For the Financial Year Ended 31st March 2019
Your Board of Directors are pleased to present the Company's Annual Report togetherwith the Audited Financial Statements of your Company for the financial year ended 31stMarch 2019.
Standalone Financial Results
|PARTICULARS ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|Profit Before Interest Depreciation & exceptional Items ||1346 ||1133 |
|Less : Interest ||27 ||40 |
|Profit before Depreciation & exceptional Items ||1319 ||1093 |
|Less : Depreciation ||225 ||206 |
|Profit before Exceptional Items & Tax ||1094 ||887 |
|Less : Provision For Tax ||279 ||255 |
|Profit After Tax ||815 ||632 |
|Add : Profit Brought Forward from Previous Year ||2683 ||2224 |
|Less: Other Comprehensive Income (OCI) ||39 ||4 |
|Net Surplus ( Before Appropriations) ||3459 ||2852 |
State of Company Affairs as on March 31 2019
During the year under review the Total Income was Rs. 5766 lakhs as against Rs. 4880lakhs in the corresponding previous year registering a growth of approximately 18%.Cumulative income from Main Park and Water Park taken together was Rs. 3933 lakhs Incomefrom Projects was Rs. 77lakhs. Income from Food & Beverage and Recreation Facilitieswas Rs.1625 Lakhs and Merchandising income stood at Rs.11 Lakhs. Income from Branding&Sponsorship &Miscellaneous Income was Rs 512 lakhs. Net Revenue from Operationsas on March 31 2019 was Rs.5545 lakhs. The overall annual footfall of the Park includingBowler's Den Nicco Super Bowl and Other Recreation Facilities was 13.20 lakhs compared to12.16 lakhs in 2017-18. The footfall at the water park increased substantially to 4.28lakh from 3.13 Lakhs visitors. Cumulative Per Capita Contribution in Main Park and WaterPark was Rs.293 during the financial year 2018-2019.
The Profit Before Tax stood at Rs. 1094 lakhs a substantial increase of around 23%compared to previous financial year attributed to the aggressive marketing healthyincrease in the sale of Food & Beverage and change in pricing policy. During the yearunder review there was no change in the nature of the business of the Company.
Your Company had co-organized an International Festival of Magical Panda Lights'with Sichuan Illutrans Cultural Communication Co. Ltd Sichuan Peoples Republic ofChina.The Festival' which was held during the period December 2018 to June 2019 wasarguably a one of its kind' in India and had on display several larger-than-lifefully-illuminated lanterns as well as cultural performances and offered delectablecuisines and beverages to the visitors of Nicco Parks making it a memorable experience.In order to increase the entertainment value to our visitors your company added noveltiesin form of new rides and attractions. The new Crusader Ride' at the Water Park wasinaugurated on March 11 2019 in presence of visitors guests & dignitaries at a galaevent. The Crusader Ride'attained popularity among all age group of our visitors andwas well received by the visitors at Water Park. The River Cave Ride' one of thepopular rides at the main park was also revamped and drew large number of visitors.
Dividend &Transfer to Reserves
The Board of Directors of the Company declared 3 interim dividends in the financialyear 2018-19 @ 20% per Equity Share each at its meetings held on 9th August 2018 3rdNovember 2018 and 12th February 2019 respectively. The Board of Directors of thecompany at its meeting held on May 29 2019 also recommended a final dividend @ 20% perEquity Share (0.20 paisa on an Equity share of par value of Re. 1 each). The dividends(Interim & Final) for the financial year March 31 2019 aggregates to 80% per equityshare (0.80 paisa on an Equity share of par value of Re. 1 each).
The Final dividend is subject to approval of the Members at the forthcoming AnnualGeneral Meeting (AGM) and shall be paid to the eligible Members of the Company within 25thOctober 2019.
An amount of Rs. 28080000 (excluding corporate dividend tax) was paid as InterimDividends @ 60% per Equity Share (0.60 paisa on an Equity share of par value of Re. 1each) on 46800000 equity shares to eligible shareholders. Consequent to the approval ofthe members at the forthcoming AGM an amount of Rs. 9360000 (excluding corporatedividend tax) is proposed to be paid towards Final Dividend' @ 20% per Equity Share(0.20 paisa on an Equity share of par value of Re. 1 each). The payout towards Interim& Final dividend for the Financial Year 2018-2019 excluding corporate dividend taxaggregates to Rs. 37440000. Your Directors have proposed to transfer an amount of Rs.20 Lakhs (Rupees Twenty lakhs only) to the General Reserve of the company. The fund sotransferred to the General Reserve is to be used by the company for its growth andexpansion in the future.
Consolidation of Financial Statements
In addition to the Standalone Financial Statements we have in accordance with Section129(3) of the Companies Act 2013 read with rule (5) of Companies Accounts Rules 2014 andIND-AS prepared Consolidated Financial Statements for all our associates namely NiccoJubilee Park Limited Nicco Parks Leisure Projects Private Limited &Nicco EngineeringServices Limited which form part of this Annual Report. A separate statement in the FormAOC-1 containing the salient features of the financial statements of such AssociateCompanies prepared pursuant to Rule 5 of the Companies (Accounts) Rules 2014 forms partof the Financial Statement.
Board of Directors
1. Composition of the Board
Your Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 the Listing Regulations and provisions of the Articles ofAssociation of the Company. Your Board has been constituted with requisite diversitywisdom and experience commensurate to the scale of operations of your Company.
As on 31st March 2019 the Board of Directors comprised twelve members of whom elevenwere Non-Executive and one Executive. There were six Independent Directors & one womanDirector & three Nominee Directors on the Board as on 31st March 2019. TheNon-Executive Directors are eminent professionals drawn from amongst persons withexperience in business and industry finance law and public enterprises.
Six meetings of the Board of Directors were held during the financial year ended 31stMarch 2019. These were held on:
(v) 03.01.2019 &
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 as at 31.03.2019 and of the profit of thecompany for the year ended on that date;
(c) the directors 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) 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. There is a well-calibrated reward and recognition mechanism bringing inmeritocracy. Learning and development initiatives for employees are greatly emphasized toenable all round good performance by individuals.
Encouraging cordial relation and maintaining good industrial relations have been thephilosophy and endeavour of HR Department. Statutory Compliances related to labour lawshave been followed with due emphasis. Your company firmly believes that its greateststrength lies in the quality of its manpower and the competence and commitment of itspeople are the principle drivers that enable the enterprise to create and deliver value.The Company's People philosophy' has given it a competitive edge as its guests areserved by bright enthusiastic and committed employees who anticipate guests needs anddeliver exceptional service with genuine warmth.
The Industrial Relations continued to remain cordial throughout the year. As on 31stMarch 2019 the number of people employed by the Company was 230.
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 components of the total remuneration vary for differentlevels and are governed by Industry pattern practice qualification and experience of theemployees and responsibilities handled by them. The objectives of the remuneration policyare to motivate and encourage the employees to deliver higher performance and to recognizetheir 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 https://niccoparks.com/financials/#collapseFive.
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.
Related Party Transaction
During the year under review your Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material in termsof Section 2(76) Section 188 of Companies Act 2013 read with Companies (Meeting of Board& its Powers) Rule 2014 and in accordance with the Policy of the Company for RelatedParty Transactions. All Related Party Transactions of your Company had prior approval ofthe Audit Committee and the Board of Directors as required under the Listing Regulations.The Audit Committee and the Board have reviewed the Related Party Transactions on aquarterly basis. The policy on RPTs as approved by the Board is available on theCompany's website at https://niccoparks.com/financials/#collapseFive.
As there was no material related party transaction entered by the Company during theFinancial Year 2018-19 as per Related Party Transactions Policy no detail is required tobe provided in Form AOC-2 prescribed under Clause (h) of Sub-section (3) of Section 134 ofthe Act and Rule 8(2) of the Companies (Accounts) Rules 2014.
Necessary disclosures required under the Ind AS 24 have been made in the Notes to theFinancial Statements for the year ended March 31 2019.
Declaration By Independent Directors
Mr. Sunil Mitra Mr. Anand Chatrath Mr. Sujit Poddar Mr. Tapan Chaki Mr. DeepakIndernarayen Premnarayen & Subodh Kumar Bhargava Independent Directors of the Companyhave confirmed that they met the criteria of Independent Directorship as laid down insection 149(6) of the Companies Act 2013 and the rules made thereunder read withapplicable regulations of SEBI(Listing Obligations & Disclosure Requirements)Regulations 2015 and the same have been noted by the Board.
Mr. Subodh Kumar Bhargava Independent Director resigned from the Board of Directorsof the Company w.e.f 1st April 2019.
Mr. Rajive Kaul (00065554) Non-Executive Non-Independent Director retire by rotationat the forthcoming Annual General Meeting and being eligible seeks re-appointment.Incompliance with Regulation 36(3) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 read with the Secretarial Standard on General Meetings(SS-2) issued by the Institute of Company Secretaries of India (ICSI) the particulars ofMr. Rajive Kaul (DIN: 00065554) are mentioned in the Annexure - A to the Notice conveningthe 30th Annual General Meeting of the Company.
Mr. Sujit Poddar (DIN: - 00041438) Mr. Tapan Chaki (DIN: - 00235340) Mr. Sunil Mitra(DIN: - 00113473) and Mr. Anand Chatrath(DIN:- 00234885) were appointed as IndependentDirectors of the Company at the 25th Annual General Meeting of the Company for a term offive (5) consecutive years each. The aforesaid Independent Directors complete their firstterm at the forthcoming annual general meeting and are eligible to be re-appointed. On therecommendation of the Nomination and Remuneration Committee the Board of Directors hasproposed their re-appointments for a second term of five (5) consecutive years at theensuing AGM for the approval of the Members by way of special resolution(s). Detailsrequiring re-appointment(s) have been annexed in the Notice convening the ensuing AGMcontaining the necessary particulars mentioned in Annexure-A in compliance with Regulation36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015read with the Secretarial Standard on General Meetings (SS-2) issued by the Institute ofCompany Secretaries of India (ICSI).
Mr. Sujit Poddar (DIN:- 00041438)&Mr. Tapan Chaki(DIN:- 00235340) will attain theage of 75 years during the continuance of their tenure as Independent Directors in theCompany if re-appointed for their respective 2nd term. Consequentlyin accordance withthe requirements of Regulation 17(1)(A) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 approval of the members is sought for continuance oftheir office as Independent Directors post attainment of the age of 75 years.
Consequently on the recommendations of the Nomination and Remuneration Committee theBoard of Directors recommends the continuation of the re-appointments of Mr. Sujit Poddar(DIN:- 00041438) and Mr. Tapan Chaki (DIN:- 00235340) for the approval of the Members byway of special resolution(s)as Independent Directors post completion of their age of 75years on the Board of Directors of the Company. Details requiring re-appointment(s) havebeen annexed in the Notice convening the ensuing AGM.
Mr. Sujit Poddar (DIN:- 00041438) Mr. Tapan Chaki (DIN:- 00235340) Mr. Sunil Mitra(DIN:- 00113473) and Mr. Anand Chatrath(DIN:- 00234885) Independent Directors of yourCompany have declared to the Board of Directors that they meet the criteria ofIndependence as laid down in Section 149(6) of the Companies Act 2013 read withRegulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change in theirstatus of Independence and have also confirmed that they are not aware of any circumstanceor situation which exists or may be reasonably anticipated that could impair or impacttheir ability to discharge their duties. TheBoard of Directors also confirms that theIndependent Directors have affirmed compliance with the Code for Independent Directors asprescribed in Schedule IV to the Companies Act 2013 and also with the Company's Code ofConduct applicable to all the Board Members and Senior Management Personnel of the Companyfor the financial year ended March 31 2019.
Mr. Atri Bhattacharya IAS (DIN:02433347) Nominee Director Government of West BengalDepartment of Tourism Ms. Vandana Yadav IAS (DIN:02202329) Nominee Director WestBengal Industrial Development Corporation Ltd & Mr. Tanmay Chakrabarty IAS(DIN:07944812) Nominee Director West Bengal Tourism Development Corporation Limitedwere Nominated on the Board of Directors of the Company vide notification No: -WBIDC/CA/NPRL/749 dated 25th July 2019 in place of Mr. A.R. Bardhan (DIN: 03176641)Mr. Surendra Gupta (DIN: 06827638) & Mr. Chinna Murugan (DIN: 06831211) respectively.
The Company has received Notice under Section 160 of the Companies Act 2013 from theMember(s) of the Company signifying the candidatures of Mr. Atri Bhattacharya IAS(DIN:02433347) Nominee Director Government of West Bengal Department of Tourism Ms.Vandana Yadav IAS (DIN:02202329) Nominee Director West Bengal Industrial DevelopmentCorporation Ltd & Mr. Tanmay Chakrabarty IAS (DIN:07944812) Nominee Director WestBengal Tourism Development Corporation Limited for their appointment as NomineeDirector(s) of the Company at the ensuing AGM. A brief profile along with necessarydisclosures of Mr. Atri Bhattacharya Ms. Vandana Yadav & Mr. Tanmay Chakraborty hasbeen annexed to the Notice convening the forthcoming AGM in Annexure-A in compliance withRegulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 read with the Secretarial Standard on General Meetings (SS-2) issued bythe Institute of Company Secretaries of India (ICSI). Based on the recommendations of theNomination & Remuneration Committee your Board recommends appointment of Mr. AtriBhattacharya Mr. Tanmay Chakrabarty and Ms. Vandana Yadav as Nominee Directors for theapproval of the members at the ensuing Annual General Meeting liable to retire byrotation.
Mr. Dipankar Chatterji (DIN:0003125) was appointed as a Non-Executive IndependentDirector (Additional) of the Company at the Board meeting dated 26th July 2019 pursuantto the recommendation of the Nomination & Remuneration Committee for a term of five(5) consecutive years. Based on the recommendation of the Nomination and RemunerationCommittee the Board of Directors have proposed his appointment for a term of five (5)consecutive years at the ensuing AGM for the approval of the Members by way of Ordinaryresolution. Details requiring appointment has been annexed in Annexure-A in compliancewith Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 read with the Secretarial Standard on General Meetings (SS-2) issued bythe Institute of Company Secretaries of India (ICSI)to the Notice convening the ensuingAGM.
The Board places on record its deep sense of gratitude and sincere appreciation for theimmense contributions made by Mr. A.R. Bardhan Mr. Surendra Gupta & Mr. ChinnaMurugan towards the growth and development of your Company.
Mr. Subodh Kumar Bhargava Independent Director of the Company had resigned from theBoard of Directors of the Company w.e.f 1st April 2019 due to his other commitments. TheBoard places on record its deep sense of gratitude and sincere appreciation for theimmense contribution made by Mr. Subodh Kumar Bhargava towards the growth and developmentof your Company.
Mr. Abhijit Dutta Managing Director & CEO was reappointed for a further period of2 years w.e.f 1st January 2020 upto December 31 2021 pursuant to the recommendation ofthe Nomination & Remuneration Committee at the Board meeting held on 26th July 2019.On the recommendation of the Nomination and Remuneration Committee the Board of Directorshas proposed his appointment for further term of 2 years w.e.f 1st January 2020 uptoDecember 31 2021 at the ensuing AGM for the approval of the Members by way of Ordinaryresolution. Details requiring appointment has been annexed in Annexure-A in compliancewith Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 read with the Secretarial Standard on General Meetings (SS-2) issued bythe
Institute of Company Secretaries of India (ICSI)to the Notice convening the ensuingAGM.
Mr. Abhijit Dutta Managing Director & CEO Mr Rajesh Raisinghani SeniorVice-President - Marketing and F&B Mr. Rahul Mitra Sr. Vice-President & CompanySecretary and Mr. Pankaj Kumar Roy Vice President & CFO are the Key ManagerialPersonnel of your company and they have complied with the Model Code of Conduct.
Internal Financial Controls
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 financialcontrols with reference to the Financial Statements. Such controls have been tested duringthe year and no reportable material weaknesses in design or operation was observed. TheInternal Financial Control systems and procedures and their effectiveness are audited andreviewed on regular basis and monitored by the Audit Committee of the Board of Directorsof the Company on a periodic basis.
Nandan Park Limited Dhaka Bangladesh
Nandan Park Limited registered a net profit after tax of BDT 11.24 lacs during theaccounting year July 2017 to June 2018.
Nicco Jubilee Park Limited Jamshedpur
Jamshedpur being an important industrial township Nicco Jubilee Park within thepremises of the popular Jubilee Park draws a fair number of visitors. The Net Profit afterTax for the year 2018-2019 was Rs.27.96 lakhs although the company continues to earn cashprofit yet the net worth of the Company remains negative due to huge accumulated losseson account of arrear entertainment tax and penalty thereof which remain an impediment tothe growth of this company. Mr. Abhijit Dutta is also designated as the Managing Directorof Nicco 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.488.85 Lakhs for the year2018-2019.
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).
The paid up share capital as at 31st March 2019 stood at Rs.468 lakhs. During the yearunder review the company has not issued shares with differential voting rights nor hasgranted any stock options or sweat equity. As on 31st March 2019 none of the Directors ofthe Company hold instruments convertible into Equity Shares of the Company.
Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the rules framed thereunder.
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 anyregulators/Courts/Tribunals impacting the going concern status and the Company'soperations in future.
Your Company has prepared the Financial Statements for the financial year ended March31 2019 under Sections 129 133 and Schedule III (Division II) to the Companies Act 2013read with the Companies (Indian Accounting Standards) Amendment Rules 2016.
Your Company has adopted Indian Accounting Standard (referred to as Ind-AS')with effect from 1st April 2017 for periods upto and including the year ended 31st March2019.
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
In view of long-run sustainability your Company's triple bottom line approach oneconomic environmental and social returns had made the company more environmentalconscious and it is now committed towards minimizing carbon foot-print and green houseeffects. Although the operations of the company are not energy intensive the managementis highly 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 9001:2015 (Quality Management System) ISO 14001:2015 (Environmental ManagementSystem) OHSAS 18001:2007 (Occupational Health & Safety Management System) manuals.Your company is committed to maintain an eco-friendly environment 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.
Whistle blower policy / vigil mechanism
In terms of provisions of Section 177 of the Companies Act 2013 and Rules framedthereunder read with Regulation 22 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 your Company has a vigil mechanism in place for theDirectors and Employees of the Company through which genuine concerns regarding variousissues relating to inappropriate functioning of the organization can be communicated. Themechanism provides for adequate safeguards against victimization of Directors andemployees who avail the mechanism and also provide for direct access to the Chairman ofAudit Committee. This neither releases employees from their duty of confidentiality in thecourse of their work nor can it be used as a route for raising malicious or unfoundedallegations 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. The said policy isavailable on the Company's website at https://niccoparks.com/financials/#collapseFive.
Compliance with secretarial standards on board and general meetings
The Directors state that applicable Secretarial Standards i.e SS-1 & SS-2 relatingto Meeting of Board of Directors' and General Meetings' respectively have beenduly followed by the Company. The Company has in place proper systems to ensure compliancewith the provisions of the applicable secretarial standards issued by The Institute ofCompany Secretaries of India.
The equity shares of the Company continue to be listed on the Bombay Stock Exchange(BSE) and Calcutta Stock Exchange (CSE). The Company has paid the requisite listing feesto all the Stock Exchanges for FY 2019-20.
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 did not have any foreign exchange earnings. Thetotal Foreign currency used during the financial year ended 31st March 2019 wasRs10831803 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 (14of 2013). Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. There were nil complaints received during theyear under review.
The evaluation of the Board its Chairman individual Directors and Committees of theBoard was undertaken in compliance with the provisions of Section 134(3)(p) and ScheduleIV of the Companies Act 2013.
According to Regulation 25(3) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a meeting of the IndependentDirectors was held on 12th February 2019 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 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 taking into account the performance of the Independent Directorsfulfillment of the independence criteria as specified in these regulations and theirindependence from the Management.
Attributes Qualifications & Independence of Directors and their Appointment
The skills expertise and competencies of the Directors as identified by the Board areprovided in the Report on Corporate Governance' forming part of the DirectorsReport.
Directors are appointed/ re-appointed with the approval of the Members in accordancestatutory requirements as may be determined by the Board from time to time. All Directorsother than Independent Directors are liable to retire by rotation.
The Independent Directors of your Company have confirmed that (a) they meet thecriteria of Independence as prescribed under Section 149 of the Act and Regulation 16 ofthe Listing Regulations 2015 and (b) they are not aware of any circumstance or situationwhich could impair or impact their ability to discharge duties with an objectiveindependent judgement and without any external influence.
Auditors and Auditor's Report
Your Company's Statutory Auditor i.e. Singhi & Co. will conclude their twoconsecutive tenures as Statutory Auditors of the company in the ensuing 30th AnnualGeneral Meeting. In accordance with Section 139(2) of the Companies Act 2013 a StatutoryAuditor is required to be appointed for a term of five years from the conclusion of thisAnnual General Meeting till the conclusion of the 35th Annual General Meeting. The Boardof Directors of the Company on the recommendation of the Audit Committee recommends forthe approval of the Members the appointment of Messrs. Lodha & Co CharteredAccountants (Firm Registration No: 301051E) having office at 14 Government place EastKolkata - 700069 as the Auditors of the Company for a period of five years from theconclusion of this AGM till the conclusion of the 35th AGM.
Messrs. Lodha & Co Chartered Accountants have given their consent to act as theAuditors of the Company and have confirmed that the said appointment if made will be inaccordance with the conditions prescribed under Sections 139 and 141 of the Act.
An ordinary resolution seeking your approval to the appointment and remuneration ofMessrs. Lodha & Co as the Statutory Auditors of the company is part of the agenda ofthe Notice convening the 30th AGM of the Company.
During the year under review the Auditors had not reported any matter under Section143(12) of the Act therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.
The Auditors Report does not contain any qualifications reservation or adverse remarkor disclaimer.
The Audit Committee comprises of four Directors majority of the Directors areIndependent Directors. During the year under review all the recommendations made by theAudit Committee were accepted by the Board.
Your Company is not required to maintain Cost Records as specified by the CentralGovernment u/s 148 (1) of the Companies Act 2013
Corporate Social Responsibility (CSR)
The composition role functions and powers of the Corporate Social Responsibility(CSR) Committee of the Company are in accordance with the requirements of the CompaniesAct 2013. The CSR Committee guides and monitors the activity undertaken by the Company inthis sphere.
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 athttps://niccoparks.com/financials/#collapseFive.
Pursuant to the provisions of Sec 135 of the Companies Act 2013 and applicable Rulesfor the year ended March 31 2019 the Company had spent Rs 16.30 lakhs in its CSR funds.Details of the projects undertaken under CSR and expenses incurred during the year forms apart of the Report in Annexure I.
Pursuant to Section 204 of the Companies Act 2013 and the rules made thereunder Mr.P.V. Subramanian (C.P. No.- 2077; ACS- 4585) Company Secretary in Whole-time Practicewas appointed as the Secretarial Auditor of the Company. The report of the SecretarialAuditor is enclosed as Annexure II. Save and except one qualification the reportdoes not contain any qualifications reservation or adverse remark or disclaimer.
The Secretarial Audit Report contains one qualification with respect to one of thepromoter group shareholders namely West Bengal Tourism Development Corporation Ltd whichis holding its shares in physical mode in default of requirements of Regulation 31(2) ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. The Board hasnoted the aforesaid default and is taking expeditious action to make good the saiddefault.
A copy of the Secretarial Audit Report received from Mr. P.V. Subramanian (C.P. No:-2077; ACS- 4585) Company Secretary in Whole-time Practice in the prescribed Form No. MR-3is annexed to this Board's Report.
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 III which is also uploaded onthe website of the Company i.e https://niccoparks.com/financials/#collapseFive.
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 IV.As per 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 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 V.
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 2018-2019 in Annexure VI.
To support 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.
Your 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. Your Directors place on record theirappreciation of the contribution made by employees at all levels. Our resilience to meetchallenges was made possible by their hard work solidarity co-operation and support.
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For & On behalf of the Board of Directors
|Registered Office: || |
NICCO PARKS & RESORTS LIMITED
|Jheel Meel' || || |
|Sector IV Salt Lake City || || |
|Kolkata 700 106 ||S/d ||S/d |
| ||Sunil Mitra ||Abhijit Dutta |
| ||Director ||Managing Director & CEO |
|Date:26.07.2019 ||DIN:-00113473 ||DIN:-00233374 |