st March, 2015.

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

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 Rs.7,000/- 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 was approved by the Board at its meeting held on May 13, 2014.

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:-

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 47(a) of the Listing Agreement with the Stock Exchanges acts as the Secretary to the Committee.

• During the Financial Year 2014-2015, the Company had received 3 investors’ complaints, all of which were disposed off to the satisfaction of the complainants. As on 31st March, 2015 there were no shares pending transfer and nil complaints pending to be resolved.

• The committee held 13 meetings during the Financial Year 2014-2015.

• The total sitting fees paid to the committee members for attending the committee meetings during the financial year ended 31st March, 2015 was Rs.2,38,000. 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 has constituted a Corporate Social Responsibility Committee at its meeting held on 16th May, 2015.

The Composition of the Committee is as follows:

Name of the committee member Designation Chairman/Member
1. Mr. Sujit Poddar Non-Executive, Independent Director Chairman
2. Mr. Tapan Chaki Non-Executive, Independent Director Member
3. Mr. Rajive Kaul Non-Executive Director Member
4. Ms. Pallavi P. Kaul Non-Executive Director Member
5. Mr. Rajat Kumar Bose Nominee Director, West Bengal Tourism Development Corporation Limited Member

Your Company hopes to take up CSR activities in the coming year towards meeting its obligations on CSR spend under the Companies Act, 2013.

Awards and Recognition

During the year your company won the award for Best Innovative Ride (Indigenously Manufactured) - ‘Crazy Tea Party’, at the Indian Association of Amusement Park & Industries (IAAPI) National Awards for Excellence 2015 held at Mumbai on February 12, 2015. The ride was designed and manufactured by in-house Project team.

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.

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 25th Annual General Meeting held on 12th August, 2014 and shall hold office until the conclusion of the forthcoming Annual General Meeting and being eligible are recommended for re-appointment at the forthcoming Annual General Meeting and the authority be given to the Board to fix their remuneration.

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 Auditors 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 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 is enclosed as Annexure I. 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 2014-15.

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 2014-2015. As on 31st March, 2015, the number of people employed by the Company was 222.

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 an

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Key Information

Key Executives:

Rajive Kaul , Director

Sujit Poddar , Director

Anand Chatrath , Director

Pallavi Priyadarshini Kaul , Vice Chairperson


Company Head Office / Quarters:

Jheel Meel Sector IV,
Salt Lake City,
Kolkata,
West Bengal-700106
Phone : West Bengal-91-033-66285549/66285509 / West Bengal-
Fax : West Bengal-91-033-23572116 / West Bengal-
E-mail : niccopark@niccoparks.com
Web : http://www.niccoparks.com

Registrars:

R & D Infotech Pvt Ltd
7A Betala Road,1st Floor, ,Kolkata - 700 026

 
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