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Nicco Parks & Resorts Ltd.

BSE: 526721 Sector: Services
NSE: N.A. ISIN Code: INE653C01022
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VOLUME 11
52-Week high 34.30
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P/E 18.22
Mkt Cap.(Rs cr) 110
Buy Price 23.50
Buy Qty 289.00
Sell Price 0.00
Sell Qty 0.00
OPEN 23.50
CLOSE 23.65
VOLUME 11
52-Week high 34.30
52-Week low 22.15
P/E 18.22
Mkt Cap.(Rs cr) 110
Buy Price 23.50
Buy Qty 289.00
Sell Price 0.00
Sell Qty 0.00

Nicco Parks & Resorts Ltd. (NICCOPARKS) - Director Report

Company director report

For the Financial Year ended 31st march 2016

Dear Members

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

Standalone Financial results & appropriations (Rs in lakhs)

Particulars Year ended 31.03.2016 Year ended 31.03.2015
Profit Before Interest Depreciation & Exceptional Items 956 876
Less : Interest 44 41
Profit Before Depreciation & Exceptional Items 912 835
Less : Depreciation 148 140
Profit Before Exceptional Items & Tax 764 695
Less: Exceptional Items 23
Less : Provision For Tax 250 235
Profit After Tax 491 460
Add: Profit Brought Forward from Previous Year 1478 1227
Less: Impact on Residual Value of Assets 20
Impact on transitional Provision of Component Accounting 9
1960 1667
Proposed Dividend on Equity Shares
– Interim Dividend @ 15% 70
– Final Dividend @ 15% 70 70
– Special Dividend @ 15% 70
Dividend Tax 29 29
Transfer to General Reserve 20 20
Net Surplus (After Appropriations) 1771 1478
1960 1667

State of company’s affairs

Cumulative income from Main Park and Water Park taken together was Rs 2714.56 lakhsIncome from Projects was Rs 313.70 lakhs which registered a growth of 19.21% compared to2014-15. Income from Other Recreation Facilities was Rs 553.37 Lakhs and Rental &Merchandising income stood at Rs 103.69 Lakhs. Income from Branding/Sponsorship &Other Income also registered a growth of 19.53% & 28.43% respectively when comparedto 2014-2015.

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

In order to maintain novelty of the ‘Wet-O-Wild’ water park and to increaserepeat visits ‘Pirate Bay’ the latest addition to the ‘Wet-O-Wild’water park was opened to our visitors on March 7 2016. The newly commissioned familyride situated on a pool of 10000 sq-ft instantly caught the attention of visitors ofall ages.

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

In conjunction to offering novelty to our visitors in the ‘Silver JubileeYear’ of the operations of the Park and to counter the continuous drop of footfalland the increasing competition from our peers in the upcoming winter season the companyintends to introduce novelties in form of a new thrill ride and upgradation/theming of thefood court area. Your company is expecting that all these novelty rides and attractionswill help in stabilizing & increasing the overall footfall in your park in the ensuingyears in addition to better per capita income.

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 expansion in thefuture.

Dividends

As the members are aware the Board of Directors of the Company at its meeting held onFebruary 6 2016 had declared an ‘Interim Dividend’ @15% (` 0.15 on an EquityShare of par value of Rs 1/- each) on the paid-up share capital of 46800000 equityshares amounting to Rs 70.20 lakhs.

Your Directors in addition to the aforesaid ‘Interim Dividend’ recommendeda ‘Final Dividend’ @ 15% per Equity share (` 0.15 on an Equity share of parvalue of Rs 1 each) on 46800000 equity shares amounting to Rs 70.20 lakhs for thefinancial year ending 31.03.2016.

The payment of aforesaid ‘Final Dividend’ is subject to the approval of theshareholders at the ensuing Annual General Meeting of the company.

Consolidation of Financial statements

Pursuant to section 129(3) of the Companies Act 2013 the Consolidated FinancialStatements have been prepared by the Company in accordance with the requirements ofAccounting Standard 21 "Consolidated Financial Statements" issued by theInstitute of Chartered Accountants of India. The audited Consolidated Statements togetherwith Auditors’ Report thereon form part of the Annual Report.

A separate statement in the Form AOC-1 containing the salient features of thefinancial statements of Associate Companies prepared pursuant to Rule 5 of the Companies(Accounts) Rules 2014 is appended as (annexure – i) to this Directors’Report.

Board of directors

1. Composition of the Board

As on 31st March 2016 the Board of Directors comprised ten members of whom nine wereNon-Executive and one Executive. Presently there are four Independent Directors whoaccount for one-third of the Total Board strength as required under section 149 of theCompanies Act 2013. The Non-Executive Directors are eminent professionals drawn fromamongst persons with experience in business and industry finance law and publicenterprises. The composition of the Board is as under:

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

* Only two Committees viz. the Audit Committee and the Stakeholders RelationshipCommittee are considered for this purpose. Further the number of Committee positions heldonly in Public Limited Companies other than Nicco Parks & Resorts Limited isindicated.

Meetings attendance & sitting Fees

a. Four meetings of the Board of Directors were held during the financial year ended31st March 2016. These were held on:

(i) 16th May 2015 (ii)1st August 2015 (iii) 14th November 2015 and (iv) 6thFebruary 2016

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

Sl. No. Name of director Number of Board meetings attended Attendance at the last AGM held on 1st august 2015 Sitting fees (in `) paid to the directors for attending Board meetings
1. Mr. A. R. Bardhan 3 Yes 21000/-**
2. Mr. Rajive Kaul 4 Yes 28000/-
3. Mr. Sunil Mitra 3 Yes 21000/-
4. Mr. Sujit Poddar 4 Yes 28000/-
5. Mr. Arnab Roy 2 No 14000/-**
6. Mr. Anand Chatrath 3 Yes 21000/-
7. Ms. Pallavi P. Kaul 3 No 21000/-
8. Mr. Tapan Chaki 3 Yes 21000/-
9. Mr. Rajat Kumar Bose 3 Yes 21000/-**
10. Mr. Abhijit Dutta 4 Yes NA*

Notes:

* Being an Executive Director Mr. Abhijit Dutta Managing Director & CEO is notentitled to receive sitting fees for attending the meetings of the Company.

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

2. Committees of the Board

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

a. Audit committee

Composition of the Audit Committee is in accordance with the requirements of section177 of the Companies Act 2013. The attendance of each of the members in the meetings ofthe Committee & sitting fees paid is as under:-

Sl. No. Name of the committee member designation chairman/ member Number of meetings attended Sitting fees paid (in `) to the members for attending committee meetings
1. Mr. Anand Chatrath Non - Executive Independent Director Chairman 3 21000/-
2. Mr. Rajive Kaul Non – Executive Director Member 4 28000/-
3. Mr. Sujit Poddar Non - Executive Independent Director Member 4 28000/-
4. Mr. Tapan Chaki Non - Executive Independent Director Member 3 21000/-

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

The Audit Committee held four meetings during the year ended 31st March 2016 on (i)16th May 2015; (ii) 1st August 2015; (iii) 14th November 2015 & (iv) 6th February2016.

WHISTLE BLOWER POLICY (Vigil Mechanism) Pursuant to sub-section (9) & (10) ofsection 177 of the Companies Act 2013 read with rule 7 of the Companies (Meetings ofBoard 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 genuineconcerns or grievances. The policy was approved by the Board of Directors of the Companyat its meeting held on 12th August 2014 and the Audit Committee is empowered by the Boardto monitor policy and to report to the Board about the complaints in an unbiased manner.The policy may be referred to on the website of the Company (www.niccoparks.com).

b. Nomination & remuneration committee

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

sl. No. Name of the committee member Designation Chairman/ member Number of meetings attended Sitting fees paid (in `) to the members for attending committee meetings
1. Mr. Sujit Poddar Non- Executive Independent Director Chairman 1 7000/-
2. Mr. Rajive Kaul Non- Executive Director Member 1 7000/-
3. Mr. Anand Chatrath Non- Executive Independent Director Member Nil Nil
4. Mr. Tapan Chaki Non- Executive Independent Director Member 1 7000/-

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

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

The Committee also evaluated the performance of the Directors of the Company incompliance with section 178(2) of the Companies Act 2013 at its meeting held on 18th May2016.

Company’s Policy on appointment & remuneration

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

The remuneration policy is in consonance with the requirements of section 178 of theCompanies 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 9000/- (Sitting fees wasrevised from Rs 7000/- to Rs 9000/- w.e.f 7th February 2016) for attending each Meetingof 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 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 Managementand the remuneration for the Directors Key Managerial Personnel and other employees canbe referred to at the Website of the Company www.niccoparks.com.

c. Stakeholders relationship committee

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

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

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

During the Financial Year 2015-2016 the Company had received 3 investor’sComplaints all of which were disposed off to the satisfaction of the complainants. As on31st March 2016 there were no shares pending transfer and nil complaints pending to beresolved.

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

The Total sitting fees paid to the committee members for attending the committeemeetings during the financial year ended 31st March 2016 was Rs 248000. Mr. AbhijitDutta being an Executive Director is not entitled to receive sitting fees for attendingmeetings of the Committee.

d. Corporate social responsibility committee:

Pursuant to the requirements of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofthe Company constituted a Corporate Social Responsibility Committee at its meeting held on16th May 2015.

The Composition of the Committee is as follows:

sl. No. Name of the committee member Designation Chairman/ member Number of meetings attended Sitting fees paid (in `) to the members for attending committee meetings
1. Mr. Sujit Poddar Non- Executive Independent Director Chairman 1 7000/-
2. Mr. Tapan Chaki Non- Executive Independent Director Member 1 7000/-
3. Mr. Rajive Kaul Non-Executive Director Member 1 7000/-
4. Ms. Pallavi P. Kaul Non-Executive Director Member 1 7000/-
5. Mr. Rajat Kumar Bose Nominee Director West Bengal Tourism Development Corporation Limited Member 1 7000/-*

* Sitting fees paid to the Nominee Director are drawn in the name of nominatinginstitution.

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

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

Your Company has adopted its Corporate Social Responsibility activities for thefinancial year ended 31st March 2016 pursuant to the provisions of section 135 of theCompanies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules2014. During the year under review your Company was obligated to make CSR expendituresamounting to Rs 10.02 lakhs however during this year the Company spent an amount of Rs10.05 Lakhs towards its CSR obligations. The details of the CSR activities adopted by theCompany are provided in the Annual Report on the CSR Activities which forms a part of thisBoard Report in annexure ii.

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

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 state that

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

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

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

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

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable 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 AccountantsKolkata were re-appointed at the 26th Annual General Meeting held on 1st August 2015 andshall hold office until the conclusion of the 27th Annual General Meeting. Pursuant tosection 139 of the Companies Act 2013 read with Rule 6 of the Companies (Audit andAuditors) Rules 2014 Messrs Singhi & Co. Chartered Accountants being eligible arerecommended for re-appointment at the 27th Annual General Meeting for a further period ofthree consecutive years till the conclusion of the 30th Annual General Meeting of theCompany subject to the ratification by the members at every Annual General Meeting andthe authority be given to the Board to fix or revise their remuneration from time to time.

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

The Standalone and Consolidated Auditor’s Report does not contain anyqualifications reservation or adverse remark or disclaimer.

Secretarial audit

Pursuant to Section 204 of the Companies Act 2013 and the rules made there under Mr.P.V. Subramanian (C.P. No.- 2077; ACS- 4585) Company Secretary in Whole-time 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.

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 financialyear 2015-16. Accordingly no transactions are being reported in Form No. AOC-2 in termsof section 134 of the Companies Act 2013 read with rule 8 of the Companies (Accounts)Rules 2014.

Transfer of Unpaid /Unclaimed amount to iePF

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 (Section 205Aof the erstwhile Companies Act 1956) the amount of dividend which remains unpaid orunclaimed for a period of seven years from the date of its transfer to unpaid/ unclaimeddividend account is required to be transferred by the Company to Investor Education andProtection Fund (IEPF) established by the Central Government under the provisions of thesection 205C of the erstwhile Companies Act 1956 (Section 125 of the Companies Act 2013is yet to be notified). During the year under review an amount of Rs 204889.20/-(Rupees Two lakhs four thousand eight hundred eighty nine and twenty paisa only) lying inthe credit of the 14th Equity Dividend Account of the Company for the financial year2007-2008 was transferred to IEPF within the due date.

Risk management & mitigation

In view of the nature of services provided by the Company the Company had all 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 procedures. 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.

Declaration By independent directors

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

Internal Financial controls related to Financial statements

Your company has in place an established internal control system designed to 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 statutesand company procedures. The existing system ensures orderly and efficient conduct of itsbusiness including adherence to company’s policies safeguarding of its assetsprevention and detection of frauds and errors accuracy and completeness of the accountingrecords and timely preparation of reliable financial information.

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.

Investments

Nandan Park Limited dhaka – Bangladesh

During the calendar & financial year 2014 Nandan Park Limited registered a netprofit after tax of BDT 23.87 lakhs. In order to conserve funds their Directors did notrecommend any Dividend for the calendar & financial year 2014.

Nicco Jubilee Park Limited – Jamshedpur

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

Nicco engineering services Limited

Nicco Engineering Services Limited (NESL) is engaged in the business of providingengineering services. The Company registered a profit after tax of Rs 288.34 Lakhs as on31st March 2016.

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).

Your Company does not have any Subsidiary.

Directors re-appointment

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

The particulars of Ms. Pallavi P. Kaul Director & Mr. Rajive Kaul Director arementioned in the annexure - a to the Notice convening the 27th Annual GeneralMeeting of the Company.

Fixed deposits

Your Company has not accepted any deposits from the public.

Extract of annual return

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

Particulars of Loans Guarantees or investments

Your Company has not given any loan or any guarantee or has not made any 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.

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

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 Rs42.55 lakhs against supply of components. The Total Foreign Exchange used during thefinancial year ended 31st March 2016 was Rs 23.94 Lakhs on account of overseastravelling exhibition business promotion purchase of components & spares.

Complaints received by the sexual Harassment committee

The Company has in place a policy in line with the requirements of The 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 under review.

Annual evaluation of Board’s Performance

In compliance with the Schedule IV of the Companies Act 2013 a meeting of theIndependent Directors of the Company was held to review and evaluate the performance ofthe Non-Independent Directors and the Chairperson of the Company taking into account theviews of the Executive Directors and Non-Executive Directors; assessing the qualityquantity and timeliness of flow information between the Company management and the Boardand also to review the overall performance of the Board. The meeting of the IndependentDirectors of the Company was held on 6th February 2016 wherein the performance of theNon-Independent Directors including the Chairperson and of the Board as a whole wasevaluated.

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

Particulars of employees & related disclosures

Your Company has no employee of the category as specified in Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Disclosure pertainingto remuneration and other details as required under section 197(12) of the Companies Act2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in annexure – V.

Management discussion & analysis reports

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportforms part of the Boards’ Report in annexure – Vi.

Corporate Governance

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

Key management team

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

Acknowledgement

The Directors are thankful to the members and investors for their confidence 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
Chairman Managing Director & CEO
Date: May 18 2016