For the Financial Year ended 31st march 2017
Your Directors have pleasure in presenting the Twenty Eighth Annual Report togetherwith 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 ||148 |
|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 ||1478 |
|Less: Impact on Transitional Provision of Component Accounting || ||9 |
| ||2316 ||1960 |
|Dividend on Equity Shares || || |
|Final Dividend @ 15%* || ||70 |
|Interim Dividend @15% ||70 ||70 |
| || || |
|Dividend Tax ||15 ||29 |
|Transfer to General Reserve ||20 ||20 |
|Net Surplus (After Appropriations) ||2211 ||1771 |
| ||2316 ||1960 |
* The Board of Directors of the company recommended a dividend @ 15% per equity shareon 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 toapproval by the shareholders at the Annual General Meeting and has not been included as aliability in these financial statements. The final equity dividend for the financial year2016-2017 to be paid is Rs. 70.20 Lakhs and Dividend Tax on the proposed final equitydividend is Rs. 14 Lakhs.
State of Company Affairs
During the year under review the Total Revenue was Rs. 4687 lakhs. Cumulative incomefrom Main Park and Water Park taken together was Rs. 3194 lakhs Income from Projects wasRs. 101 lakhs. Income from Recreation Facilities was Rs. 713 Lakhs and Merchandisingincome stood at Rs. 11 Lakhs. Income from Branding & Sponsorship & MiscellaneousIncome was Rs. 520 lakhs.
The overall annual footfall of the Park including Water Park Bowler's Den Nicco SuperBowl and Other Recreation Facilities was Rs. 12.14 lakhs compared to Rs. 12.38 lakhs in2015-2016. Cumulative Per Capita Contribution in Main Park and Water Park was 12% bettercompared to 2015-2016.
Despite the drop in footfall the Profit Before Tax was Rs. 819 lakhs an increase ofover 12% compared to 2015-2016 attributed to increase in entry ticket prices resulting inbetter realization of per capita income.
The new Sky Diver' ride was commissioned on November 30 2016 in a gala event atNicco Parks'. The inauguration of the new ride also coincided with the SilverJubilee Celebrations' of the operations of the park. The popularity of the SkyDiver' ride soared into a frenzy within days of its inauguration and the family thrillride soon catapulted itself into the most talked about & sought after ride in thecity.
The new "Game Zone" and the adjoining renovated "Food Court"instantly caught the attention of the visitors. The indoor "Game Zone" offeringa number of exciting & challenging rides and games is fun and full of activities forvisitors of all ages. The trendy & new-look "Food Court" offers delectableeats 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 LakhsOnly) to the General Reserve of the company as against an amount of Rs.20 Lakhstransferred to the General Reserve of the company last year. The fund so transferred tothe 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 onan Equity share of par value of Re. 1 each) on 46800000 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 shareholdersat the ensuing Annual General Meeting of the company.
The Board of Directors of the Company at its meeting held on 11th February 2017declared the payment of Interim Dividend for the financial year ending 31st March 2017 tothe shareholders of the Company @ 15% per Equity Share (0.15 paisa on an Equity share ofpar value of Rs. 1 each) on 46800000 equity shares amounting to Rs. 70.20 lakhs and theInterim Dividend has been paid to those shareholders whose name appeared in the Registerof Members as on 22nd February 2017.
Consolidation of Financial Statements
Your company has three associates namely Nicco Jubilee Park Limited Nicco ParksLeisure Projects Private Limited & Nicco Engineering Services Limited. Pursuant tosection 129(3) of the Companies Act 2013 your Company has prepared Consolidated FinancialStatements in addition to the Standalone Financial Statements which form part of thisAnnual Report. A separate statement in the Form AOC-1 containing the salient features ofthe financial statements of such Associate Companies prepared pursuant to Rule 5 of theCompanies (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 elevenwere Non-Executive and one Executive. Presently there are six Independent Directors &one woman Director & three Nominee Directors on the Board. The Non-Executive Directorsare eminent professionals drawn from amongst persons with experience in business andindustry finance law and public enterprises.
Four meetings of the Board of Directors were held during the financial year ended 31stMarch 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 theCompanies Act 2013 your Directors confirm that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Ours is a continuous quest to offer the finest guest experience and we are constantlyreinventing ourselves in a sector that is on the move. People power is one of the pillarsof our success.
Your company firmly believes that its greatest strength lies in the quality of itsmanpower and the competence and commitment of its people are the principle drivers thatenable 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 andcommitted employees who anticipate guests needs and deliver exceptional service withgenuine warmth.
The IR situation continues to be peaceful. Employee Management Relationsremained cordial through 2016-2017. As on 31st March 2017 the number of people employedby the Company was 226.
Nomination & remuneration Policy
The remuneration policy is aimed at rewarding performance based on review ofachievements on a regular basis. The remuneration policy is in consonance with therequirements of section 178 of the Companies Act 2013 & Rules thereto and theexisting 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. 9000/- for attendingeach meeting of the Board or Committee thereof and do not draw any other remuneration fromthe Company.
The components of the total remuneration vary for different levels and are governed byIndustry pattern practice qualification and experience of the employees andresponsibilities handled by them.
The objectives of the remuneration policy are to motivate and encourage the employeesto deliver higher performance and to recognize their contribution.
The company's policy on the appointment of the Directors & Senior Management andthe remuneration for the Directors Key Managerial Personnel and other employees can bereferred 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 alongbeen conscious of the risks associated with the nature of its business. The Company hasidentified various risks faced by the Company from different areas. The Company alreadyhas a Risk Management Framework for laying down procedures to inform the Board membersabout the risk assessment and minimization practices. The Board has adopted a riskmanagement policy in consultation with various functional heads to identify assess andmitigate the major areas of risk associated with the business of the Company. Appropriatestructures are present so that risks are inherently monitored and controlled. Riskidentification risk assessment and risk treatment procedures for all functions of theCompany are reviewed on an ongoing basis.
The Audit Committee and the Board reviews the Risk Management Framework on regularbasis.
Related Party Transaction
Your Company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which were not in the ordinarycourse of business and not undertaken on an arm's length basis during the financial year2016-17. Accordingly no transactions are being reported in Form No. AOC-2 in terms ofsection 134 of the Companies Act 2013 read with rule 8 of the Companies (Accounts) Rules2014.
Declaration By Independent Directors
Mr. Sunil Mitra Mr. Anand Chatrath Mr. Sujit Poddar Mr. Tapan Chaki Mr. SubodhKumar Bhargava & Mr. Deepak Indernarayen Premnarayen Independent Directors of theCompany have confirmed that they fulfill all the conditions of Independent Directorship aslaid down in section 149(6) of the Companies Act 2013 and the rules made there under andthe same have been noted by the Board.
On the recommendations of the Nomination & Remuneration Committee the Board ofDirectors 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 asAdditional Directors (Independent).
Mr. Surendra Gupta (DIN: 06827638) & Mr. Chinna Murugan (DIN: 06831211) NomineeDirectors Government of West Bengal Department of Tourism were Nominated on the Board ofDirectors of the Company vide Notification No. 221-TW/5T-68/89(pt-1) dated 9th February2017 in place of Mr. Arnab Roy & Mr. Rajat Kumar Bose respectively.
Mr. A.R. Bardhan (DIN: 03176641) Chairman & Nominee Director Government of WestBengal retire by rotation at the forthcoming Annual General Meeting and being eligibleseeks re-appointment.
The particulars of Mr. A.R. Bardhan Chairman & Nominee Director Mr. Subodh KumarBhargava Mr. Deepak Indernarayen Premnarayen Independent Directors Mr. Surendra Gupta& Mr. Chinna Murugan Nominee Directors are mentioned in the annexure - a tothe 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 Departmentduring 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 ensureproper recording of financial and operational information and compliance of variousinternal control and other regulatory and statutory compliances. Internal FinancialControl systems and procedures are commensurate with the company's size and nature ofbusiness. The objective of these procedures is to ensure efficient use and protection ofthe company's resources accuracy in financial reporting and compliance of statutes andcompany procedures. The existing system ensures orderly and efficient conduct of itsbusiness including adherence to company's policies safeguarding of its assets preventionand detection of frauds and errors accuracy and completeness of the accounting recordsand timely preparation of reliable financial information. During the year under reviewthere were nil instances of fraud.
Your Company has in place adequate internal financial controls with reference to theFinancial Statements. Such controls have been tested during the year and no reportablematerial weaknesses in design or operation was observed. The Internal Financial Controlsystems and procedures and their effectiveness are audited and reviewed on regular basisand monitored by the Audit Committee of the Board of Directors of the Company on aperiodic basis.
Nandan Park Limited Dhaka Bangladesh
During the calendar & financial year 2015 Nandan Park Limited registered a netprofit after tax of BDT 2569176 lakhs. In order to conserve funds their Directors didnot 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 premisesof the popular Jubilee Park draws a fair number of visitors. The Net Profit after Tax forthe year 2016-2017 was Rs. 5.76 lakhs although the company continues to earn cash profityet the net worth of the Company remains negative due to huge accumulated losses onaccount of arrear entertainment tax and penalty thereof which remain an impediment to thegrowth of this company. Mr. Abhijit Dutta is also designated as the Managing Director ofNicco Jubilee Park Limited.
Nicco Engineering Services Limited
Nicco Engineering Services Limited is engaged in the business of providing engineeringservices. The Company registered a Net Profit after Tax of Rs. 313.55 Lakhs as on March31 2017.
Nicco Parks Leisure Projects Private Limited
To support your company's future growth and expansion through acquisitionsparticipation in future joint venture projects for amusement parks and water parks yourcompany 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. 46800000 lakhsand there has been no change in the capital structure of the Company.
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 investmentsunder 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 withdifferential voting rights has not issued any Sweat Equity Share and has not provided anyStock 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 infuture.
Material Changes & Commitments Occurring After The End of Financial Year
No material changes and/or commitments affecting the financial position of the Companyoccurred between the end of the financial year to which the attached financial statementsrelate 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 ishighly conscious of the criticality of the conservation of energy at all operationallevels and also for utilizing alternate sources of energy. Your Company is adoptingvarious steps for the conservation of energy by adhering to strict norms it has preparedin ISO 9001 and ISO 14001 manuals. Your company is committed to maintain an eco-friendlyenvironment within the park.
Your Company is producing organic manure from the waste generated in the park and theseare 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 ofearnings 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.11861121 lakhs against supply of rides components and miscellaneous earnings. Thetotal Foreign Exchange used during the financial year ended 31st March 2017 was Rs.28092668 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 SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.
Annual Evaluation of Board's Performance
According to Regulation of 25(3) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a meeting of the IndependentDirectors was held on 11th February 2017 to inter alia review and evaluate theperformance of the Non-Independent Directors and the Chairperson of the Company takinginto account the views of the Executive Directors and Non-Executive Directors; assessingthe quality quantity and timeliness of flow of information between the Company managementand the Board and also to review the overall performance of the Board. The Boardthereafter in its meeting held on the same day evaluated the performance of theIndependent Directors.
Statutory Auditors Their Report and Notes to the Financial statements
Your Company's Statutory Auditors Messrs. Singhi & Co. Chartered AccountantsKolkata were appointed at the 27th Annual General Meeting held on 10th August 2016 andshall hold office until the conclusion of the 30th Annual General Meeting. Pursuant tosection 139 & 142 of the Companies Act 2013 read with Rule 6 of the Companies (Auditand Auditors) Rules 2014 Messrs Singhi & Co. Chartered Accountants being eligibleare recommended for ratification to hold office from the conclusion of this 28th AnnualGeneral Meeting (AGM) till the conclusion of the 29th AGM by the Members and the authoritybe 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 remarkor disclaimer.
Corporate Social Responsibility (CSR)
Acknowledging its responsibility towards the society your Company has put in place aCSR Policy which may be referred to at the Company's official website atwww.niccoparks.com. The CSR Committee guides and monitors the activity undertaken by theCompany in this sphere.
Pursuant to the provisions of Sec 135 of the Companies Act 2013 and applicable Rulesfor the year ended March 31 2017 the Company was required to spend Rs 12.72 lakhs in itsCSR funds. Details of the project undertaken under CSR and expenses incurred during theyear forms a part of the Report in Annexure ii.
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 Practicewas appointed as the Secretarial Auditor of the Company. The report of the SecretarialAuditor is enclosed as annexure iii. The report does not contain anyqualifications 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 section197(12) of the Companies Act 2013 read with Rules 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in Annexure V. Asper the provisions of Section 136(1) of the Companies Act 2013 the Annual Reportexcluding the information on employee's particulars is being sent to the members which ishowever available for inspection at the Registered office of the Company during workinghours and any member interested in obtaining such information may write to the CompanySecretary 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 andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportforms part of the Boards' Report in Annexure VI.
The Principles of good Corporate Governance as prescribed by the Listing Agreements ofthe relevant Stock Exchanges alongwith a Certificate of Compliance issued by a PracticingCompany 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 - OperationsMarketing and F&B; Mr. Pankaj Kumar Roy VP & CFO and Mr. Rahul Mitra AVP &Company Secretary.
The Directors are thankful to the members and investors for their confidence andcontinued support. Your Board would like to thank the Management of the company and alsothank the Nominated Directors on the Board and the major Shareholders for their completesupport in smooth operations of your Company. Your Board is very grateful to theIndependent Directors for their valuable contributions. All of them despite other businessexigencies have shared their rich experience and knowledge with the management to takeyour Company forward. The Directors would like to express their gratitude for the supportfrom all its customers suppliers bankers and vendors.
Your Directors acknowledge with gratitude the co-operation and assistance received fromState Government departments and other agencies during the period under review viz. WestBengal Industrial Development Corporation Limited West Bengal Tourism DevelopmentCorporation Limited HDFC Bank AXIS Bank Allahabad Bank State Bank of India BandhanBank Small Industries Development Bank of India (SIDBI) Tourism Finance Corporation ofIndia Limited (TFCI) and Bidhan Nagar Municipality.
The Directors would also like to express their sincere thanks and appreciation to theinvaluable contribution of the Senior Management Team for their leadership and to all theemployees and staff for their commendable teamwork contribution and professionalism andwish 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) |