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Nicco Parks & Resorts Ltd.

BSE: 526721 Sector: Services
NSE: N.A. ISIN Code: INE653C01022
BSE 00:00 | 22 Mar 117.00 -5.80
(-4.72%)
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NSE 05:30 | 01 Jan Nicco Parks & Resorts Ltd
OPEN 118.00
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VOLUME 2854
52-Week high 144.20
52-Week low 55.35
P/E 25.83
Mkt Cap.(Rs cr) 548
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 118.00
CLOSE 122.80
VOLUME 2854
52-Week high 144.20
52-Week low 55.35
P/E 25.83
Mkt Cap.(Rs cr) 548
Buy Price 0.00
Buy Qty 0.00
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 2022

Dear Members

Your Board of Directors present the Company's Annual Reporttogether with the Audited Financial Statements of your Company for the financial yearended 31st March 2022.

Standalone & Consolidated Financial Results

(Rs in Lakhs)

PARTICULARS Year ended 31.03.2022 Year ended 31.03.2021 Year ended 31.03.2022 Year ended 31.03.2021
(Standalone) (Standalone) (Consolidated) (Consolidated)
Profit/Loss Before Interest Depreciation & Exceptional Items 809 (254) 809 (254)
Less : Finance Cost (33) (51) (33) (51)
Profit/Loss before Depreciation & Exceptional Items 776 (305) 776 (305)
Less : Depreciation & Amortisation Expenses (253) (248) (253) (248)
Profit/Loss before Share of Profit of Associates Exceptional Items & Tax 523 (553) 523 (553)
Add : Share of Profit of Associates - - 100 85
Profit/Loss before Exceptional items & Tax 523 (553) 623 (468)
Tax Expenses/ (Credit)
Less: Deffered Tax 111 (116) 136 (116)
Profit/Loss for the Year 412 (437) 487 (352)
Add : Balance of Retained Earnings Brought Forward from Previous Year 2838 3213 3897 4194
Less: Other Comprehensive Income (OCI) 42 62 5 55
Net Surplus (Before Appropriations) 329? 2838 4389 3897
Appropriations :
Less: Transfer to General Reserve - - - -
Balance of Retained Earnings 3290 2838 4389 3897

State of Company Affairs as on March 31 2022

During the year under review your park remained closed due to thesecond wave of Covid-19 infections from April 28 2021 to August 17 2021 and thereafterdue to third wave of infections from January 3 2022 to January 31 2022.Inspite ofclosure of park operations for almost five months during the year your company has posteda Profit (before Interest Depreciation & Taxes) of Rs. 809 lakhs during the financialyear ended March 31 2022.

During the operational period from August 18 2021 to January 2 2022and February 1 2022 to March 31 2022 the park received 2.98 lakh visitors. The footfallat the water park was 1.77 Lakhs visitors during the same period.

During the year under review the Total Income was Rs. 3361 lakhs(Previous Year-Rs. 1904 lakhs). Cumulative income from Main Park and Water Park takentogether was Rs. 2348 lakhs (Previous Year-Rs. 1366 lakhs) Income from Food &Beverages and Other Recreational facilities- Rs. 701 lakh (Previous Year-Rs. 299 lakhs).Income from projects were Rs. 86 lakhs (Previous Year-Rs. 72 lakhs). Other unallocableincome- Rs. 226 lakhs (Previous Year Rs. 167 lakhs).

The Standalone Profit (after tax) for the year was Rs. 412 lakhs.(Previous year- Standalone Loss Rs. 437 lakhs). The Consolidated Profit (after tax) forthe year was Rs. 487 lakhs (Previous year- Consolidated Loss Rs. 352 lakhs). During theyear under review your company has not added any new rides and attractions.

Due to partial closure of the park operations during the year theCompany irretrievably lost the footfalls impacting the revenue of the Company. Howeverowing to the relaxation of Covid restrictions and due to the huge pent up demand forleisure activities your company was able to generate profit during the financial year2021-2022. The employees at all levels and Directors took substantial pay cuts during themonths that the park remained closed despite park not being operational and resulting ina year of low revenue we paid salaries/wages although at reduced rates to our on-rolland contractual staff.

During the amusement park closure period we regularly engaged with ourvisitors through social media channels. We have strengthened our promotional strategieswhich have transformed over the last year. We are now relying more on digitalinterventions and strengthening our social media presence.

The first second & third quarters were muted due to the deadlysecond & third wave of the pandemic. For the first time in two years your parkexperienced growth during the fourth quarter of the year under review. Increased economicactivity pent-up demand for leisure & entertainment activities and a rebound indomestic tourism provided stimulus to the sector aided by improved consumer sentiment.

During the year under review there was no change in the nature of thebusiness of the Company.

Dividend & Transfer to Reserves

Owing to closure of the park operations and allied activities foralmost five months in the financial year and to conserve funds for future uncertaintiesthe Board did not recommend any dividend for FY 2021-22 (Previous Year no dividend wasrecommended due to loss). No amount was transferred to Reserves.

Consolidation of Financial Statements

In addition to the Standalone Financial Statements we have inaccordance with Section 129(3) of the Companies Act 2013 read with rule (5) of companiesAccounts Rules 2014 and IND-AS prepared Consolidated Financial Statements for all itsassociates namely Nicco Jubilee Park Limited Nicco Parks Leisure Projects Private Limited& Nicco Engineering Services Limited which form part of this Annual Report. Aseparate statement in the Form AOC-1 containing the salient features of the financialstatements 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

Your Company's Board is duly constituted and is in compliance withthe requirements of the Companies Act 2013 the SEBI (Listing Obligations &Disclosure Requirements) Regulation 2015 (Listing Regulations) and provisions of theArticles of Association of the Company. Your Board has been constituted with requisitediversity wisdom and experience commensurate to the scale of operations of your Company.

As on 31st March 2022 the Board of Directors comprised twelvemembers of whom eleven were Non-Executive and one Executive.

The Chairperson of the Board is a Nominee of Government of West Bengalalongwith the two other Nominees representing West Bengal Industrial DevelopmentCorporation Ltd (WBIDCL) & West Bengal Tourism Development Corporation Ltd(WBTDCL).Nicco Corporation Ltd (in-liquidation) is represented by their two Nominees and theManaging Director & CEO. There are six Independent Directors including a womanIndependent Director.

All Directors are eminent individuals drawn from amongst persons withexperience in business and industry finance law and administration.

The details of the attendance of the directors in the meetings heldduring the Financial year 2021-22 are mentioned hereinbelow:-

SL NAMES OF DIRECTORS No MEETINGS OF THE BOARD OF DIRECTORS
29.06.2021 13.08.2021 12.11.2021 24.12.2021 11.02.2022
1. Ms. Nandini Chakravorty IAS1 Y Y Y N Y
2. Ms. Vandana Yadav IAS Y N N N N
3. Mr. Ritendra Narayan Basu Roy Choudhury IAS1 NA NA NA NA Y
4. Mr. Kaushik Bhattacharya IAS1 Y Y Y Y NA
5. Ms. Nayantara Palchoudhuri Y Y Y Y Y
6. Mr. Sujit Kumar Poddar Y Y Y Y Y
7. Mr. Dipankar Chatterji Y Y Y N Y
8. Mr. Vijay Dewan Y Y Y Y Y
9. Mr. Tapan Chaki Y Y Y Y Y
10. Mr. Anand Chatrath Y Y Y Y Y
11. Ms. Swati Gautam2 Y Y Y Y Y
12. Prof. Ashok Banerjee N Y Y Y Y
13. Mr. Abhijit Dutta Y Y Y Y Y

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

Notes:

1. Mr. Ritendra Narayan Basu Roy Choudhury IAS was appointed on theBoard of Directors of the Company w.e.f 11.02.2022 vide Memo No: -215-TM-15013(99)/9/2022 dated 01.02.2022 as Nominee of West Bengal Tourism DevelopmentCorporation Ltd in place of the outgoing director i.e Mr. Kaushik Bhattacharya IAS. Mr.Ritendra Narayan Basu Roy Choudhury's appointment was confirmed by the members on26.03.2022 via e-voting offered through Notice of postal ballot dated 11.02.2022.

2. Ms. Swati Gautam tendered her resignation from the Board ofDirectors of Company vide email dated 27.052022.

Meetings

Five meetings of the Board of Directors were held during the financialyear ended 31st March 2022. These were held on: (i) 29.06.2021 (ii) 13.08.2021 (iii)12.11.2021 (iv) 24.12.2021 & (v) 11.02.2022 respectively.

2. Committees of the Board

As on March 31 2022 the Board had six committees: the Auditcommittee the Corporate Social Responsibility Committee the Nomination and RemunerationCommittee the New Projects Committee the Stakeholders Relationship Committee andIndependent Directors Committee (Constituted for Open Offer process & subsequentlydissolved). A majority of the committees consists entirely of independent directors.During the year all recommendations made by the committees were approved by the Board andthe list of Committee members is available on the website of our company i.ehttps://niccoparks.com/wp-content/uploads/formidable/23/LIST-OF-DIRECTORS-VARIOUS-COMMITTEES.pdf

The details of the attendance of the directors in the Committeemeetings held during the Financial year 2021-22 are mentioned hereinbelow:-

SL. NAMES OF DIRECTORS NO

AC*1

NRC*2

CSR*3

SRC*4

IDC*5

HELD ATTENDED HELD ATTENDED HELD ATTENDED HELD ATTENDED HELD ATTENDED
1. Mr. Sujit Kumar Poddar 4 4 3 3 NA NA 3 3
2. Mr. Tapan Chaki 4 4 3 3 3 3 3 3
3. Mr. Anand Chatrath 4 4 3 3 NA NA 3 3 3 3
4. Mr. Dipankar Chatterji NA NA 2 NA NA 3 3
5. Ms.Nayantara Palchoudhuri NA NA 3 3 NA NA 3 3
6. Mr. Vijay Dewan NA NA NA NA NA NA NA NA 3 1
7. Mr. Abhijit Dutta NA NA NA NA NA NA 3 3 NA NA

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

[AC*1 = Audit Committee NRC*2 = Nomination & RemunerationCommittee CSR*3 = Corporate Social Responsibility Committee SRC*4 = StakeholdersRelationship Committee IDC*5 = Independent Directors Committee (Constituted for OpenOffer process & subsequently dissolved)]

Notes:

1. The West Bengal Tourism Development Corporation Ltd vide Memo No: -2i5-TM-i50i3(99)/9/2022 dated 01.02.2022 has withdrew the nomination of Mr. KaushikBhattacharya w.e.f 11.02.2022 and consequently he ceased to be member of Corporate SocialResponsibility committee. Mr. Bhattacharya did not attend any meeting of the CSR Committeeduring the year under review.

2. New Projects Committee comprises of four Directors namely; Mr. AnandChatrath Chairman & Independent Director Mr. Sujit Kumar Poddar IndependentDirector Mr. Tapan Chaki Independent Director & Mr. Abhijit Dutta Managing Director& CEO. The committee did not hold any meeting during the year under review.

3. Ms. Nandini Chakravorty IAS Chairperson Ms. Vandana Yadav IASMr. Ritendra Narayan Basu Roy Choudhury IAS Ms. Swati Gautam and Prof. Ashok Banerjeeare not on any of the Committees of the Board.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and sub-section (5) ofsection 134 of the Companies Act 2013 your Directors confirm that—

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company as at 31.03.2022 andof the Profit of the company for the year ended on that date;

(c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concernbasis; and

(e) the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Human Resources

Your Company's employees are its most valuable asset who enablethe Company to deliver a level of service that is amongst the highest in the leisure &entertainment industry. Your Company understands the importance of having the right peoplewith right skills to deliver the strong and exceptional service and also requisiteexpertise which is the basis of our relationships with our visitors. To deliver thatservice and expertise we are continuously improving our talent pool and are committed totraining and educating the future generation.

The Industrial Relations continued to remain cordial throughout theyear. As on 31st March 2022 the number of people employed by the Company was 220.

The unprecedented crisis caused by the pandemic called forunprecedented efforts and every employee joined hands to show extraordinary strengthofcharacter. The sacrifice compassion and gratitude displayed by the management andstafftruly reflect the character ofthe organisation. Employees & contractual staff atall levels voluntarily surrendered a part of their salaries during the period your parkwas closed due to the pandemic. They also implemented several cost saving measureswithout ignoring regular maintenance and upkeep of the park and its property.

Nomination & Remuneration policy

The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for the selection and appointment of Directors SeniorManagement Personnel and their remuneration. The Remuneration Policy and the detailspertaining to the remuneration paid during the year are furnished in the CorporateGovernance Section of the Annual Report.

The Company's Nomination & Remuneration policy is formulatedin accordance with Section 178 of the Act read with the Regulation 19(4) of the ListingRegulations can be accessed on the Company website at the following linkhttps://niccoparks.com/wp-content/uploads/formidable/32/Nomination-Remuneration-Committee.pdf.

Risk Management & Mitigation

In view ofthe nature of services provided by the Company the Companyhad all along been conscious ofthe risks associated with the nature of its business. TheCompany has identified various risks faced by the Company from different areas. TheCompany already has a Risk Management Framework for laying down procedures to inform theBoard members about the risk assessment and minimization procedures. The Board reviews therisk management framework in consultation with various functional heads to identifyassess and mitigate the major areas of risk associated with the business of the Company.Appropriate structures are present so that risks are inherently monitored and controlled.Risk identification risk assessment and risk treatment procedures for all functions ofthe Company are reviewed on an ongoing basis.

The Audit Committee and the Board reviews the Risk Management Frameworkon regular basis.

Related Party Transaction

The Company has revised the policy on Related Party Transactions toinclude changes based on Companies (Meetings of Board and its Powers) Amendment Rules2021 and SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment)Regulations 2022 and the revised policy was approved by the Board at its meeting held onMay 27 2022 and the same can be accessed on the Company's 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 wereentered into were in the Ordinary Course of Business and at Arms' Length Basis. Alltransactions entered into with related parties were approved by the Audit Committee. Noneof the transactions with related parties are material in nature or fall under the scope ofSection 188(1) of the Act. The information on transactions with related parties pursuantto Section i34(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules2014 in Form AOC-2 is not applicable to the Company for the FY 2021-2022 and hence thesame is not provided.

Necessary disclosures required under the Ind AS 24 have been made inthe Notes to the Financial Statements for the year ended March 31 2022.

Declaration by Independent Directors

Mr. Anand Chatrath Mr. Sujit Kumar Poddar Mr. Tapan Chaki Mr.Dipankar Chatterji Mr. Vijay Dewan & Ms. Nayantara Palchoudhuri IndependentDirectors of the Company have confirmed that they meet the criteria of IndependentDirectorship as laid down in section 149(6) of the Companies Act 2013 and the rules madethereunder read with Regulations i6(i)(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. Nandini Chakravorty IAS (DIN: 01281290) Nominee DirectorGovernment of West Bengal Department of Tourism and Ms. Vandana Yadav IAS(DIN:02202329) Nominee Director West Bengal Industrial Development Corporation Ltd.retire by rotation at the forthcoming Annual General Meeting and being eligible seeksre-appointment.

In compliance with Regulation 36(3) of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 read with the Secretarial Standard onGeneral Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI)the particulars of Ms. Chakravorty IAS (DIN: 01281290) and Ms. Yadav IAS (DIN:02202329)are mentioned in the Annexure - A to the Notice convening the 33rd Annual General Meetingof the Company.

On the recommendations of the Nomination & Remuneration Committee(NRC) the Board of Directors of the Company appointed Mr. Ritendra Narayan Basu RoyChoudhury IAS (DIN: 05119676) on the Board of the Company w.e.f 11.02.2022 vide Memo No:- 215-TM- 15013(99^9/2022 dated 01.02.2022 as a Nominee ofWest Bengal TourismDevelopment Corporation Ltd in place of the outgoing Director i.e Mr. KaushikBhattacharya IAS. Subsequently through a postal ballot notice dated 11.02.2022 Mr. BasyRoy Chowdhury's appointment was also confirmed by the Members of the company on26.03.2022.

On the recommendations ofthe Nomination & Remuneration Committee(NRC) and in compliance with the provisions of Regulation i7(iA) of the SEBI (ListingObligations & disclosure Requirements) Regulations 20i5 (as amended from time totime) the Board of Directors of the company recommended a ‘special resolution'seeking approval of the Members of company with respect to continuation of theDirectorship of Mr. Dipankar Chatterji (DIN: 0003^56) post attaining the age of 75 Yearsin his initial term as an Independent Director of the Company.

Ms. Swati Gautam tendered her resignation from the Board of Directorsof Company vide email dated 27.052022.

The Board places on record its sincere appreciation for the immensecontribution made by Mr. Kaushik Bhattacharya IAS and Ms. Swati Gautam towards the growthand development of your Company.

Postal Ballot

For matters where urgent shareholders' approval was required theCompany seeks the approval of shareholders through postal ballot. In compliance withSections i08 and ii0 and other applicable provisions of the Companies Act 20i3 read withthe related Rules the Company also provides electronic voting (e-voting) facility to allits members. During the year under review an Ordinary resolution was passed to seekapproval from members for regularising the appointment of Mr. Abhijit Dutta (DIN:00233374) as Managing Director & CEO w.e.f. 0i.0i.2022 for a term of one year and Mr.Ritendra Narayan Basu Roy Chowdhury IAS (DIN: 05H9676) as Nominee Director of West BengalTourism Development Corporation Ltd on the Board of Directors of the Company pursuant tothe provisions of Sections i52 i6i and other applicable provisions if any of theCompanies Act 20i3 and the Rules made thereunder and Pursuant to SEBI (ListingObligations and Disclosure Requirements) (Third Amendment) Regulations 202i wherein theListed Companies were to ensure that the approval of shareholders for appointment of aperson on Board of Directors is taken at the next annual general meeting or within a timeperiod of three months from the date of appointment. Both Resolutions were circulated tothe members vide Postal Ballot Notice dated ii.02.2022 the appointments were confirmedthrough e-voting by the members on 26.03.2022.

Open Offer

Liquidator of Nicco Corporation Limited (in Liquidation) duly appointedby the Hon'ble National Company Law Tribunal Kolkata Bench had floated an invitationfor expression of interest dated 02.10.2021 with respect to sale of 11700000 (One CroreSeventeen Lakhs Only) Equity Shares of Nicco Parks & Resorts Limited held by NiccoCorporation Limited (in Liquidation) constituting 25% of the total paid-up equity andvoting share capital of Nicco Parks & Resorts Limited. Bandhan Employees Welfare Trust& Mr. Angshuman Ghosh (the Acquirers) had submitted their bid documents on 26.10.21and pursuant to the conclusion of the e-auction held on 28.10.21 the Acquirers emergedas the highest bidder as per the auction report and the same was confirmed and declared bythe Liquidator of Nicco Corporation Limited (in Liquidation). The above acquisition by theAcquirers triggered a mandatory ‘Open Offer' by the Acquirers to theShareholders of the Nicco Parks & Resorts Limited in compliance with Regulations 3(1)& 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment)Regulations 2021. Consequent to the closure of the ‘Open Offer' process the11700000 (One Crore Seventeen Lakhs Only) Equity Shares of Nicco Parks & ResortsLimited held by Nicco Corporation Limited (in Liquidation) constituting 25% of the totalpaid-up equity and voting share capital of Nicco Parks & Resorts Limited wastransferred to Bandhan Employees Welfare Trust (20% paid up capital comprising 9360000equity shares) and Mr. Angshuman Ghosh (5% of paid up capital comprising 2340000 equityshares).

Internal Financial Controls

Your company has in place an established internal control systemdesigned to ensure proper recording of financial and operational information andcompliance of various internal control and other regulatory and statutory compliances.Internal Financial Control systems and procedures are commensurate with the company'ssize and nature of business. The objective of these procedures is to ensure efficient useand protection of the company's resources accuracy in financial reporting andcompliance of statutes and company procedures. The existing system ensures orderly andefficient conduct of its business including adherence to company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. During the year under review there were nil instances of fraud.

Your Company has in place adequate internal financial controls withreference to the Financial Statements. Such controls have been tested during the year andno reportable material weaknesses in design or operation was observed. The InternalFinancial Control systems and procedures and their effectiveness are audited and reviewedon regular basis and monitored by the Audit Committee ofthe Board of Directors of theCompany on a periodic basis.

INVESTMENTS

The Company has three unlisted associate companies namely NiccoJubilee Park Limited Nicco Engineering Services Limited & Nicco Parks LeisureProjects Private Limited within the meaning of Section 2(6) of the Act. The companycontinues to be invested in Nandan Park Ltd operating an amusement park in DhakaBangladesh.

Pursuant to the provisions of Section 129(3) of the Act read with Rule5 of the Companies (Accounts) Rules 2014 a statement containing the salient features ofthe financial statements of the Company's associates in Form AOC-1 is attached to thefinancial statements of the Company.

Share Capital

The paid up share capital as at 31st March 2022 stood at Rs.468 lakhs.During the year under review the company has not issued shares with differential votingrights nor has granted any stock options or sweat equity. As on 31st March 2022 none ofthe Directors of the Company hold instruments convertible into Equity Shares of theCompany.

Fixed Deposits

Your Company has not accepted any deposits from the public fallingwithin 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 orany guarantee or has not made any investments under section 186 of the Companies Act2013.

Issue of Shares / Buy Back / Employees Stock Option Scheme / SweatEquity

The Company has not bought back any of its shares has not issuedshares with differential voting rights has not issued any Sweat Equity Share and has notprovided 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 anyregulators/Courts/Tribunals impacting the going concern status and the Company'soperations in future.

Your Company has prepared the Financial Statements for the financialyear ended March 31 2022 under Sections 129 133 and Schedule III (Division II) to theCompanies Act 2013 read with the Companies (Indian Accounting Standards) Amendment Rules2016.

Your Company has adopted Indian Accounting Standard (referred to as‘Ind-AS') with effect from 1st April 2017 for periods upto and including theyear ended 31st March 2022.

Material changes & commitments occurring after the end of financialyear

No material changes and/or commitments affecting the financial positionofthe Company had occurred between the end ofthe financial year to which the attachedfinancial statements relate to and upto the date of this report.

Conservation of energy & technology absorption

In view of long-run sustainability your Company's triple bottomline approach on economic environmental and social returns had made the company moreenvironmental conscious and it is now committed towards minimizing carbon foot-print andgreen house effects.

Although the operations of the company are not energy intensive themanagement is highly conscious of the criticality of the conservation of energy at alloperational levels and also for utilizing alternate sources of energy. Your Company isadopting various steps for the conservation of energy by adhering to strict norms. Yourcompany is committed to maintain an eco-friendly environment within the park.

Your Company does not have any Technology Agreement.

Whistle blower policy / vigil mechanism

In terms of provisions of Section 177 of the Companies Act 2013 andRules framed thereunder read with Regulation 22 of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 your Company has a vigil mechanism in place forthe Directors and Employees of the Company through which genuine concerns regardingvarious issues relating to inappropriate functioning ofthe organization can becommunicated.

The mechanism provides for adequate safeguards against victimization ofDirectors and employees who avail the mechanism and also provide for direct access to theChairman of Audit Committee. This neither releases employees from their duty ofconfidentiality in the course of their work nor can it be used as a route for raisingmalicious or unfounded allegations about a person/ situation.

During the year under review none of the Directors / employees /business associates/ vendors was denied access to the Chairman of the Audit Committee. Thesaid policy is available on the Company's website athttps://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 propersystems to ensure compliance with the provisions of the applicable secretarial standardsissued by The Institute of Company Secretaries of India.

Listing

The equity shares of the Company continue to be listed on the BombayStock Exchange (BSE) and Calcutta Stock Exchange (CSE). The Company has paid the requisitelisting fees to the Stock Exchanges where it is listed for FY 2022-23.

Investor Education and Protection Fund (IEPF)

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

As on date the Company has transferred 630394 Equity Sharesrepresenting 1.35% of the total paid up share capital to the designated demat account ofthe IEPF Authority. During the year under review the company has transferred Rs 194574as unclaimed dividend relating to F.Y 2013-14 to IEPF Authority.

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

Balance of Unpaid Dividend as on 1st April 2022:-

Date of Declaration Financial Year Date of Transfer to Unpaid Dividend Account Amount* Due Date for Transfer to IEPF
01.08.2015 2014-15 07.09.2015 342593.7 07.09.2022
06.02.2016
2015-16 14.03.2016 193855.65 14.03.2023
(Interim Dividend)
10.08.2016 2015-16 16.09.2016 188986.5 16.09.2023
11.02.2017
2016-17 20.03.2017 192273.75 20.03.2024
(Interim Dividend)
07.08.2017
2016-17 13.09.2017 181049.25 13.09.2024
(Final Dividend)
09.02.2018
2017-18 18.03.2018 138597.6 18.03.2025
(Interim Dividend)
09.08.2018
2018-19 15.09.2018 152880.2 15.09.2025
(Interim Dividend)
03.11.2018
2018-19 10.12.2018 165439.8 10.12.2025
(Interim Dividend)
12.02.2019
2018-19 21.03.2019 145516 21.03.2026
(Interim Dividend)
27.09.2019
2018-19 03.11.2019 130995.6 03.11.2026
(Final Dividend)
26.07.2019
2019-20 01.08.2019 121158.2 01.08.2026
(Interim Dividend)
31.10.2019
2019-20 07.12.2019 128803 07.12.2026
(Interim Dividend)
12.02.2020
2019-20 20.03.2020 155356.6 20.03.2027
(Interim Dividend)

*Pending reconciliation.

Foreign exchange earnings and outgo

While there have been foreign visitors to the Park no separate recordis kept of earnings from them as they pay for the entry fees and other expenses in IndianRupees. During the period under review the Company did not have any foreign exchangeearnings. The total foreign currency used during the financial year ended 31st March 2022was Rs. 2.67 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 TheSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013 (14 of 2013). Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary 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 Insolvencyand Bankruptcy Code 2016

The Company has not made any application or any proceeding pendingunder Insolvency and Bankruptcy Code 2016 during the financial year 2021-22.

Details of settlement with Banks or Financial Institutions

The company has been able to repay loans taken from Banks / FinancialInstitutions. The company has not obtained any loans or made any settlements from any loantaken from Banks / Financial Institutions during the Financial Year 2021-2022.

Performance Evaluation

The evaluation of the Board its Chairman individual Directors andCommittees of the Board was undertaken in compliance with the provisions of Section134(3)^) and Schedule IV of the Companies Act 2013.

According to Regulation of 25(3) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 a meeting ofthe Independent Directors was held on 22.03.2022 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.

During the year under review the performance evaluation was discussedat a separate Meeting ofthe Independent Directors held on 22.03.2022 and was later tabledat the Nomination & Remuneration Committee Meeting held on 25.05.2022. The Nomination& Remuneration Committee forwarded their recommendation based on inputs received onperformance evaluation to the Board of Directors and the same was noted by the Board atits meeting held on 27.05.2022.

Attributes Qualifications & Independence of Directors and theirAppointment

The skills expertise and competencies of the Directors as identifiedby the Board are provided in the ‘Report on Corporate Governance' forming partof the Directors Report. Mr. Ritendra Narayan Basu Roy Chowdhury IAS (DIN: 05119676)Nominee Director was inducted into the Board in the Financial Year 2021-2022 Mr. Basu RoyChowdhury was familiarized and briefed about the business operations of the Companyconsequent to his appointment on the Board. Mr. Basu Roy Choudhury IAS possesses therequisite skills expertise and competencies as identified by the Board of Directorsdetails of which is mentioned in the Corporate Governance Report.

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

The Independent Directors of your Company have confirmed that (a) theymeet the criteria of Independence as prescribed under Section 149 of the Act andRegulation i6(i)(b) of the Listing Regulations 2015 and (b) As per Regulation 25(8) ofthe Listing Regulations 2015 they are not aware of any circumstance or situation whichcould impair or impact their ability to discharge duties with an objective independentjudgment and without any external influence.

Auditors and Auditor's Report

Your Company's Statutory Auditor i.e. Messrs. Lodha & CoChartered Accountants were appointed at the 30th Annual General Meeting held on 27thSeptember 2019 and shall hold office until the conclusion of the 35th Annual GeneralMeeting pursuant to section 139 & 142 of the Companies Act 2013 read with Rule 6 ofthe Companies (Audit and Auditors) Rules 2014.

During the year under review the Auditors had not reported any matterunder Section 143 (12) of the Act therefore no detail is required to be disclosed underSection i34(3)(ca) of the Act.

The Auditors Report does not contain any qualifications reservation oradverse remark or disclaimer.

Audit Committee

The Audit Committee comprises of three Directors and all the Directorsare Independent Directors. During the year under review all the recommendations made bythe Audit Committee were accepted by the Board.

Cost Records

Your Company is not required to maintain Cost Records as specified bythe Central Government u/s 148 (1) of the Companies Act 2013.

Corporate Social Responsibility (CSR)

The composition role functions and powers of the Corporate SocialResponsibility (CSR) Committee of the Company are in accordance with the requirements ofthe Companies Act 2013. The CSR Committee guides and monitors the activity undertaken bythe Company in this sphere.

Acknowledging its responsibility towards the society your Company hasput in place a CSR Policy which may be referred to at the Company's official websiteathttps://niccoparks.com/wp-content/uploads/formidable/CORPORATE-SOCIAL-RESPONSIBILITY.pdf.

Pursuant to the provisions of Sec 135 of the Companies Act 2013 andapplicable Rules for the year ended March 31 2022 the Company had spent Rs.9.00 lakhstowards its CSR obligations.

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

Secretarial Audit

Pursuant to Section 204 of the Companies Act 2013 and the rules madethere under Mr. P.V. Subramanian (C.P. No.- 2077; ACS- 4585) Company Secretary inWhole-time Practice was appointed as the Secretarial Auditor of the Company for the year2021-2022. The report of the Secretarial Auditor in the prescribed Form No. MR-3 isenclosed as Annexure II.

Extract of Annual Return

As per the requirements of Section 92(3) and 134(3)^) of the CompaniesAct 2013 and Rules framed thereunder the annual return in form MGT-7 for FY 2021-2022 isuploaded on the website of the Company and the same is available onhttps://niccoparks.com/corporates/

Particulars of Employees & Related disclosures

Disclosure pertaining to remuneration and other details as requiredunder 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 (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report forms part of the Boards' Report in Annexure - IV.

Corporate Governance

The Principles of good Corporate Governance as prescribed by theListing Agreements of the relevant Stock Exchanges alongwith a Certificate of Complianceissued by a Practicing Company Secretary forms part of the Annual Report 2021-2022 in Annexure- V.

Green Initiatives

As a responsible corporate citizen the Company supports the‘Green Initiative' undertaken by the Ministry of Corporate Affairs Governmentof India enabling electronic delivery of documents including the Annual Report etc. toShareholders at their e-mail address previously registered with the DPs and RTAs. Tosupport the ‘Green Initiative' Members who have not registered their emailaddresses are requested to register the same with the Company's Registrar and ShareTransfer Agent/Depositories for receiving all communications including Annual ReportNotices Circulars etc. from the Company electronically. Pursuant to the MCA Circularsand SEBI Circulars copies of the Notice of the 33rd AGM and the Annual Report of theCompany for the financial year ended 31st March 2022 including therein the AuditedFinancial Statements for the year 2021-2022 are being sent only by email to the Members.

Acknowledgement

The Directors hereby wish to place on record their appreciation of theefficient and effective services rendered by each and every employee more particularlyduring this challenging time without whose wholehearted efforts the overall satisfactoryperformance would not have been possible.

Your Directors also thank the State Government concerned StateGovernment Departments and agencies for their co-operation.

Your Board is very grateful to the Nominee Directors & 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.

Your Directors also record their grateful appreciation for theencouragement assistance and co-operation received from members government authoritiesbanks customers and all other stakeholders. Your Directors look forward to the long termfuture with confidence.

Note:

Department of Tourism Government of West Bengal vide notification No:9i4-PAR(IAS)/7P-i76/20ii dated: 02.06.2022 withdrew the Nomination of Ms. NandiniChakravorty IAS (DIN: 01281290) as Nominee Director Government of West BengalDepartment of Tourism from the Board of Directors of the company and nominated Dr.Saumitra Mohan IAS (DIN: 02242099) in her place. Ms. Chakravorty tendered herresignation from the Nominee Directorship of the Company w.e.f 20.06.22. Dr. Mohan wasappointed on the Board of the Company w.e.f. 08.08.2022.

For & On behalf of the Board of Directors NICCO PARKS & RESORTS LIMITED
S/d Anand Chatrath S/d Abhijit Dutta
Independent Director Managing Director & CEO
DIN:-00234885 DIN:-00233374
Registered Office:
‘Jheel Meel'
Sector IV Salt Lake City
Kolkata - 700 106
Date: 27.05.2022

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