nicco parks resorts ltd Directors report

For the Financial Year Ended 31st March 2023

Dear Members,

Your Board of Directors present the Companys Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March 2023.

Standalone & Consolidated Financial Results

(Rs in Lakhs)

PARTICULARS	Year ended 31.03.2023	Year ended 31.03.2022	Year ended 31.03.2023	Year ended 31.03.2022
	(Standalone)	(Standalone)	(Consolidated)	(Consolidated)
Profit/Loss Before Interest, Depreciation & Exceptional Items	3191	809	3191	809
Less : Finance Cost	(30)	(33)	(30)	(33)
Profit/Loss before Depreciation & Exceptional Items	3161	776	3161	776
Less : Depreciation & Amortisation Expenses	(224)	(253)	(224)	(253)
Profit/Loss before Share of Profit of Associates, Exceptional Items & Tax	2937	523	2937	523
Add : Share of Profit of Associates	-	-	307	100
Profit/Loss before Exceptional items & Tax	2937	523	3244	623
Tax Expenses/ (Credit)
Less: Deffered Tax	718	111	990	136
Profit/Loss for the Year	2219	412	2254	487
Add : Balance of Retained Earnings Brought Forward from Previous Year	3293	2838	4389	3897
Less: Other Comprehensive Income (OCI)	(87)	42	(93)	5
Net Surplus (Before Appropriations)	5425	3290	6550	4389
Appropriations :
Less: Transfer to General Reserve	-	-	-	-
Less: Payment of Interim Dividends	(538)	-	(538)	-
Less: Payment of Final Dividend	-	-	-	-
Balance of Retained Earnings	4887	3290	6012	4389

State of Company Affairs as on March 31, 2023

As a result of the relaxation of COVID-19 guidelines and the pent-up demand for leisure and entertainment activities, your Company saw a significant increase in visitor levels during the fiscal year under review. The extreme warm and humid weather conditions also amplified the pent-up demand, leading visitors to prefer the waterpark as their destination of choice. A total of 14.45 lakhs people visited Nicco Park, with 6.16 lakhs visiting the waterpark and 5.79 lakhs visiting the main park. Nicco Super Bowl & Other Recreational Facility also registered healthy growth in footfall.

As a result of this heightened demand, both the food and beverage segment and the park segment experienced robust revenue generation during the first two quarters of the 2022-2023 financial year. The increased footfall translated into greater patronage for the Companys park offerings, contributing to the overall financial performance of the Company. Following the relaxation of COVID restrictions, the removal of travel limitations, and the easing of public gathering regulations, there was a surge in bookings for events, ceremonies, and parties. This resulted in the ‘Other Recreational Facility experiencing a rebound, reaching pre-pandemic levels.

While the first three quarters of the financial year 2022-2023 witnessed an exceptional rise in footfall and financial success, the final quarter experienced a slight decline in both footfall and revenue. This can be attributed to the natural dissipation of pent-up demand over time. As the initial excitement subsided and other entertainment options became available, footfall levels gradually decreased.

During the fiscal year 2022-2023, your Company achieved a total income of Rs. 7904 lakhs. The income generated from entry and rides amounted to Rs. 5269 lakhs, while the income from other recreational facilities reached Rs. 1010 lakhs. Additionally, the food and beverage segment contributed Rs. 836 lakhs, and rental sales at the waterpark generated Rs. 264 lakhs. Unallocable income was Rs. 297.78 lakhs, with project income standing at Rs. 63 lakhs.

Owing to the outstanding performance in every segment, your Company attained a remarkable PBDIT (Profit Before Depreciation, Interest, and Tax) of Rs. 3191 lakhs and achieved an all-time highest PAT (Profit After Tax) of Rs. 2219 lakhs.

The Board of Directors of the Company declared and paid three interim dividends in the financial year 2022-2023. These dividends were distributed at a rate of 50% (0.50 paise per share of face value Rs. 1), 40% (0.40 paise per share of face value Rs. 1), and 25% (0.25 paise per share of face value Rs. 1) respectively, during the first, second, and third quarters of financial year 2022-2023.

To enhance the entertainment value for our visitors, Your Company introduced new rides and attractions. Two thrilling water slides, namely "Tornado Funnel" and "Thunder Bowl," were inaugurated at the waterpark on March 4, 2023.

The "Tornado Funnel" slide features a cone-shaped structure with a 40ft. diameter. Riders, on a raft, slide down from a 40ft. tower, entering a 260ft. tunnel, and experiencing a momentary zero-gravity sensation. The centrifugal forces keep the riders elevated on the wall through several turns, followed by exciting oscillations in the funnel before descending into a closed tunnel and splashing into a pool of clear water.

The "Thunder Bowl" ride, a popular attraction in water parks worldwide, involves two riders on a raft descending from a 40ft. tower through a 195ft. tunnel. They enter a large 40ft. diameter bowl, experiencing two exhilarating circular revolutions, before exiting onto a soft landing.

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 parks growth and success.

The industry is expected to benefit from the growth in disposable income, as individuals seek out entertainment and leisure activities. Urbanization plays a significant role as well, with increasing urban populations creating a larger consumer base for amusement parks. Additionally, the growth of tourism in India, both domestic and international, presents opportunities for parks to attract visitors from different regions.

Your Company remains committed to enhancing its offerings, improving guest experiences, and exploring new avenues for growth. Moving forward, your Company will focus on attracting a diverse audience, implementing innovative marketing strategies, and investing in new attractions to ensure the sustained success of your park. Your Company successfully rebounded from the challenges posed by the pandemic, achieving record-breaking footfall, turnover, and profitability. The positive momentum gained during this financial year sets the stage for long-term growth and success in the future.

Dividend & Transfer to Reserves

Owing to the exceptional financial performance of your Company in the year under review, the Board of Directors of your Company, declared & paid three interim dividends in the financial year 2022-23, @ 50%(0.50 paise per share of face value Rs. 1), @ 40%(0.40 paise per share of face value Rs. 1), and @25%(0.25 paise per share of face value Rs. 1) per Equity Share each, at its meetings held on 8th August, 2022, 3rd November, 2022 and 13th February, 2023, respectively. No amount was transferred to reserves.

The Board of Directors of the Company at its meeting held on May 29, 2023 also recommended a final dividend @ 50% per Equity Share (0.50 paisa on an Equity share of par value of Re. 1 each). The dividends (Interim & Final) for the financial year March 31, 2023, aggregates to 165% per equity share (1.65 paisa on an Equity share of par value of Re. 1 each). The Final dividend, is subject to approval of the Members at the forthcoming Annual General Meeting (AGM) and shall be paid to the eligible Members of the Company within October 18, 2023.

An amount of Rs. 5,38,20,000 was paid as ‘Interim Dividends @ 115% per Equity Share, (Rs.1.15 paisa on an Equity share of par value of Re. 1 each) on 4,68,00,000 equity shares to eligible shareholders. Consequent to the approval of the members at the forthcoming AGM, an amount of Rs. 234 Lakhs is proposed to be paid towards ‘Final Dividend @ 50% per Equity Share (Rs. 0.50 paisa on an Equity share of par value of Re. 1 each). The payout towards Interim & Final dividend for the Financial Year 2022-2023, aggregates to Rs.7,72,20,000.

Consolidation of Financial Statements

In addition to the Standalone Financial Statements, we have in accordance with Section 129(3) of the Companies act 2013 read with rule (5) of companies Accounts, Rules, 2014 and IND-AS prepared Consolidated Financial Statements, for all its associates namely Nicco Jubilee Park Limited, Nicco Parks Leisure Projects Private Limited & Nicco Engineering Services Limited, which form 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, forms part of the Financial Statement.

Board of Directors

1. Composition of the Board

The composition of your Companys Board adheres to the requirements set forth in the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 (Listing Regulations), and the Articles of Association. The Board is appropriately structured, incorporating a diverse range of expertise, knowledge, and experience that aligns with the Companys operations.

As of March 31, 2023, the Board of Directors consisted of eleven members, with ten being Non-Executive and one being an Executive Director. The Chairperson of the Board represents the Government of West Bengal, 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 only Executive Director on the Board of Directors of the Company. Furthermore, the Board comprises six Independent Directors, including one-woman Independent Director.

All the Directors are distinguished individuals selected from various fields such as business, industry, finance, law, and administration, bringing valuable expertise to the table.

The details of the attendance of the directors in the meetings held during the Financial year 2022-2023 are mentioned hereinbelow:-

	MEETINGS OF THE BOARD OF DIRECTORS
SL. No NAMES OF DIRECTORS	27.05.2022	08.08.2022	03.11.2022	13.02.2023
1. Ms. Nandini Charkravorty, IAS1	N	NA	NA	NA
2. Dr. Saumitra Mohan, IAS2	NA	Y	Y	Y
4. Ms. Vandana Yadav, IAS	N	Y	N	Y
5. Mr. Ramapadhran Arjun, IAS3	NA	NA	NA	NA
6. Mr. Ritendra Narayan Basu Roy Choudhury, IAS3	Y	N	Y	N
7. Ms. Nayantara Palchoudhuri	Y	Y	Y	Y
8. Mr. Sujit Kumar Poddar	Y	Y	Y	Y
9. Mr. Dipankar Chatterji	Y	N	N	Y
10. Mr. Vijay Dewan	Y	Y	Y	N
11. Mr. Tapan Chaki	Y	Y	Y	Y
12. Mr. Anand Chatrath	Y	Y	Y	Y
13. Ms. Swati Gautam4	NA	NA	NA	NA
14. Prof. Ashok Banerjee	N	N	Y	N
15. Mr. Abhijit Dutta	Y	Y	Y	Y

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

Notes:

1. The Government of West Bengal, Department of Tourism, nominated Dr. Saumitra Mohan, IAS, as a Director on the Companys Board, replacing Ms. Nandini Chakravorty, IAS. This nomination was received through Notification No: 914-PAR(IAS)/7P-176/2011 dated 02.06.2022, and Dr. Mohan, IAS, was appointed on the Board w.e.f August 8, 2022.

2. Upon conclusion of the financial year 2022-2023, 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 the Chairperson and nominee of the Government of West Bengal, Department of Tourism, replacing the outgoing Director, Dr. Saumitra Mohan, IAS. Her appointment as a Director on the Board became effective on May 29, 2023.

3. 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 out going Director, Mr. Ritendra Narayan Basu Roy Choudhury, IAS. His appointment as a Director on the Board became effective on May 29, 2023.

4. The Liquidator of Nicco Corporation Ltd (under Liquidation) had nominated, Ms. Swati Gautam & Prof. Ashoke Banerjee on the Board of the Company vide Nomination letter dated 03.11.2018 & 02.02.2021, respectively. Ms. Swati Gautam tendered her resignation from the Board of Directors of Company vide email dated May 27, 2022.

Meetings

Four meetings of the Board of Directors were held during the financial year ended 31st March, 2023. These were held on: (i) 27.05.2022 (ii) 08.08.2022 (iii) 03.11.2022 & (iv) 13.02.2023 respectively.

2. Committees of the Board

As on March 31, 2023, 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. A majority of the committees consists entirely of Independent Directors. During the year, all recommendations made by the committees were approved by the Board and the list of Committee members is available on the website of our Company i.e https://niccoparks.com/wp-content/ uploads/formidable/23/LIST-OF-DIRECTORS-VARIOUS-COMMITTEES.pdf

The details of the attendance of the Directors in the Committee meetings held during the Financial year 2022-23 are mentioned hereinbelow:-

SL. NO NAMES OF DIRECTORS	AC*1		NRC*2		CSR*3		SRC*4
	Held	Attended	Held	Attended	Held	Attended	Held	Attended
1. Mr. Sujit Kumar Poddar	6	5	4	4	1	1	NA	NA
2. Mr. Tapan Chaki	6	6	4	4	1	1	1	1
3. Mr. Anand Chatrath	6	6	4	4	NA	NA	1	1
4. Mr. Dipankar Chatterji	NA	NA	4	4	1	N	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

[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 Kumar 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.

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

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended March 31, 2023 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 Companys 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 31.03.2023 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 HRM team has played a crucial role in effectively managing the Companys human capital, prioritizing talent recruitment, development, and retention for organizational growth and strategic objectives. Efforts were focused on creating a positive work environment, enhancing employee well-being, and work-life balance through initiatives like employee engagement & wellness programs. Training and development programs were given importance to upskill the workforce. The team also addressed employee concerns, ensured compliance with labour laws, and maintained healthy employee relations. As on 31st March, 2023 number of people employed by the Company was 216. The IR situation continues to be peaceful.

Nomination & Remuneration policy

Based on the Nomination and Remuneration Committees recommendation, the Board has established a policy for the selection and appointment of Directors, senior management personnel, and their respective remuneration. The remuneration policy, along with the information regarding the remuneration paid during the year, is provided in the corporate governance section of the annual report.

The Companys Nomination & Remuneration policy is formulated in accordance with Section 178 of the Act read with the Regulation 19(4) of the Listing Regulations can be accessed on the Company website at the following link https://niccoparks.com/wp-content/uploads/ formidable/32/Nomination-Remuneration-Committee.pdf.

Risk Management & Mitigation

Considering the nature of the Companys services, a consistent awareness of the risks inherent in its business has been maintained. Various risks from different areas have been identified by the Company. To ensure effective risk assessment and mitigation, the Company has implemented a comprehensive Risk Management Framework. This framework establishes procedures to keep the Board members informed about risk assessment and minimization processes. In consultation with functional heads, the Board regularly evaluates the risk management framework to identify, assess, and mitigate major areas of risk associated with the Companys operations. The Company has implemented suitable structures to inherently monitor and control risks. Ongoing reviews of risk identification, risk assessment, and risk treatment procedures are conducted across all functions of the Company. Both the Audit Committee and the Board consistently review the Risk Management Framework on a regular basis.

Related Party Transaction

The Company has revised the policy on Related Party Transactions to include changes based on Companies (Meetings of Board and its Powers) Amendment Rules, 2021 and SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2022 and the revised policy was approved by the Board at its meeting held on May 27, 2022 and the same can be accessed on the Companys website at https://niccoparks.com/wp-content/uploads/formidable/32/Related-Party-Transaction-Policy.pdf.

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms Length Basis. All transactions entered into with related parties were approved by the Audit Committee. None of the transactions with related parties are material in nature or fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for the FY 2022-2023 and hence the same is not provided.

Necessary disclosures required under the Ind AS 24 have been made in the Notes to the Financial Statements for the year ended March 31, 2023.

Declaration by Independent Directors

Mr. Anand Chatrath (DIN: 00234885), Mr. Sujit Kumar Poddar (DIN: 00041438), Mr. Tapan Chaki DIN: 00235340), Mr. Dipankar Chatterji (DIN: 00031256), Mr. Vijay Dewan (DIN:00051164) & Ms. Nayantara Palchoudhuri (DIN:00581440), 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 read with Regulations 16(1)(b) & 25(8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 and the same have been noted by the Board.

DIRECTORS

Appointment/Re-Appointment/Cessation

Ms. Vandana Yadav, IAS (DIN:02202329), Nominee Director, West Bengal Industrial Development Corporation Ltd. and Prof. Ashok Banerjee, (DIN: 06884670), Non-Executive Director, retire 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. Yadav, IAS (DIN:02202329) and Prof. Banerjee, (DIN: 06884670) are mentioned in the Annexure - A to the Notice convening the 34th Annual General Meeting of the Company.

The Company has received a fresh nomination letter from Government of West Bengal, Department of Tourism vide Memo No: - 176-TM-15013(99)/9, dated 06.04.2023 for appointment of Ms. Nandini Chakravorty, IAS (DIN: 01281290), as Nominee Director in place of the outgoing Director i.e Dr. Saumitra Mohan, IAS. On the recommendations of the Nomination & Remuneration Committee (NRC), the Board of Directors of the Company appointed Ms. Nandini Chakravorty, IAS (DIN: 01281290) as Nominee Director & also designated her as the Chairperson of the Company w.e.f 29.05.2023.

The Company was also 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, West Bengal Tourism Development Corporation Limited (WBTDCL). The aforesaid notification also mentioned that Mr. Ramapadhran Arjun, IAS was appointed as Director Tourism & Managing Director, WBTDCL in place of outgoing Director i.e Mr. Ritendra Narayan Basu Roy Choudhury, IAS. On the recommendations of the Nomination & Remuneration Committee (NRC), the Board of Directors of the Company appointed Mr. Ramapadhran Arjun, (DIN:10191077) IAS as a Nominee Director of WBTDCL, effective May 29, 2023.

The Company vide a Postal Ballot Notice dated 29.05.2023 is in the process of seeking approval of the members towards the appointment of Ms. Nandini Chakravorty IAS (DIN: 01281290) & Mr. Ramapadhran Arjun, (DIN:10191077) IAS as Nominee Directors of the Company.

Vide the Postal Ballot Notice dated 29.05.2023 the Company is also seeking approval of the members to the appointment of Mr. Rajesh Raisinghani (DIN: 07137479) as an Additional Director of the Company and to designate Mr. Raisinghani (DIN: 07137479) as Managing Director & CEO of the Company effective July 1, 2023 consequent to the retirement of Mr. Abhijit Dutta (DIN: 00233374) on the close of business hours on 30.06.2023.

On the recommendations of the Nomination & Remuneration Committee (NRC) and in compliance with the provisions of Regulation 17(1A) of the SEBI (Listing Obligations & disclosure Requirements) Regulations, 2015 (as amended from time to time) the Board of Directors of the Company recommended a ‘special resolution, seeking approval of the Members of Company, with respect to continuation of the Directorship of Mr. Dipankar Chatterji (DIN: 00031256) post attaining the age of 75 Years, in his initial term as an Independent Director of the Company. The Members at the 33rd Annual General Meeting of the Company approved the continuation of Mr. Chatterji as an Independent Director of the Company.

Ms. Swati Gautam tendered her resignation, from the Board of Directors of Company vide email dated 27.05.2022.

The Board places on record its sincere appreciation for the immense contribution made by Dr. Saumitra Mohan, IAS, Mr. Ritendra Narayan Basu Roy Choudhury, IAS and Ms. Swati Gautam towards the growth and development of your Company.

Postal Ballot

Listed Companies are required to ensure that the approval of shareholders for appointment/re-appointment of a Director on the Board of Directors of the Company is taken at the next annual general meeting or within a time period of three months, whichever is earlier, from the date of appointment.

To expedite the process of seeking approval of the shareholders, the Company opted for a Postal Ballot in compliance with the requirements of the Companies Act, 2013 and also provided electronic voting (e-voting) facility to all its members in compliance with Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with the related Rules.

During the year under review, a Postal Ballot notice dated 03.11.2022 was circulated seeking approval of the members on an Ordinary resolution with respect to the re-appointment of Mr. Abhijit Dutta, (DIN: 00233374) as Managing Director & CEO w.e.f. 01.01.2023 for a term of six months, on the Board of Directors of the Company. The Postal Ballot Resolution with respect to extension of the tenure of Mr. Dutta as Managing Director was confirmed through e-voting, by the members on 24.03.2023.

Internal Financial Controls

Your Company has a system in place to ensure that financial and operational information is recorded properly and that it complies with all internal controls, regulations, and statutes. The internal financial control systems and procedures are appropriate for the Companys size and type of business. The goal of these procedures is to ensure the efficient use and protection of the Companys resources, the accuracy of financial reporting, and compliance with statutes and Company procedures. The existing system ensures the orderly and efficient conduct of business, including adherence to Company policies, the protection of assets, the prevention and detection of fraud and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information. There were no instances of fraud during the year under review.

Your Company has adequate internal financial controls in place with respect to the financial statements. These controls were tested during the year and no material weaknesses in design or operation were found. The internal financial control systems and procedures and their effectiveness are audited and reviewed on a regular basis and monitored by the Audit Committee of the Board of Directors of the Company on a periodic basis.

INVESTMENTS

The Company has three unlisted associate companies, namely Nicco Jubilee Park Limited, Nicco Engineering Services Limited & Nicco Parks Leisure Projects Private Limited, within the meaning of Section 2(6) of the Act. The Company continues to be invested in Nandan Park Ltd, operating an amusement park in Dhaka, Bangladesh.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys associates in Form AOC-1 is attached to the financial statements of the Company.

Share Capital

The paid up share capital as at 31st March, 2023 stood at Rs. 468 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, 2023 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 within the ambit of Section 73 of the Companies Act, 2013 and the rules framed thereunder.

Particulars of Loans, Guarantees or Investments

During the year under review, 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 Companys operations in future.

Your Company has prepared the Financial Statements for the financial year ended March 31, 2023 under Sections 129, 133 and Schedule III (Division II) to the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Amendment 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, 2023.

As per the Joint Sector Agreement ("JSA") dated 23.02.1990 executed between The National Insulated Cable Company of India Limited (now known as Nicco Corporation Limited) (NCL under liquidation), West Bengal Tourism Development Corporation Limited (WBTDC) and West Bengal Industrial Development Corporation Limited (WBIDC), the Companys land on which Amusement Park and F&B & other recreational operations are being carried out was made available to the Company for a period of 33 years with renewal clause for two more terms. Pursuant to liquidation proceedings against NCL, shares of the Company held by them has been transferred and thereby, the JSA as specified therein has become infructuous and inoperative. Moreover, the first tenure of the lease of 33 years vide agreement dated 05.07.1991 between Governor of the State of West Bengal and the Company expired on 28.02.2023. Necessary application for the renewal of lease agreement has been made with Department of Tourism, Government of West Bengal vide letter dated 11.10.2022, which is pending to be executed as on this date. Accordingly, steps have been initiated to formalise the aforesaid agreements so as to ensure continuity thereof in due course of time. The application for renewal is under active consideration and tenure of lease is expected to be extended. Pending this, operations and related arrangements have been considered as ongoing as per the terms and conditions provided in the above agreement and Audited Standalone & Consolidated Financial Statements has been continued to be made on Going Concern Basis.

Material changes & commitments occurring after the end of financial year

No material changes and/or commitments affecting the financial position of the Company had 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

Considering the long-term sustainability goals, Your Company has adopted a triple bottom line approach that focuses on economic, environmental, and social returns. This approach has heightened the Companys environmental consciousness, leading to a commitment to minimize carbon footprint and greenhouse effects. While the Companys operations may not be energy-intensive, the management recognizes the importance of energy conservation at all levels and seeks to utilize alternative energy sources. Strict norms are followed to conserve energy, and the Company is dedicated to maintaining an eco-friendly environment within the park.

Your Company does not currently have any Technology Agreement.

Whistle blower policy / vigil mechanism

In accordance with the provisions of Section 177 of the Companies Act, 2013 and the rules issued thereunder, as well as Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has a vigil mechanism in place for directors and employees. This mechanism allows Directors and employees to raise genuine concerns about any issue related to the organizations improper functioning.

The mechanism also provides adequate safeguards against the victimization of Directors and employees who use it. It also provides direct access to the Chairman of the Audit Committee. However, this does not release employees from their duty of confidentiality in the course of their work, nor can it be used to make malicious or unfounded allegations about a person or 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 Companys website at https://niccoparks.com/wp-content/uploads/formidable/ WHISTLE-BLOWER-POLICY.pdf.

Compliance with secretarial standards on board and general meetings

The Directors state that applicable Secretarial Standards i.e. SS-1 & SS-2 relating to ‘Meeting of 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 provisions of 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). The Company has paid the requisite listing fees to the Stock Exchange, where it is listed, for FY 2023-24.

Delisting

The Board of Directors of the Company at its Meeting held on 8th August, 2022 approved, inter alia, a proposal for voluntary delisting of the Companys equity shares from Calcutta Stock Exchange ("CSE") (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 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)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

As on date the Company has transferred 6,75,793 Equity Shares representing 1.44% of the total paid up share capital to the designated demat account of the IEPF Authority. During the year under review the Company has transferred Rs 3,42,295 as unclaimed dividend relating to F.Y 2014-15 interim dividend to IEPF Authority.

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, 2023:-

Date of Declaration	Financial Year	Date of Transfer to Unpaid Dividend Account	Amount*	Due Date for Transfer to IEPF
10.08.2016	2015-16	16.09.2016	1,88,986.5	16.09.2023
11.02.2017 (Interim Dividend)	2016-17	20.03.2017	1,92,123.75	20.03.2024
07.08.2017 (Final Dividend)	2016-17	13.09.2017	1,80,899.25	13.09.2024
09.02.2018 (Interim Dividend)	2017-18	18.03.2018	1,38,447.6	18.03.2025
09.08.2018 (Interim Dividend)	2018-19	15.09.2018	1,52,680.2	15.09.2025
03.11.2018 (Interim Dividend)	2018-19	10.12.2018	1,65,239.8	10.12.2025
12.02.2019 (Interim Dividend)	2018-19	21.03.2019	1,45,316	21.03.2026
27.09.2019 (Final Dividend)	2018-19	03.11.2019	1,30,755.6	03.11.2026
26.07.2019 (Interim Dividend)	2019-20	01.08.2019	1,20,958.2	01.08.2026
31.10.2019 (Interim Dividend)	2019-20	07.12.2019	1,28,803	07.12.2026
12.02.2020 (Interim Dividend)	2019-20	20.03.2020	1,55,066.6	20.03.2027
08.08.2022 (Interim Dividend)	2022-23	14.09.2022	2,08,597	14.09.2029
03.11.2022 (Interim Dividend)	2022-23	10.12.2022	1,45,142	10.12.2023
03.02.2023 (Interim Dividend)	2022-23	22.03.2023	10,79,033	22.03.2030

*Pending reconciliation.

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 did not have any foreign exchange earnings. The total foreign currency used during the financial year ended 31st March, 2023 was Rs. 21.54 Lakhs on account of 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 (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.

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

The Company has not made any application or any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.

Details of settlement with Banks or Financial Institutions

The Company has been able to repay loans taken from Banks / Financial Institutions. The Company has not obtained any loans or made any settlements from any loan taken from Banks / Financial Institutions during the Financial Year 2022-23.

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)(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 06.03.2023, 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 06.03.2023 and the summary of performance evaluation was later tabled at the Nomination & Remuneration Committee Meeting held on 05.05.2023. 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 29.05.2023 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 identified by the Board, are provided in the ‘Report on Corporate Governance forming part of the Directors Report. Dr. Saumitra Mohan, IAS (DIN:02242099) Chairman & Nominee Director was inducted into the Board in the Financial Year 2022-2023, Dr. Saumitra Mohan, IAS was familiarized and briefed about the business operations of the Company consequent to his appointment on the Board. Dr. Saumitra Mohan, IAS possesses the requisite skills, expertise and competencies as identified by the Board of Directors the details of which is mentioned in the Corporate Governance Report.

Ms. Nandini Chakravorty, IAS (DIN: 01281290) Chairperson & Nominee Director and Mr. Ramapadhran Arjun, IAS (DIN: 10191077) Nominee Director were inducted into the Board at its meeting dated 29.05.2023, in place of outgoing Directors, Dr. Saumitra Mohan, IAS and Mr. Ritendra Narayan Basu Roy Choudhury, IAS respectively. Both the incoming Directors were familiarized and briefed about the business operations of the Company consequent to their appointment on the Board.

Directors are appointed/re-appointed with the approval of the Members, in accordance with statutory requirement as may be determined by the Board from time to time. Independent Directors are not liable to retire by rotation.

The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations 2015, and (b) As per Regulation 25(8) of the Listing Regulations 2015 they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence.

Auditors and Auditors Report

Your Companys 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 of the 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 134(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 three Directors, and all 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 Companys 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, 2023, the Company had spent Rs.6.00 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 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 for the year 2022-2023. The report of the Secretarial Auditor 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)(a) of the Companies Act, 2013 and Rules framed thereunder, the annual return in form MGT-7 for FY 2022-2023 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

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 2022-2023 in Annexure – V.

Green Initiatives

As a responsible corporate citizen, the Company supports the "Green Initiative" undertaken by the Ministry of Corporate Affairs, Government of India, which allows for the electronic delivery of documents, including the Annual Report, to shareholders at their email addresses that have been previously registered with the depositories and registrars to shareholders.

To support the "Green Initiative," members who have not registered their email addresses are requested to do so with the Companys registrar and share transfer agent/depositories in order to receive all communications, including annual reports, notices, circulars, and so on, from the Company electronically.

In accordance with the MCA Circulars and SEBI Circulars, copies of the Notice of the 34th AGM and the Annual Report of the Company for the financial year ended 31st March 2023, including the Audited Financial Statements for the year 2022-2023, are being sent only by email to the Members.

Acknowledgement

The Board of Directors sincerely expresses gratitude to all employees, the State Government, relevant State Government Departments and Agencies, Nominee Directors, Independent Directors, members, government authorities, banks, customers, and other stakeholders for their unwavering dedication, invaluable support and exceptional cooperation.

The Board acknowledges and credits the Companys resounding success to the relentless hard work and unwavering commitment of its employees, recognizing their pursuit of excellence and willingness to surpass expectations.

The Board of Directors values the contributions of the Government Nominee Directors and the Independent Directors. The Board is grateful for their willingness to share their expertise and knowledge and for their commitment to the Companys success. The Board is also thankful for their dedication and hard work.

The Board sincerely thanks the members, government authorities, banks, customers, and all other stakeholders for their invaluable encouragement, assistance and cooperation. Their unwavering support is deeply appreciated and the Board eagerly looks forward to a prosperous and enduring future with their continued backing.

For & On behalf of the Board of Directors
NICCO PARKS & RESORTS LIMITED
Registered Office:
‘Jheel Meel,	S/d	S/d
Sector IV, Salt Lake City,	Anand Chatrath	Abhijit Dutta
Kolkata – 700 106	Independent Director	Managing Director & CEO
Date: 29.05.2023	DIN:-00234885	DIN:-00233374